10-K

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

FORM 10-K

(Mark One)
X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year Ended December 31, 2003
	OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________

Commission File Number	Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number	IRS Employer Identification No.
1-11299	ENTERGY CORPORATION (a Delaware corporation) 639 Loyola Avenue New Orleans, Louisiana 70113 Telephone (504) 576-4000	72-1229752
1-10764	ENTERGY ARKANSAS, INC. (an Arkansas corporation) 425 West Capitol Avenue Little Rock, Arkansas 72201 Telephone (501) 377-4000	71-0005900
1-27031	ENTERGY GULF STATES, INC. (a Texas corporation) 350 Pine Street Beaumont, Texas 77701 Telephone (409) 838-6631	74-0662730
1-8474	ENTERGY LOUISIANA, INC. (a Louisiana corporation) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 840-2734	72-0245590
1-31508	ENTERGY MISSISSIPPI, INC. (a Mississippi corporation) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000	64-0205830
0-5807	ENTERGY NEW ORLEANS, INC. (a Louisiana corporation) 1600 Perdido Street, Building 505 New Orleans, Louisiana 70112 Telephone (504) 670-3674	72-0273040
1-9067	SYSTEM ENERGY RESOURCES, INC. (an Arkansas corporation) Echelon One 1340 Echelon Parkway Jackson, Mississippi 39213 Telephone (601) 368-5000	72-0752777

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of Class	Name of Each Exchange on Which Registered
Entergy Corporation	Common Stock, $0.01 Par Value - 231,032,604 shares outstanding at February 27, 2004	New York Stock Exchange, Inc. Chicago Stock Exchange Inc. Pacific Exchange Inc.
Entergy Arkansas, Inc.	Mortgage Bonds, 6.7% Series due April 2032 Mortgage Bonds, 6.0% Series due November 2032	New York Stock Exchange, Inc. New York Stock Exchange, Inc.
Entergy Arkansas Capital I	8-1/2% Cumulative Quarterly Income Preferred Securities, Series A (guaranteed by Entergy Arkansas, Inc.)	New York Stock Exchange, Inc.
Entergy Gulf States, Inc.	Preferred Stock, Cumulative, $100 Par Value: $4.40 Dividend Series $4.52 Dividend Series $5.08 Dividend Series Adjustable Rate Series B (Depository Receipts)	New York Stock Exchange, Inc. New York Stock Exchange, Inc. New York Stock Exchange, Inc. New York Stock Exchange, Inc.
Entergy Gulf States Capital I	8.75% Cumulative Quarterly Income Preferred Securities, Series A (guaranteed by Entergy Gulf States, Inc.)	New York Stock Exchange, Inc.
Entergy Louisiana, Inc.	Mortgage Bonds, 7.6% Series due April 2032	New York Stock Exchange, Inc.
Entergy Louisiana Capital I	9% Cumulative Quarterly Income Preferred Securities, Series A (guaranteed by Entergy Louisiana, Inc.)	New York Stock Exchange, Inc.
Entergy Mississippi, Inc.	Mortgage Bonds, 6.0% Series due November 2032 Mortgage Bonds, 7.25% Series due December 2032	New York Stock Exchange, Inc. New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

Registrant	Title of Class
Entergy Arkansas, Inc.	Preferred Stock, Cumulative, $100 Par Value Preferred Stock, Cumulative, $0.01 Par Value
Entergy Gulf States, Inc.	Preferred Stock, Cumulative, $100 Par Value
Entergy Louisiana, Inc.	Preferred Stock, Cumulative, $100 Par Value Preferred Stock, Cumulative, $25 Par Value
Entergy Mississippi, Inc.	Preferred Stock, Cumulative, $100 Par Value
Entergy New Orleans, Inc.	Preferred Stock, Cumulative, $100 Par Value

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes Ö No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

	Yes	No
Entergy Corporation Entergy Arkansas, Inc. Entergy Gulf States, Inc. Entergy Louisiana, Inc. Entergy Mississippi, Inc. Entergy New Orleans, Inc. System Energy Resources, Inc.	Ö	Ö Ö Ö Ö Ö Ö

The aggregate market value of Entergy Corporation Common Stock, $0.01 Par Value, held by non-affiliates as of the end of the second quarter of 2003, was $12.0 billion based on the reported last sale price of $52.78 per share for such stock on the New York Stock Exchange on June 30, 2003. Entergy Corporation is the sole holder of the common stock of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders, to be held May 14, 2004, are incorporated by reference into Parts I and III hereof.

TABLE OF CONTENTS

	SEC Form 10-K Reference Number	PageNumber
Definitions		i
Entergy's Business	Part I. Item 1.	1
Financial Information for U.S. Utility, Non-Utility Nuclear, and Energy     Commodity Services		2
Strategy		3
Report of Management		4
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		5
Liquidity and Capital Resources		12
Significant Factors and Known Trends		21
Critical Accounting Estimates		33
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	41
Independent Auditors' Report		42
Consolidated Statements of Income For the Years Ended December 31,      2003, 2002, and 2001	Part II. Item 8.	43
Consolidated Statements of Cash Flows For the Years Ended       December 31, 2003, 2002, and 2001	Part II. Item 8.	44
Consolidated Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	46
Consolidated Statements of Retained Earnings, Comprehensive Income, and      Paid in Capital for the Years Ended December 31, 2003, 2002, and 2001	Part II. Item 8.	48
Notes to Consolidated Financial Statements	Part II. Item 8.	49
U.S. Utility	Part I. Item 1.	104
Customers		104
Electric Energy Sales		104
Retail Rate Regulation		106
Property and Other Generation Resources		112
Fuel Supply		115
Wholesale Rate Matters		118
Service Companies		126
Earnings Ratios		126
Non-Utility Nuclear	Part I. Item 1.	127
Property		127
Energy and Capacity Sales		128
Fuel Supply		129
Other Business Activities		129
Other Matters		130
Energy Commodity Services	Part I. Item 1.	130
Entergy-Koch, L.P.		130
Non-Nuclear Wholesale Assets Business		132
Regulation of Entergy's Business	Part I. Item 1.	133
PUHCA		133
Federal Power Act		133
State Regulation		133
Regulation of the Nuclear Power Industry		134
Environmental Regulation		137
Other Environmental Matters		140
Litigation		141
Research Spending		146
Employees		146
Entergy Arkansas, Inc.
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		147
Liquidity and Capital Resources		151
Significant Factors and Known Trends		154
Critical Accounting Estimates		157
Independent Auditors' Report		162
Income Statements For the Years Ended December 31, 2003, 2002, and    2001	Part II. Item 8.	163
Statements of Cash Flows For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	165
Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	166
Statements of Retained Earnings for the Years Ended December 31, 2003,    2002, and 2001	Part II. Item 8.	168
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	169
Entergy Gulf States, Inc.
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		170
Liquidity and Capital Resources		173
Significant Factors and Known Trends		176
Critical Accounting Estimates		184
Independent Auditors' Report		189
Income Statements For the Years Ended December 31, 2003, 2002, and    2001	Part II. Item 8.	190
Statements of Cash Flows For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	191
Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	192
Statements of Retained Earnings and Comprehensive Income for the Years    Ended December 31, 2003, 2002, and 2001	Part II. Item 8.	194
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	195
Entergy Louisiana, Inc.
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		196
Liquidity and Capital Resources		199
Significant Factors and Known Trends		202
Critical Accounting Estimates		206
Independent Auditors' Report		210
Income Statements For the Years Ended December 31, 2003, 2002, and    2001	Part II. Item 8.	211
Statements of Cash Flows For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	213
Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	214
Statements of Retained Earnings for the Years Ended December 31, 2003,    2002, and 2001	Part II. Item 8.	216
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	217
Entergy Mississippi, Inc.
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		218
Liquidity and Capital Resources		220
Significant Factors and Known Trends		223
Critical Accounting Estimates		225
Independent Auditors' Report		229
Income Statements For the Years Ended December 31, 2003, 2002, and    2001	Part II. Item 8.	230
Statements of Cash Flows For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	231
Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	232
Statements of Retained Earnings for the Years Ended December 31, 2003,    2002, and 2001	Part II. Item 8.	234
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	235
Entergy New Orleans, Inc.
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		236
Liquidity and Capital Resources		238
Significant Factors and Known Trends		241
Critical Accounting Estimates		244
Independent Auditors' Report		247
Statements of Operations For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	248
Statements of Cash Flows For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	249
Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	250
Statements of Retained Earnings for the Years Ended December 31, 2003,    2002, and 2001	Part II. Item 8.	252
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	253
System Energy Resources, Inc.
Management's Financial Discussion and Analysis	Part II. Item 7.
Results of Operations		254
Liquidity and Capital Resources		255
Significant Factors and Known Trends		257
Critical Accounting Estimates		258
Independent Auditors' Report		262
Income Statements For the Years Ended December 31, 2003, 2002, and    2001	Part II. Item 8.	263
Statements of Cash Flows For the Years Ended December 31, 2003, 2002,    and 2001	Part II. Item 8.	265
Balance Sheets, December 31, 2003 and 2002	Part II. Item 8.	266
Statements of Retained Earnings for the Years Ended December 31, 2003,    2002, and 2001	Part II. Item 8.	268
Selected Financial Data - Five-Year Comparison	Part II. Item 6.	269
Notes to Respective Financial Statements for the Domestic Utility Companies  and System Energy	Part II. Item 8.	270
Properties	Part I. Item 2.	332
Legal Proceedings	Part I. Item 3.	332
Submission of Matters to a Vote of Security Holders	Part I. Item 4.	332
Directors and Executive Officers of Entergy Corporation	Part III. Item 10.	332
Market for Registrants' Common Equity and Related Stockholder Matters	Part II. Item 5.	334
Selected Financial Data	Part II. Item 6.	335
Management's Discussion and Analysis of Financial Condition and Results of  Operations	Part II. Item 7.	335
Quantitative and Qualitative Disclosures About Market Risk	Part II. Item 7A.	335
Financial Statements and Supplementary Data	Part II. Item 8.	336

Changes in and Disagreements with Accountants on Accounting and Financial  Disclosure	Part II. Item 9.	336
Controls and Procedures	Part II. Item 9A.	336
Directors and Executive Officers of the Registrants	Part III. Item 10.	337
Executive Compensation	Part III. Item 11.	342
Security Ownership of Certain Beneficial Owners and Management	Part III. Item 12.	352
Certain Relationships and Related Transactions	Part III. Item 13.	355
Principal Accountant Fees and Services	Part IV. Item 14	356
Exhibits, Financial Statement Schedules, and Reports on Form 8-K	Part IV. Item 15.	359
Signatures		360
Independent Auditors' Consents		367
Independent Auditors' Report on Financial Statement Schedules		368
Index to Financial Statement Schedules		S-1
Exhibit Index		E-1

This combined Form 10-K is separately filed by Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representations whatsoever as to any other company.

The report should be read in its entirety as it pertains to each respective registrant. No one section of the report deals with all aspects of the subject matter. Separate Item 6, 7, and 8 sections are provided for each registrant, except for the Notes to the financial statements. The Entergy Corporation Notes to the financial statements are separately presented, but the Notes to the financial statements for the other registrants are combined. These two sets of Notes are marked by headers. All other Items are combined for the registrants.

FORWARD-LOOKING INFORMATION

From time to time, Entergy makes statements concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although Entergy believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Except to the extent required by the federal securities laws, Entergy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements involve a number of risks and uncertainties, and there are factors that could cause actual results to differ materially from those expressed or implied in the statements. Some of those factors (in addition to others described elsewhere in this report and in subsequent securities filings) include:

• resolution of pending and future rate cases and negotiations, including various performance-based rate discussions, and other regulatory decisions, including those related to Entergy's System Agreement and utility supply plan
• Entergy's ability to reduce its operation and maintenance costs, particularly at its Non-Utility Nuclear generating facilities, including the uncertainty of negotiations with unions to agree to such reductions
• the performance of Entergy's generating plants, and particularly the capacity factors at its nuclear generating facilities
• prices for power generated by Entergy's unregulated generating facilities, the ability to extend or replace the existing purchased power agreements for those facilities, including the Non-Utility Nuclear plants, and the prices and availability of power Entergy must purchase for its utility customers
• Entergy's ability to develop and execute on a point of view regarding prices of electricity, natural gas, and other energy-related commodities
• Entergy-Koch's profitability in trading physical and financial natural gas and power as well as other energy and weather-related contracts
• changes in the number of participants in the energy trading market, and in their creditworthiness and risk profile
• changes in the financial markets, particularly those affecting the availability of capital and Entergy's ability to refinance existing debt and to fund investments and acquisitions
• actions of rating agencies, including changes in the ratings of debt and preferred stock
• changes in inflation and interest rates
• Entergy's ability to purchase and sell assets at attractive prices and on other attractive terms
• changes in ownership of joint ventures
• volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
• changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, and the establishment of a regional transmission organization that includes Entergy's utility service territory
• changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of Indian Point or other nuclear generating facilities
• resolution of pending or future applications for license extensions of nuclear generating facilities
• changes in law resulting from proposed energy legislation
• changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances
• the economic climate, and particularly growth in Entergy's service territory
• variations in weather, hurricanes, and other disasters
• advances in technology
• the potential impacts of threatened or actual terrorism and war
• the success of Entergy's strategies to reduce current tax payments
• the effects of litigation
• changes in accounting standards, corporate governance, and securities law requirements
• Entergy's ability to attract and retain talented management and directors.

DEFINITIONS

Certain abbreviations or acronyms used in the text and notes are defined below:

Abbreviation or Acronym	Term
AFUDC	Allowance for Funds Used During Construction
ALJ	Administrative Law Judge
ANO 1 and 2	Units 1 and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear), owned by Entergy Arkansas
APSC	Arkansas Public Service Commission
BCF	One billion cubic feet of natural gas
BCF/D	One billion cubic feet of natural gas per day
Board	Board of Directors of Entergy Corporation
BPS	British pounds sterling
Cajun	Cajun Electric Power Cooperative, Inc.
capacity factor	Actual plant output divided by maximum potential plant output for the period
City Council or Council	Council of the City of New Orleans, Louisiana
CPI-U	Consumer Price Index - Urban
Damhead Creek	800 MW (gas) combined cycle electric generating facility located in the United Kingdom that entered commercial operations in the first quarter of 2001 and was sold by Entergy in 2002
DOE	United States Department of Energy
domestic utility companies	Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively
EITF	FASB's Emerging Issues Task Force
electricity marketed	Total physical volume marketed by Entergy-Koch in the U.S. and Europe during the period
electricity volatility	Measure of price fluctuation over time using standard deviation of daily price differences for into-Entergy and into-Cinergy power prices for the upcoming month
Energy Commodity Services	Entergy's business segment that is focused almost exclusively on providing energy commodity trading and gas transportation and storage services through Entergy-Koch, LP and also includes Entergy's non-nuclear wholesale assets business
Entergy	Entergy Corporation and its direct and indirect subsidiaries
Entergy Corporation	Entergy Corporation, a Delaware corporation
Entergy-Koch	Entergy-Koch, LP, a joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc.
EPA	United States Environmental Protection Agency
EPDC	Entergy Power Development Corporation, a wholly-owned subsidiary of Entergy Corporation
FASB	Financial Accounting Standards Board
FEMA	Federal Emergency Management Agency
FERC	Federal Energy Regulatory Commission
FitzPatrick	James A. FitzPatrick nuclear power plant, 825 MW facility located near Oswego, New York, purchased in November 2000 from New York Power Authority (NYPA) by Entergy's Non-Utility Nuclear business

DEFINITIONS (Continued)

Abbreviation or Acronym	Term
gain/loss days	Ratio of the number of days when Entergy-Koch recognized a net gain from commodity trading activities to the number of days when Entergy-Koch recognized a net loss from commodity trading activities
gas marketed	Total physical volume marketed by Entergy-Koch in the U.S. and Europe during the period
gas volatility	Measure of price fluctuation over time using standard deviation of daily price differences for Henry Hub natural gas prices for the upcoming month
Grand Gulf 1	Unit No. 1 of Grand Gulf Steam Electric Generating Station (nuclear), 90% owned or leased by System Energy
GWh	Gigawatt-hour(s), which equals one million kilowatt-hours
Independence	Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power
Indian Point 1	Indian Point Energy Center Unit 1 nuclear power plant that has been shut-down and in safe storage since the 1970s, located in Westchester County, New York, purchased in September 2001 together with Indian Point 2 from Consolidated Edison by Entergy's Non-Utility Nuclear business
Indian Point 2	Indian Point Energy Center Unit 2 nuclear power plant, 984 MW facility located in Westchester County, New York, purchased in September 2001 from Consolidated Edison by Entergy's Non-Utility Nuclear business
Indian Point 3	Indian Point Energy Center Unit 3 nuclear power plant, 994 MW facility located in Westchester County, New York, purchased in November 2000 from NYPA by Entergy's Non-Utility Nuclear business
IRS	Internal Revenue Service
kV	Kilovolt
kW	Kilowatt
kWh	Kilowatt-hour(s)
LDEQ	Louisiana Department of Environmental Quality
LPSC	Louisiana Public Service Commission
Mcf	1,000 cubic feet of gas
miles of pipeline	Total miles of transmission and gathering pipeline
MMBtu	One million British Thermal Units
MPSC	Mississippi Public Service Commission
MW	Megawatt(s), which equals one thousand kilowatt(s)
MWh	Megawatt-hour(s)
Nelson Unit 6	Unit No. 6 (coal) of the Nelson Steam Electric Generating Station, owned 70% by Entergy Gulf States
Net debt ratio	Gross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents
Net MW in operation	Installed capacity owned or operated
Net revenue	Operating revenue net of fuel, fuel-related, and purchased power expenses; other regulatory credits; and amortization of rate deferrals

DEFINITIONS (Concluded)

Abbreviation or Acronym	Term
Non-Utility Nuclear	Entergy's business segment that owns and operates five nuclear power plants and sells electric power produced by those plants to wholesale customers
NRC	Nuclear Regulatory Commission
Pilgrim	Pilgrim Nuclear Station, 688 MW facility located in Plymouth, Massachusetts, purchased in July 1999 from Boston Edison by Entergy's Non-Utility Nuclear business
PPA	Purchased power agreement
production cost	Cost in $/MMBtu associated with delivering gas, excluding the cost of the gas
PRP	Potentially responsible party (a person or entity that may be responsible for remediation of environmental contamination)
PUCT	Public Utility Commission of Texas
PUHCA	Public Utility Holding Company Act of 1935, as amended
PURPA	Public Utility Regulatory Policies Act of 1978
Ritchie Unit 2	Unit 2 of the R.E. Ritchie Steam Electric Generating Station (gas/oil)
River Bend	River Bend Steam Electric Generating Station (nuclear), owned by Entergy Gulf States
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards as promulgated by the FASB
SMEPA	South Mississippi Electric Power Agency, which owns a 10% interest in Grand Gulf 1
spark spread	Dollar difference between electricity prices per unit and natural gas prices after assuming a conversion ratio for the number of natural gas units necessary to generate one unit of electricity
storage capacity	Working gas storage capacity
System Energy	System Energy Resources, Inc.
throughput	Gas in BCF/D transported through a pipeline during the period
UK	The United Kingdom of Great Britain and Northern Ireland
U.S. Utility	Entergy's business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution
Vermont Yankee	Vermont Yankee nuclear power plant, 510 MW facility located in Vernon, Vermont, purchased in July 2002 from Vermont Yankee Nuclear Power Corporation (VYNPC) by Entergy's Non-Utility Nuclear business
Waterford 3	Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station, 100% owned or leased by Entergy Louisiana
weather-adjusted usage	Electric usage excluding the effects of deviations from normal weather
White Bluff	White Bluff Steam Electric Generating Station, 57% owned by Entergy Arkansas

ENTERGY'S BUSINESS

Entergy Corporation is an integrated energy company engaged primarily in electric power production, retail electric distribution operations, energy marketing and trading, and gas transportation. Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, and it is the second-largest nuclear power generator in the United States. Entergy delivers electricity to 2.6 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Through Entergy-Koch, Entergy is a leading provider of wholesale energy marketing and trading services, as well as an operator of natural gas pipeline and storage facilities. Entergy generated annual revenues of over $9 billion in 2003 and had approximately 14,800 employees as of December 31, 2003.

Entergy Corporation is an integrated energy company engaged primarily in electric power production, retail electric distribution operations, energy marketing and trading, and gas transportation. Entergy owns and operates power plants with approximately 30,000 MW of electric generating capacity, and it is the second-largest nuclear power generator in the United States. Entergy delivers electricity to 2.6 million utility customers in Arkansas, Louisiana, Mississippi, and Texas. Through Entergy-Koch, Entergy is a leading provider of wholesale energy marketing and trading services, as well as an operator of natural gas pipeline and storage facilities. Entergy generated annual revenues of over $9 billion in 2003 and had approximately 14,800 employees as of December 31, 2003.

Entergy operates primarily through three business segments: U.S. Utility, Non-Utility Nuclear, and Energy Commodity Services.

• U.S. Utility generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution.
• Non-Utility Nuclear owns and operates five nuclear power plants and sells the electric power produced by those plants to wholesale customers. This business also provides services to other nuclear power plant owners.
• Energy Commodity Services provides energy commodity trading and gas transportation and storage services through Entergy-Koch, LP. Energy Commodity Services also includes Entergy's non-nuclear wholesale assets business, which sells electric power produced by those assets to wholesale customers while it focuses on selling the majority of those assets.

Entergy's business operates primarily through its regulated utility subsidiaries in a four-state service territory that includes portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans. Entergy has reshaped its non-utility business through the sale in 1998 of its international electric distribution businesses located in the UK and Australia; the growth of its Non-Utility Nuclear business in the northeastern United States beginning in 1999; and the termination of new greenfield power development activity in 2002. With the start of the Entergy-Koch joint venture in early 2001, Entergy expanded its business opportunities into new areas. The trading activities of Entergy-Koch extend to various parts of the United States, as well as the United Kingdom, Western Europe, and Canada. Entergy-Koch's Gulf South Pipeline system covers the Gulf Coast region of the United States. Entergy's financial interest in the Entergy-Koch venture allows it to appoint fou r of the eight members of the general partner's board of directors. Operating decisions for Entergy-Koch are made by Entergy-Koch management.

OPERATING INFORMATION
For the Years Ended December 31, 2003, 2002, and 2001
	U.S. Utility	Non-Utility Nuclear	Energy Commodity Services	Entergy Consolidated (a)
	(In Thousands)
2003
Operating revenues	$7,584,857	$1,274,983	$184,888	$9,194,920
Operating expenses	6,274,830	1,039,614	224,567	7,710,365
Other income	(35,965)	33,997	337,334	325,238
Interest and other charges	419,111	34,460	15,193	506,326
Income taxes	341,044	88,619	105,903	490,074
Cumulative effect of accounting change	(21,333)	154,512	3,895	137,074
Net income	492,574	300,799	180,454	950,467
2002
Operating revenues	$6,773,509	$1,200,238	$294,670	$8,305,035
Operating expenses	5,434,694	868,288	769,834	7,163,314
Other income	47,603	48,572	249,678	347,753
Interest and other charges	465,703	47,291	61,632	572,464
Income taxes	313,752	132,726	(141,288)	293,938
Net income (loss)	606,963	200,505	(145,830)	623,072
2001
Operating revenues	$7,432,920	$789,244	$1,370,485	$9,620,899
Operating expenses	6,050,534	576,510	1,361,153	8,072,954
Other income	69,157	50,916	222,571	349,353
Interest and other charges	576,705	55,717	74,953	714,580
Income taxes	300,284	80,053	74,493	455,693
Cumulative effect of accounting change	-	-	23,482	23,482
Net income	574,554	127,880	105,939	750,507
CASH FLOW INFORMATION
For the Years Ended December 31, 2003, 2002, and 2001
	U.S. Utility	Non-Utility Nuclear	Energy Commodity Services	Entergy Consolidated (a)
	(In Thousands)
2003
Net cash flow provided by (used in) operating activities	$1,675,069	$182,524	($111,291)	$2,005,820
Net cash flow used in investing activities	(1,441,992)	(184,913)	(78,120)	(1,783,130)
Net cash flow provided by (used in) financing activities	(919,983)	(6,672)	166,165	(869,130)
2002
Net cash flow provided by (used in) operating activities	$2,341,161	$281,589	($3,714)	$2,181,703
Net cash flow used in investing activities	(1,020,087)	(438,664)	(760)	(1,388,463)
Net cash flow provided by (used in) financing activities	(688,201)	176,162	(66,151)	(212,610)
2001
Net cash flow provided by (used in) operating activities	$1,647,969	$263,476	($127,938)	$2,215,548
Net cash flow provided by (used in) investing activities	(1,243,715)	(1,061,820)	138,351	(2,224,720)
Net cash flow provided by (used in) financing activities	(303,520)	292,872	(148,501)	(622,004)
FINANCIAL POSITION INFORMATION
December 31, 2003 and 2002
	U.S. Utility	Non-Utility Nuclear	Energy Commodity Services	Entergy Consolidated (a)
	(In Thousands)
2003
Current assets	$2,117,260	$542,837	$466,132	$2,919,244
Other property and investments	1,151,538	1,326,347	1,137,069	3,746,926
Property, plant and equipment - net	16,242,775	1,557,025	463,403	18,298,797
Deferred debits and other assets	2,917,563	745,568	10,317	3,589,243
Current liabilities	1,671,607	330,684	478,693	2,282,223
Non-current liabilities	15,309,482	1,891,805	41,450	17,568,329
Shareholders' equity	5,448,047	1,949,288	1,614,620	8,703,658
2002
Current assets	$2,517,001	$706,056	$504,836	$3,205,583
Other property and investments	1,089,871	1,437,896	1,175,842	3,468,240
Property, plant and equipment - net	15,594,128	1,613,369	429,677	17,665,003
Deferred debits and other assets	2,429,523	724,987	57,117	3,165,540
Current liabilities	2,479,783	947,731	348,200	3,172,189
Non-current liabilities	13,755,569	2,175,467	182,750	16,493,940
Shareholders' equity	5,395,171	1,359,110	1,636,522	7,838,237

(a) In addition to the 3 operating segments presented here, Entergy Consolidated also includes Entergy Corporation (parent company), other business activity, and intercompany eliminations.

The following shows the principal subsidiaries and affiliates within Entergy's business segments. Companies that file reports and other information with the SEC under the Securities Exchange Act of 1934 are identified in bold-faced type.

			Entergy Corporation
U. S. Utility		Non-Utility Nuclear		Energy Commodity Services
	Entergy Arkansas, Inc.		Entergy Nuclear Operations, Inc.	Entergy-Koch, LP		Non-Nuclear Wholesale Assets
	Entergy Gulf States, Inc.		Entergy Nuclear Finance, Inc.	(50% ownership)
	Entergy Louisiana, Inc.		Entergy Nuclear Generation Co. (Pilgrim)
	Entergy Mississippi, Inc.		Entergy Nuclear FitzPatrick LLC		Gulf South Pipeline		Entergy Power Development Corp.
	Entergy New Orleans, Inc.		Entergy Nuclear Indian Point 2, LLC		Entergy-Koch Trading		Entergy Asset Management, Inc.
	System Energy Resources, Inc.		Entergy Nuclear Indian Point 3, LLC
	Entergy Operations, Inc.		Entergy Nuclear Vermont Yankee, LLC
	Entergy Services, Inc.		Entergy Nuclear, Inc.
	System Fuels, Inc.		Entergy Nuclear Fuels Company
			Entergy Nuclear Nebraska LLC

In addition to its three primary operating segments, Entergy's Competitive Retail Services business markets and sells electricity, thermal energy and related services in competitive markets, primarily the ERCOT region in Texas, where it has over 60,000 customers. This business is also preparing to operate as Entergy's affiliated competitive retailer when retail open access commences in Entergy Gulf States' service territory in Texas. Competitive Retail Services does not currently have material levels of revenue, net income, or total assets; and Entergy reports this business as part of All Other in its segment disclosures.

Strategy

Entergy's strategy is to create value by focusing on asset management and strong operational execution, with a particular emphasis on service reliability and excellence in nuclear operations.  Entergy continually evaluates its business position, with a view toward enhancing the company's scale, scope, and skill advantages. It applies a well-developed point of view of the marketplace and strong risk management to manage its asset portfolio and customer relationships. Entergy benchmarks its operational performance against industry and competitor standards on measures such as safety, reliability, customer service, and cost efficiency.

___________________________________________________________________________________________

Availability of SEC filings and other information on Entergy's website

Entergy's internet address is www.entergy.com. Entergy's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to any of these reports, are available free of charge through Entergy's website as soon as reasonably practicable after filing with the SEC. Financial presentations and news releases are also available through Entergy's website. Additionally, Entergy's Corporate Governance Guidelines, Board Committee Charters for the Corporate Governance, Audit, and Personnel Committees, and Entergy's Codes of Conduct are posted on Entergy's website. This information is also available in print to any investor that requests it.

Part I, Item 1 is continued on page 104.

ENTERGY CORPORATION AND SUBSIDIARIES

REPORT OF MANAGEMENT

Management of Entergy Corporation and its subsidiaries has prepared and is responsible for the financial statements and related financial information included herein. The financial statements are based on accounting principles generally accepted in the United States of America. Financial information included elsewhere in this report is consistent with the financial statements.

To meet their responsibilities with respect to financial information, management maintains and enforces a system of internal accounting controls designed to provide reasonable assurance, on a cost-effective basis, as to the integrity, objectivity, and reliability of the financial records, and as to the protection of assets. This system includes communication through written policies and procedures, an employee Code of Entegrity, and an organizational structure that provides for appropriate division of responsibility and the training of personnel. This system is also tested by a comprehensive internal audit program.

The Audit Committee of the Board of Directors, composed solely of independent Directors, meets with the independent auditors, internal auditors, management, and internal accountants periodically to discuss internal accounting controls and auditing and financial reporting matters. The Audit Committee appoints the independent auditors annually and reviews with the independent auditors the scope and results of the audit effort. The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without management, providing free access to the Committee.

Independent public accountants regularly evaluate the system of internal accounting controls and perform such tests and other procedures as they deem necessary to reach and express an opinion on the fairness of the financial statements. They also provide the Audit Committee their judgments about the quality of accounting policies and disclosures.

Management believes that these policies and procedures provide reasonable assurance that its operations are carried out with a high standard of business conduct.

J. WAYNE LEONARD Chief Executive Officer of Entergy Corporation	LEO P. DENAULT Executive Vice President and Chief Financial Officer of Entergy Corporation
HUGH T. MCDONALD Chairman, President, and Chief Executive Officer of Entergy Arkansas, Inc.	JOSEPH F. DOMINO Chairman of Entergy Gulf States, Inc., President and Chief Executive Officer - Texas of Entergy Gulf States, Inc.
E. RENAE CONLEY Chairman, President, and Chief Executive Officer of Entergy Louisiana, Inc.; President and Chief Executive Officer- Louisiana of Entergy Gulf States, Inc.	CAROLYN C. SHANKS Chairman, President, and Chief Executive Officer of Entergy Mississippi, Inc.
DANIEL F. PACKER Chairman, President, and Chief Executive Officer of Entergy New Orleans, Inc.	GARY J. TAYLOR Chairman, President, and Chief Executive Officer of System Energy Resources, Inc.
THEODORE H. BUNTING, JR. Vice President and Chief Financial Officer of System Energy Resources, Inc.	JAY A. LEWIS Vice President and Chief Financial Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Entergy Corporation is an investor-owned public utility holding company that operates primarily through three business segments.

• U.S. Utility generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution.
• Non-Utility Nuclear owns and operates five nuclear power plants and sells the electric power produced by those plants to wholesale customers. This business also provides services to other nuclear power plant owners.
• Energy Commodity Services provides energy commodity trading and gas transportation and storage services through Entergy-Koch, LP. Energy Commodity Services also includes Entergy's non-nuclear wholesale assets business, which sells electric power produced by those assets to wholesale customers while it focuses on selling the majority of those assets.

Following are the percentages of Entergy's consolidated revenues and net income generated by these segments and the percentage of total assets held by them:

	% of Revenue			% of Net Income			% of Total Assets
Segment	2003	2002	2001	2003	2002	2001	2003	2002	2001
U.S. Utility	82	82	77	52	97	77	79	79	78
Non-Utility Nuclear	14	14	8	32	32	17	15	16	13
Energy Commodity Services	2	4	14	19	(23)	14	7	8	9
Parent & Other	2	-	1	(3)	(6)	(8)	(1)	(3)	-

Results of Operations

Earnings applicable to common stock for the years ended December 31, 2003, 2002, and 2001 by operating segment are as follows:

Operating Segment	2003	2002	2001
		(In Thousands)
U.S. Utility	$469,050	$583,251	$550,243
Non-Utility Nuclear	300,799	200,505	127,880
Energy Commodity Services	180,454	(145,830)	105,939
Parent & Other	(23,360)	(38,566)	(57,866)
Total	$926,943	$599,360	$726,196

Entergy's income before taxes is discussed according to the business segments listed above. Earnings for 2003 include the $137.1 million net-of-tax cumulative effect of changes in accounting principle that increased earnings in the first quarter of 2003, almost entirely resulting from the implementation of SFAS 143. Earnings were negatively affected in the fourth quarter of 2003 by voluntary severance program expenses of $122.8 million net-of-tax. As part of an initiative to achieve productivity improvements with a goal of reducing costs, primarily in the Non-Utility Nuclear and U.S. Utility businesses, in the second half of 2003 Entergy offered a voluntary severance program to employees in various departments. Approximately 1,100 employees, including 650 employees in nuclear operations from the Non-Utility Nuclear and U.S. Utility businesses, accepted the offers.

Earnings for 2002 were negatively affected by net charges ($238.3 million after-tax) reflecting the effect of Entergy's decision to discontinue additional greenfield power plant development and asset impairments resulting from the deteriorating economics of wholesale power markets principally in the United States and the United Kingdom. The net charges are discussed more fully below in the Energy Commodity Services discussion. See Note 12 to the consolidated financial statements for further discussion of Entergy's business segments and their financial results in 2003, 2002, and 2001.

Refer to "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES" which accompanies Entergy Corporation's consolidated financial statements in this report for further information with respect to operating statistics.

U.S. Utility

The decrease in earnings for the U.S. Utility for 2003 from $583 million to $469 million was primarily due to a $107.7 million ($65.6 million net-of-tax) accrual of the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs; $99.8 million ($70.1 million net-of-tax) of charges recorded in connection with the voluntary severance program; and the $21.3 million net-of-tax cumulative effect of a change in accounting principle that reduced earnings at Entergy Gulf States in the first quarter of 2003 upon implementation of SFAS 143. See "Critical Accounting Estimates - SFAS 143" below for discussion of the implementation of SFAS 143. Partially offsetting the decrease in earnings were decreased interest charges and increased net revenue.

The increase in earnings for the U.S. Utility for 2002 from $550 million to $583 million was primarily due to an increase in net revenue and a decrease in interest charges, partially offset by increases in depreciation and amortization expenses and other operation and maintenance expenses.

Net Revenue

2003 Compared to 2002

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2003 to 2002.

	(In Millions)
2002 net revenue	$4,209.6
Base rate increases	66.2
Base rate decreases	(23.3)
Fuel price	56.2
Asset retirement obligation	42.9
Net wholesale revenue	23.2
March 2002 Ark. settlement agreement	(154.0)
Other	(6.3)
2003 net revenue	$4,214.5

Base rates increased net revenue due to base rate increases at Entergy Mississippi and Entergy New Orleans that became effective in January 2003 and June 2003, respectively. Entergy Gulf States implemented base rate decreases in its Louisiana jurisdiction effective June 2002 and January 2003. The January 2003 base rate decrease of $22.1 million has a minimal impact on net income due to a corresponding reduction in nuclear depreciation and decommissioning expenses associated with the change in accounting estimate to reflect an assumed extension of River Bend's useful life.

The fuel price variance is due to a revised estimate made in December 2002 of the fuel cost component of the price applied to unbilled sales and further revision of that estimate in the first quarter of 2003.

The asset retirement obligation variance is due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase is offset by increased depreciation and decommissioning expenses and has no effect on net income.

The increase in net wholesale revenue is primarily due an increase in sales volume to municipal and cooperative customers.

The March 2002 settlement agreement variance reflects the absence in 2003 of the effect of recording the ice storm settlement approved by the APSC in 2002. This settlement resulted in previously deferred revenues at Entergy Arkansas per the transition cost account mechanism being recorded in net revenue in the second quarter of 2002. The decrease is offset by a corresponding decrease in other operation and maintenance expenses and has a minimal effect on net income.

Gross operating revenues and regulatory credits

Gross operating revenues include an increase in fuel cost recovery revenues of $682 million and $53 million in electric and gas sales, respectively, primarily due to higher fuel rates in 2003 resulting from increases in the market prices of purchased power and natural gas. As such, this revenue increase is offset by increased fuel and purchased power expenses.

Other regulatory credits decreased primarily due to the March 2002 settlement agreement mentioned above, which increased other regulatory credits in 2002 to offset other operation and maintenance expenses of $159.9 million related to the December 2000 ice storms. The decrease was partially offset by the asset retirement obligation mentioned above, which increased other regulatory credits in 2003 to offset the increases in depreciation and decommissioning expenses.

2002 Compared to 2001

Following is an analysis of the change in net revenue comparing 2002 to 2001.

	(In Millions)
2001 net revenue	$3,873.1
March 2002 Ark. settlement agreement	180.7
Volume/weather	155.7
Fuel price	94.3
System Energy refund in 2001	(128.9)
Other	34.7
2002 net revenue	$4,209.6

The March 2002 settlement agreement is discussed above and is offset by an increase in other operation and maintenance expenses. The effect on net income in 2002 is a decrease of $2.2 million.

The volume/weather variance is due to increased electricity usage in the service territories. Billed usage increased a total of 2,149 GWh in the residential and commercial sectors.

The fuel price variance is due to an increase in the price applied to unbilled sales partially offset by a revised estimate made in December 2002 to the fuel cost component of that price.

The effect of the System Energy refund resulted from System Energy's application to FERC in May 1995 for a rate increase, which it implemented in December 1995, subject to refund. The request sought changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. In July 2000, FERC approved a lower rate of return than the rate sought by System Energy. Upon receipt of a final FERC order in July 2001, Entergy Arkansas and Entergy Louisiana recorded entries to spread the impacts of FERC's order to the various revenue, expense, asset, and liability accounts affected, as if the order had been in place since commencement of the case in 1995. The accounting entries necessary to record the effects of the order reduced purchased power expenses in 2001, which resulted in a corresponding increase in net revenue in 2001. The System Energy refund proceeding is discusse d in Note 2 to the consolidated financial statements.

Gross operating revenues

Gross operating revenues include a decrease in fuelcost recovery revenue of $897.4 million and $60.5 million related to electric sales and gas sales, respectively, primarily due to lower fuel recovery factors resulting from decreases in the market prices of natural gas and purchased power in 2002. As such, this revenue decrease is offset by decreased fuel and purchased power expenses.

Other Income Statement Variances

2003 Compared to 2002

Other operation and maintenance expenses decreased primarily due to decreased expenses at Entergy Arkansas. The March 2002 settlement agreement that became final in the second quarter of 2002, allowing Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts, increased Entergy Arkansas' expenses by $159.9 million in 2002. This increase in expenses in 2002 was offset by a regulatory credit resulting in no effect on net income. The decrease was partially offset by an increase of $99.8 million in benefit costs as a result of voluntary severance program accruals in 2003.

Decommissioning expense increased primarily due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." The increase in decommissioning expense is offset by increases in other regulatory credits and interest and dividend income and has an insignificant effect on net income.

Depreciation and amortization expenses increased primarily due to an increase in plant in service. The increase was also due to the implementation of SFAS 143. The increase in depreciation and amortization expense due to SFAS 143 implementation is offset by increases in other regulatory credits and interest and dividend income and has an insignificant effect on net income.

Other income decreased primarily due to a decrease in "miscellaneous - - net" as a result of a $107.7 million accrual in the second quarter 2003 for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs. The decrease was partially offset by an increase in interest and dividend income as a result of the implementation of SFAS 143.

Interest charges decreased primarily due to a decrease of $28.5 million in interest on long-term debt due to the redemption and refinancing of long-term debt. Refer to Note 5 to the consolidated financial statements for detail of long-term debt outstanding as of December 31, 2003 and 2002.

2002 Compared to 2001

In addition to the effect of the March 2002 settlement agreement at Entergy Arkansas, the increase in other operation and maintenance expenses was primarily due to:

• an increase of $51.2 million in benefit costs;
• increased expenses of $24.5 million at Entergy Arkansas due to the reversal in 2001 of ice storm costs previously charged to expense in December 2000;
• an increase of $14.6 million in fossil plant expenses due to maintenance outages and turbine inspection costs at various plants;
• an increase of $10.9 million to reflect the current estimate of the liability for the future disposal of low-level radioactive waste materials; and
• lower nuclear insurance refunds of $6.7 million.

Depreciation and amortization expenses increased primarily due to the effects in 2001 of the final FERC order addressing System Energy's 1995 rate filing.

Other income decreased primarily due to:

• interest recognized in 2001 on Grand Gulf 1's decommissioning trust funds resulting from the final order addressing System Energy's rate proceeding;
• interest recognized in 2001 at Entergy Mississippi and Entergy New Orleans on the deferred System Energy costs related to its 1995 rate filing that were not being recovered through rates; and
• lower interest earned on declining deferred fuel balances.

The decrease was partially offset by an increase in "miscellaneous - - net" of $26.7 million due to the cessation of amortization of goodwill in January 2002 upon implementation of SFAS 142 and settlement of liability insurance coverage at Entergy Gulf States.

Interest and other charges decreased primarily due to:

• a decrease of $31.9 million in interest on long-term debt primarily due to the retirement of long-term debt in late 2001 and early 2002; and
• a decrease of $76.0 million in other interest expense primarily due to interest recorded on System Energy's provision for rate refund in 2001 resulting from the effects of the final FERC order addressing System Energy's 1995 rate filing. The refund was made in December 2001.

Non-Utility Nuclear

Following are key performance measures for Non-Utility Nuclear:

	2003	2002	2001
Net MW in operation at December 31	4,001	3,955	3,445
Average realized price per MWh	$38.54	$40.49	$34.90
Generation in GWh for the year	32,379	29,953	22,614
Capacity factor for the year	92.4%	92.8%	92.7%

2003 Compared to 2002

The increase in earnings for Non-Utility Nuclear from $200.5 million to $300.8 million was primarily due to the $154.5 million net-of-tax cumulative effect of a change in accounting principle recognized in the first quarter of 2003 upon implementation of SFAS 143. See "Critical Accounting Estimates - - SFAS 143" below for discussion of the implementation of SFAS 143. Income before the cumulative effect of accounting change decreased by $54.2 million. The decrease was primarily due to $83.0 million ($50.6 million net-of-tax) of charges recorded in connection with the voluntary severance program. Except for the effect of the voluntary severance program, operation and maintenance expenses in 2003 per MWh of generation were in line with 2002 operation and maintenance expenses.

2002 Compared to 2001

The increase in earnings for Non-Utility Nuclear from $127.9 million to $200.5 million was primarily due to the acquisitions of Indian Point 2, which was purchased in September 2001, and Vermont Yankee, which was purchased in July 2002. Also contributing to the increase in earnings was higher pricing under certain purchase power contracts.

Energy Commodity Services

Earnings for Energy Commodity Services in 2003 were primarily driven by Entergy's investment in Entergy-Koch. Following are key performance measures for Entergy-Koch's operations for 2003, 2002, and 2001:

	2003	2002	2001
Entergy-Koch Trading
Gas volatility	62%	61%	72%
Electricity volatility	59%	48%	78%
Gas marketed (BCF/D) (1)	6.5	5.8	4.5
Electricity marketed (GWh)	445,979	408,038	180,893
Gain/loss days	1.5	1.8	2.8
Gulf South Pipeline
Throughput (BCF/D)	1.99	2.40	2.45
Production cost ($/MMBtu)	$0.146	$0.094	$0.093

(1) Previously reported volumes, which included only U.S. trading, have been adjusted to reflect both U.S. and Europe volumes traded.

2003 Compared to 2002

The increase in earnings for Energy Commodity Services in 2003 from a $145.8 million loss to $180.5 million in earnings was primarily due to $428.5 million ($238.3 million net-of-tax) of charges recorded in 2002, as discussed in the 2002 to 2001 comparison below. Higher earnings from Entergy's investment in Entergy-Koch also contributed to the increase in earnings. The income from Entergy's investment in Entergy-Koch was $73 million higher in 2003 primarily as a result of higher earnings at Entergy-Koch Trading (EKT). Volatility was slightly up and trading earnings reflected solid point-of-view trading results. In addition, EKT's physical optimization business continued to contribute earnings, and its European business earnings increased as trading activities continued to expand beyond the United Kingdom.Earnings at Gulf South Pipeline were lower due to lower throughput and higher production costs. The decreased throughput was due to shifting gas flow patterns in a sustained high gas price environment that led to higher fuel costs. Production costs were higher as the result of incremental legal and consultant expenses incurred primarily in connection with Gulf South's defense of a lawsuit which it believes has no merit.

Entergy accounts for its 50% share in Entergy-Koch under the equity method of accounting. Earnings from Entergy-Koch are reported as equity in earnings of unconsolidated equity affiliates in the financial statements. Certain terms of the partnership arrangement allocated income from various sources, and the taxes on that income, on a significantly disproportionate basis through 2003. Losses and distributions from operations are allocated to the partners equally. Substantially all of Entergy-Koch's profits were allocated to Entergy in 2003, 2002, and 2001. Effective January 1, 2004, a revaluation of Entergy-Koch's assets for legal capital account purposes occurred, and future profit allocations changed after the revaluation. The profit allocations other than for weather trading and international trading became equal. Profit allocations for weather trading and international trading remain disproportionate to the ownership interests. The weather trading and international trading alloca tions are unequal only within a specified range, such that the overall earnings allocation should not materially differ from 50/50. Earnings allocated under the terms of the partnership agreement constitute equity, not subject to reallocation, for the partners.

2002 Compared to 2001

The decrease in earnings for Energy Commodity Services in 2002 from $105.9 million to a $145.8 million loss was primarily due to the charges to reflect the effect of Entergy's decision to discontinue additional greenfield power plant development and to reflect asset impairments resulting from the deteriorating economics of wholesale power markets principally in the United States and the United Kingdom. Entergy recorded net charges of $428.5 million ($238.3 million net-of-tax) to operating expenses. The net charges consist of the following:

• The power development business obtained contracts in October 1999 to acquire 36 turbines from General Electric. Entergy's rights and obligations under the contracts for 22 of the turbines were sold to an independent special-purpose entity in May 2001. $178.0 million of the charges, including an offsetting net-of-tax benefit of $18.5 million related to the subsequent sale of four turbines to a third party, is a provision for the net costs resulting from cancellation or sale of the turbines subject to purchase commitments with the special-purpose entity;
• $204.4 million of the charges results from the write-off of Entergy Power Development Corporation's equity investment in the Damhead Creek project and the impairment of the values of its Warren Power power plant and its Crete and RS Cogen projects. This portion of the charges reflects Entergy's estimate of the effects of reduced spark spreads in the United States and the United Kingdom. Damhead Creek was sold in December 2002, resulting in net income of $31.4 million;
• $39.1 million of the charges relates to the restructuring of the non-nuclear wholesale assets business, which is comprised of $22.5 million of impairments of administrative fixed assets, $10.7 million of estimated sublease losses, and $5.9 million of employee-related costs;
• $32.7 million of the charges results from the write-off of capitalized project development costs for projects that will not be completed; and
• a gain of $25.7 million ($15.9 million net-of-tax) realized on the sale in August 2002 of an interest in projects under development in Spain.

Also, in the first quarter of 2002, Energy Commodity Services sold its interests in projects in Argentina, Chile, and Peru for net proceeds of $135.5 million. After impairment provisions recorded for theseLatin Americaninterests in 2001, the net loss realized on the sale in 2002 was insignificant.

Revenues and fuel and purchased power expenses decreased for Energy Commodity Services by $1,075.8 million and $876.9 million, respectively, in 2002 primarily due to:

• a decrease of $542.9 million in revenues and $539.6 million in fuel and purchased power expenses resulting from the sale of Highland Energy in the fourth quarter of 2001;
• a decrease of $161.7 million in revenues resulting from the sale of the Saltend plant in August 2001; and
• a decrease of $139.1 million in revenues and $133.5 million in purchased power expenses due to the contribution of substantially all of Entergy's power marketing and trading business to Entergy-Koch in February 2001. Earnings from Entergy-Koch are reported as equity in earnings of unconsolidated equity affiliates in the financial statements. The net income effect of the lower revenues was more than offset by the income from Entergy's investment in Entergy-Koch. The income from Entergy's investment in Entergy-Koch was $31.9 million higher in 2002 primarily as a result of earnings at Entergy-Koch Trading (EKT) and higher earnings at Gulf South Pipeline due to more favorable transportation contract pricing. Although the gain/loss days ratio reported above declined in 2002, EKT made relatively more money on the gain days than the loss days, and thus had an increase in earnings for the year.

Parent & Other

The loss from Parent & Other decreased in 2003 from $38.6 million to $23.4 million primarily due to lower income tax expense.

The loss from Parent & Other decreased in 2002 from $57.9 million to $38.6 million primarily due to:

• a decrease in income tax expense of $12.1 million resulting from the allocation of intercompany tax benefits; and
• a decrease in interest charges of $6.0 million.

Income Taxes

The effective income tax rates for 2003, 2002, and 2001 were 37.9%, 32.1%, and 38.3%, respectively. See Note 3 to the consolidated financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rates.

Liquidity and Capital Resources

This section discusses Entergy's capital structure, capital spending plans and other uses of capital, sources of capital, and the cash flow activity presented in the cash flow statement.

Capital Structure

Entergy's capitalization is balanced between equity and debt, as shown in the following table. The reduction in the percentage for 2003 is the result of reduced debt outstanding in the U.S. Utility and Non-Utility Nuclear businesses, and an increase in shareholders' equity, primarily due to increased retained earnings. The reduction in the percentage for 2002 is primarily the result of the sale of Damhead Creek in December 2002. Debt outstanding on the Damhead Creek facility was $458 million as of December 31, 2001.

	2003	2002	2001
Net debt to net capital at the end of the year	45.3%	47.7%	51.1%
Effect of subtracting cash from gross debt	2.2%	4.1%	2.2%
Debt to capital at the end of the year	47.5%	51.8%	53.3%

Net debt consists of gross debt less cash and cash equivalents. Gross debt consists of notes payable, capital lease obligations, preferred stock with sinking fund, and long-term debt, including the currently maturing portion. Net capital consists of net debt, common shareholders' equity, and preferred stock without sinking fund. The preferred stock with sinking fund is included in gross debt pursuant to SFAS 150, which Entergy implemented in the third quarter of 2003. The 2002 and 2001 ratios do not reflect that type of security as debt, but do include it in net capital, which is how Entergy presented those securities prior to implementation of SFAS 150. Entergy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy's financial condition.

Long-term debt, including the currently maturing portion, makes up over 90% of Entergy's total debt outstanding. Following are Entergy's long-term debt principal maturities as of December 31, 2003 and 2002 by operating segment. A significant factor in the change from 2002 to 2003 is over $2 billion of debt refinancing or retirement activity in the U.S. Utility business in 2003. The figures below include principal payments on the Entergy Louisiana and System Energy sale-leaseback transactions, which are included in long-term debt on the balance sheet.

Long-term debt maturities	2003	2004	2005	2006	2007-2008	after 2008
	(In Millions)
As of December 31, 2002
U.S. Utility	$1,111	$855	$470	$68	$654	$3,718
Non-Utility Nuclear	$87	$91	$95	$98	$119	$193
Energy Commodity Services	$79	-	-	-	-	-
Parent and Other	-	$595	-	-	-	$267
As of December 31, 2003
U.S. Utility	-	$450	$355	$28	$1,254	$4,345
Non-Utility Nuclear	-	$74	$72	$76	$100	$193
Energy Commodity Services	-	-	-	-	-	-
Parent and Other	-	-	$60	-	$272	$568

Note 5 to the consolidated financial statements provides more detail concerning long-term debt.

Capital lease obligations, including nuclear fuel leases, are a minimal part of Entergy's overall capital structure, and are discussed further in Note 10 to the consolidated financial statements. Following are Entergy's payment obligations under those leases:

	2004	2005	2006	2007-2008	after 2008
	(In Millions)
Capital lease payments, including nuclear fuel leases	$165	$142	$6	$5	$3

Notes payable, which include borrowings outstanding on credit facilities with original maturities of less than one year, were less than $1 million as of December 31, 2003. Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each have 364-day credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of Dec. 31, 2003
Entergy Corporation	May 2004	$1.450 billion	-
Entergy Arkansas	April 2004	$63 million	-
Entergy Louisiana	May 2004	$15 million	-
Entergy Mississippi	May 2004	$25 million	-

Although the Entergy Corporation credit line expires in May 2004, Entergy has the discretionary option to extend the period to repay the amount then outstanding for an additional 364-day term. Because of this option, which Entergy intends to exercise if it does not renew the credit line or obtain an alternative source of financing, any debt outstanding on the credit line is reflected in long-term debt on the balance sheet. Entergy Corporation's facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization, and maintain an interest coverage ratio of 2 to 1. If Entergy fails to meet these limits, or if Entergy or the domestic utility companies default on other indebtedness or are in bankruptcy or insolvency proceedings, an acceleration of the facility's maturity date may occur.

Operating Lease Obligations and Guarantees of Unconsolidated Obligations

In addition to the obligations listed above that are reflected on the balance sheet, Entergy has a minimal amount of operating leases and guarantees in support of unconsolidated obligations that are not reflected as liabilities on the balance sheet. These items are not on the balance sheet in accordance with generally accepted accounting principles.

Following are Entergy's payment obligations as of December 31, 2003 on non-cancelable operating leases with a term over one year:

	2004	2005	2006	2007-2008	after 2008
	(In Millions)
Operating lease payments	$99	$89	$70	$93	$245

The operating leases are discussed more thoroughly in Note 10 to the consolidated financial statements.

Entergy's guarantees of unconsolidated obligations outstanding as of December 31, 2003 total a maximum amount of $249 million, detailed as follows:

• In August 2001, EntergyShaw entered into a turnkey construction agreement with an Entergy subsidiary, Entergy Power Ventures, L.P. (EPV), and with Northeast Texas Electric Cooperative, Inc. (NTEC), providing for the construction by EntergyShaw of a 550 MW electric generating station to be located in Harrison County, Texas. Entergy has guaranteed the obligations of EntergyShaw to construct the plant, which is 70% owned by EPV. Entergy's maximum liability on the guarantee is $232.5 million, and the guarantee is expected to remain outstanding through June 2004.
• RS Cogen has an interest rate swap agreement that hedges the interest rate on a portion of its debt. Entergy guaranteed RS Cogen's obligations under the interest rate swap agreement. The guarantee is for $16.5 million and terminates in October 2017.

Summary of Contractual Obligations of Consolidated Entities

Contractual Obligations	2004	2005-2006	2007-2008	after 2008	Total
	(In Millions)
Long-term debt (1)	$524	$591	$1,626	$5,106	$7,847
Capital lease obligations (2)	$165	$148	$5	$3	$321
Operating leases (2)	$99	$159	$93	$245	$596
Purchase obligations (3)	$925	$1,007	$907	$1,446	$4,285

(1)	Long-term debt is discussed in Note 5 to the consolidated financial statements.
(2)	Capital lease obligations include nuclear fuel leases. Lease obligations are discussed in Note 10 to the consolidated financial statements.
(3)	As defined by SEC rule. For Entergy, it includes unconditional fuel and purchased power obligations and other purchase obligations. Approximately 97% of the total pertains to fuel and purchased power obligations that are recovered in the normal course of business through various fuel cost recovery mechanisms in the U.S. Utility business.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

• maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);
• permit the continued commercial operation of Grand Gulf 1;
• pay in full all System Energy indebtedness for borrowed money when due; and
• enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

Capital Expenditure Plans and Other Uses of Capital

Following are the amounts of Entergy's planned construction and other capital investments by operating segment for 2004 through 2006:

Planned construction and capital investments	2004	2005	2006
	(In Millions)
Maintenance Capital:
U.S. Utility	$767	$767	$759
Non-Utility Nuclear	73	68	76
Energy Commodity Services	7	2	2
Parent and Other	7	10	14
	854	847	851
Capital Commitments:
U.S. Utility	569	295	112
Non-Utility Nuclear	123	-	-
Energy Commodity Services	73	-	-
Parent and Other	32	-	-
	797	295	112
Total	$1,651	$1,142	$963

Maintenance Capital refers to amounts Entergy plans to spend on routine capital projects that are necessary to support reliability of its service, equipment or systems and to support normal customer growth.

Capital Commitments refers to non-routine capital investments that Entergy is either contractually obligated or otherwise required to make pursuant to a regulatory agreement or existing rule or law. Amounts reflected in this category include the following:

• Replacement of the ANO 1 steam generators and reactor vessel closure head. Entergy estimates the cost of the ANO 1 project to be approximately $235 million, of which approximately $135 million will be incurred through 2004. Entergy expects the replacement to occur during a planned refueling outage in 2005. Entergy Arkansas filed in January 2003 a request for a declaratory order by the APSC that the investment in the replacement is in the public interest analogous to the order received in 1998 prior to the replacement of the ANO 2 steam generators. The APSC found that the replacement is in the public interest in a declaratory order issued in May 2003.
• Purchase of the Perryville power plant in Louisiana. In January 2004, Entergy Louisiana signed an agreement to acquire the 718 MW Perryville power plant for $170 million. The plant is owned by a subsidiary of Cleco Corporation, which subsidiary submitted a bid in response to Entergy's Fall 2002 request for proposals for supply-side resources. The signing of the agreement followed a voluntary Chapter 11 bankruptcy filing by the plant's owner. Entergy expects that Entergy Louisiana will own 100 percent of the Perryville plant, and that Entergy Louisiana will sell 75 percent of the output to Entergy Gulf States under a long-term cost-of-service purchased power agreement. The purchase of the plant, expected to be completed by December 2004, is contingent upon obtaining necessary approvals from the bankruptcy court and from state and federal regulators, including approval of full cost recovery, giving consideration to the need for the power and the prudence of Entergy Louisiana and Ente rgy Gulf States for engaging in the transaction. In addition, Entergy Louisiana and Entergy Gulf States executed a purchased power agreement with the plant's owner through the date of the acquisition's closing (as long as that occurs by September 2005) for 100 percent of the output of the Perryville plant.
• Nuclear power plant uprates.
• Entergy's obligation in the Energy Commodity Services business to make a $72.7 million cash contribution to Entergy-Koch in January 2004. Entergy made the contribution on January 2, 2004.

From time to time, Entergy considers other capital investments as potentially being necessary or desirable in the future, including additional nuclear plant power uprates, generation supply assets, various transmission upgrades, environmental compliance expenditures or investments in new businesses or assets. Because no contractual obligation or commitment exists to pursue these investments, they are not included in Entergy's planned construction and capital investments. These potential investments are also subject to evaluation and approval in accordance with Entergy's policies before amounts may be spent. In addition, Entergy's capital spending plans do not include spending for transmission upgrades requested by merchant generators, other than projects currently underway, because Entergy's contracts with the generators require the generators to fund the upgrades, which Entergy then repays through credits against billings to the generators.

Estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of business restructuring, regulatory constraints, environmental regulations, business opportunities, market volatility, economic trends, and the ability to access capital.

Dividends and Stock Repurchases

Declarations of dividends on Entergy's common stock are made at the discretion of the Board. Among other things, the Board evaluates the level of Entergy's common stock dividends based upon Entergy's earnings, financial strength, and future investment opportunities. At its July 2003 meeting, the Board increased Entergy's quarterly dividend per share by 29%, to $0.45. Entergy expects the next review of a potential dividend increase will occur in October 2004. Given the current number of Entergy common shares outstanding, Entergy expects the July 2003 dividend increase to result in an incremental annual increase in cash used of approximately $90 million. In 2003, Entergy paid $363 million in cash dividends on its common stock.

In accordance with Entergy's stock option plans, Entergy periodically grants stock options to its employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans. In 2003, Entergy repurchased 155,000 shares of common stock for a total purchase price of $8.1 million.

PUHCA Restrictions on Uses of Capital

Entergy's ability to invest in electric wholesale generators and foreign utility companies is subject to the SEC's regulations under PUHCA. As authorized by the SEC, Entergy is allowed to invest earnings in electric wholesale generators and foreign utility companies in an amount equal to 100% of its average consolidated retained earnings. As of December 31, 2003, Entergy's investments subject to this rule totaled $2.59 billion constituting 58.3% of Entergy's average consolidated retained earnings.

Entergy's ability to guarantee obligations of Entergy's non-utility subsidiaries is also limited by SEC regulations under PUHCA. In August 2000, the SEC issued an order, effective through December 31, 2005, that allows Entergy to issue up to $2 billion of guarantees for the benefit of its non-utility companies. Entergy currently has sufficient capacity under this order for its foreseeable needs.

Under PUHCA, the SEC imposes a limit equal to 15% of consolidated capitalization on the amount that may be invested in "energy-related" businesses without specific SEC approval. Entergy has made investments in energy-related businesses, including power marketing and trading. Entergy's available capacity to make additional investments at December 31, 2003 was approximately $1.6 billion.

Sources of Capital

Entergy's sources to meet its capital requirements and to fund potential investments include:

• internally generated funds;
• cash on hand ($692 million as of December 31, 2003);
• securities issuances;
• bank financing under new or existing facilities; and
• sales of assets.

The majority of Entergy's internally generated funds come from the domestic utility companies and System Energy. Circumstances such as weather patterns, price fluctuations, and unanticipated expenses, including unscheduled plant outages, could affect the level of internally generated funds in the future. In the following section Entergy's cash flow activity for the previous three years is discussed.

Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, 2003, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $309.4 million and $41.9 million, respectively. Additionally, PUHCA prohibits Entergy Corporation's subsidiaries from making loans or advances to Entergy Corporation. All debt and common and preferred stock issuances by the domestic utility companies and System Energy require prior regulatory approval and their preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, other agreements. The domestic utility companies and System Energy have sufficient capacity under these tests to meet foreseeable capital needs.

Short-term borrowings by the domestic utility companies and System Energy, including borrowings under the intra-company money pool, are limited to amounts authorized by the SEC. Under the SEC order authorizing the short-term borrowing limits, the domestic utility companies and System Energy cannot incur new short-term indebtedness if the issuer's common equity would comprise less than 30% of its capital. See Note 4 to the consolidated financial statements for further discussion of Entergy's short-term borrowing limits.

Cash Flow Activity

As shown in Entergy's Statements of Cash Flows, cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

	2003	2002	2001
	(In Millions)
Cash and cash equivalents at beginning of period	$1,335	$752	$1,382
Cash flow provided by (used in):
Operating activities	2,006	2,181	2,216
Investing activities	(1,783)	(1,388)	(2,224)
Financing activities	(869)	(213)	(622)
Effect of exchange rates on cash and cash equivalents	3	3	-
Net increase (decrease) in cash and cash equivalents	(643)	583	(630)
Cash and cash equivalents at end of period	$692	$1,335	$752

Operating Cash Flow Activity

2003 Compared to 2002

Entergy's cash flow provided by operating activities decreased in 2003 primarily due to the following:

• The U.S. Utility provided $1,675 million in operating cash flow in 2003 compared to providing $2,341 million in 2002. The decrease primarily resulted from the tax accounting election made by Entergy Louisiana, as discussed below. Also contributing to the decrease were higher payments for fuel during the period, which also significantly increased the amount of deferred fuel costs. Management expects that the deferred fuel costs will be recovered through regulatory recovery mechanisms currently in place.
• The non-nuclear wholesale assets business used $70 million in operating cash flow in 2003 compared to providing $43 million in 2002 primarily due to a decrease of $64 million in the income tax refund received in 2003 compared to 2002. Also contributing to the increase in cash used was a one-time $33 million payment related to a generation contract in the non-nuclear wholesale assets business.
• The Non-Utility Nuclear segment provided $183 million in operating cash flow in 2003 compared to providing $282 million in 2002 primarily due to higher tax payments and unplanned outages.
• Operating cash flow used by the investment in Entergy-Koch, LP decreased by $6 million in 2003. This decrease in cash flow used was due to the receipt of $100 million in dividends from Entergy-Koch in 2003. Almost entirely offsetting the dividends received was an increase in tax payments related to Entergy's investment in Entergy-Koch due to increased income from the investment.

Partially offsetting the decrease was an increase due to the parent company providing $209 million in operating cash flow in 2003 compared to using $439 million in 2002 primarily due to the payment that Entergy Corporation made to Entergy Louisiana in 2002 pursuant to the tax accounting election made by Entergy Louisiana that is discussed below.

2002 Compared to 2001

Entergy's cash flow provided by operating activities decreased in 2002 primarily due to:

• The U.S. Utility provided $2,341 million in operating cash flow, an increase of $693 million compared to 2001. The increase primarily resulted from the tax accounting election made by Entergy Louisiana that is discussed below.
• The parent company used $439 million in operating cash flow compared to providing $407 million in 2001. The decrease primarily resulted from the payment that Entergy Corporation made to Entergy Louisiana pursuant to the tax accounting election made by Entergy Louisiana that is discussed below.
• The Non-Utility Nuclear business provided $282 million in operating cash flow, an increase of $18 million compared to 2001.
• Entergy's investment in Entergy-Koch used $47 million in operating cash flow in 2002, a decrease of $8 million compared to 2001. The use of cash primarily relates to tax payments on Entergy's share of the partnership income. Entergy did not receive a dividend from Entergy-Koch in 2002 or in 2001 because the joint venture was retaining capital for business opportunities.
• The non-nuclear wholesale assets business provided $43 million in operating cash flow in 2002, compared to using $73 million in 2001.

Tax Election

In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to the contract to purchase power from the Vidalia project (the contract is discussed in Note 9 to the consolidated financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $805 million through 2003, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power. Approximately half of the consolidated cash flow benefit of the election occurred in 2001 and the remainder occurred in 2002. In accordance with Entergy's intercompany tax allocation agreement, the cash flow benefit for Entergy Louisiana occurred in the fourth quarter of 2002.

In a September 2002 settlement of an LPSC proceeding that concerned the Vidalia contract, the LPSC approved Entergy Louisiana's proposed treatment of the regulatory impact of the tax accounting election. In general, the settlement permits Entergy Louisiana to keep a portion of the tax benefit in exchange for bearing the risk associated with sustaining the tax treatment. The LPSC settlement divided the term of the Vidalia contract into two segments: 2002-2012 and 2013-2031. During the first eight years of the 2002-2012 segment, Entergy Louisiana agreed to credit rates by flowing through its fuel adjustment calculation $11 million each year, beginning monthly in October 2002. Entergy Louisiana must credit rates in this way and by this amount even if Entergy Louisiana is unable to sustain the tax deduction. Entergy Louisiana also must credit rates by $11 million each year for an additional two years unless either the tax accounting method elected is retroactively repealed or the Inter nal Revenue Service denies the entire deduction related to the tax accounting method. Entergy Louisiana agreed to credit ratepayers additional amounts unless the tax accounting election is not sustained if it is challenged. During 2013-2031, Entergy Louisiana and its ratepayers would share the remaining benefits of this tax accounting election.

Investing Activities

2003 Compared to 2002

Net cash used in investing activities increased in 2003 primarily due to the following:

• The non-nuclear wholesale assets business realized $215 million in net proceeds from sales of businesses in 2002.
• Temporary investments of $150 million matured in 2002, which provided cash flow in 2002.
• Temporary investments of $50 million were made in 2003, which used cash flow in 2003.
• Entergy Gulf States has $77 million and Entergy Mississippi has $73 million of other regulatory investments in 2003 as a result of fuel cost under-recoveries. See Note 1 to the consolidated financial statements for discussion of the accounting treatment of these fuel cost under-recoveries. See Note 2 to the consolidated financial statements for discussion of the change in Entergy Mississippi's energy cost recovery rider.

Partially offsetting these uses of cash, approximately $172 million of the cash collateral for a letter of credit that secures the installment obligations owed to NYPA for the acquisition of the FitzPatrick and Indian Point 3 nuclear power plants was released to Entergy during 2003. There is approximately $60 million of cash collateral remaining that Entergy expects to be released in March 2004 as a result of the regularly scheduled payment on the note payable to NYPA.

2002 Compared to 2001

Net cash used in investing activities decreased in 2002 primarily due to the following:

• Entergy used $420 million less cash in its 2002 nuclear power plant purchase than it used in its 2001 purchase. In July 2002, Entergy's Non-Utility Nuclear business purchased the Vermont Yankee nuclear power plant for $180 million in cash. In September 2001, Entergy's Non-Utility Nuclear business purchased the Indian Point 2 nuclear power plant for $600 million in cash. The liabilities to decommission both plants, as well as related decommissioning trust funds, were also transferred to Entergy. These decommissioning trust transfers are reflected in the non-cash activity section of the cash flow statements.
• Entergy made cash contributions of approximately $414 million in 2001 in connection with the formation of Entergy-Koch.
• Entergy made a $272 million cash investment in 2001 to provide the collateral, discussed above, for the letter of credit that secures the installment obligations owed to NYPA. Approximately $40 million of this collateral was released to Entergy in 2002.
• Entergy used $150 million to invest in temporary investments with a maturity of greater than 90 days in 2001 and those investments matured in 2002. This resulted in a net decrease of $300 million in cash used in 2002.

Partially offsetting the decrease in net cash used in investing activities were the following:

• Entergy received less cash from sales of businesses in 2002 than it received in 2001. The sale of the Saltend plant in August 2001 provided approximately $810 million in cash, while the sale of various projects in 2002 provided approximately $215 million in cash.

• Entergy spent approximately $150 million more on construction in 2002 than in 2001, primarily for construction of the Harrison County project.

Financing Activities

2003 Compared to 2002

Net cash used in financing activities increased in 2003 primarily due to the following:

• Net long-term debt retirements by the U.S. Utility segment were approximately $470 million in 2003 compared to net issuances of approximately $76 million in 2002. See Note 5 to the consolidated financial statements for the details of Entergy's long-term debt outstanding.
• The net borrowings under Entergy Corporation's credit facilities decreased $500 million in 2003 compared to an increase of $244 million in 2002.

The items causing cash used to increase in 2003 were partially offset by the following:

• Entergy Corporation issued $538 million of long-term notes in 2003 compared to $267 million in 2002.
• The non-nuclear wholesale assets business retired $268 million of long-term debt in 2002 related to the repurchase of the rights to acquire turbines discussed in Results of Operations above. Partially offsetting this was the retirement of the $79 million Top of Iowa wind project debt at its maturity in January 2003.
• Entergy repurchased $8 million of its common stock in 2003 compared to $118 million in 2002.

2002 Compared to 2001

Net cash used in financing activities decreased in 2002 primarily due to:

• Entergy increased the net borrowings under Entergy Corporation's credit facilities by $295 million in 2002.
• Entergy Corporation issued $267 million of long-term notes in 2002.
• The non-nuclear wholesale assets business used $196 million less cash in 2002 to retire debt than it did in 2001. This primarily resulted from two transactions. The non-nuclear wholesale assets business retired$268 million of long-term debt in April 2002 related to the acquisition of the rights to purchase turbines from a special-purpose financing entity. In 2001 the non-nuclear wholesale assets business retired the $555 million outstanding on the Saltend credit facility when the plant was sold.
• Issuances of long-term debt net of retirements by the U.S. Utility segment provided $113 million less cash in 2002 than in 2001. Net issuances were $76 million in 2002 compared to $189 million in 2001.
• Entergy repurchased $81.6 million more of its common stock in 2002 than in 2001.

In a non-cash transaction in 2002, long-term debt was reduced by $488 million in the sale of the Damhead Creek plant when the purchaser assumed the Damhead Creek debt along with the acquisition of the plant.

Significant Factors and Known Trends

Rate Regulation and Fuel-Cost Recovery

The rates that the domestic utility companies and System Energy charge for their services are an important item influencing Entergy's financial position, results of operations, and liquidity. These companies are closely regulated and the rates charged to their customers are determined in regulatory proceedings, except for a portion of Entergy Gulf States' operations. Governmental agencies, including the APSC, the City Council, the LPSC, the MPSC, the PUCT, and FERC, are primarily responsible for approval of the rates charged to customers. The status of material retail rate proceedings are summarized below and described in more detail in Note 2 to the consolidated financial statements.

Company	Authorized ROE	Pending Proceedings/Events
Entergy Arkansas	11.0%	No cases are pending. Transition cost account mechanism expired on December 31, 2001. It is likely that a rate filing will be made in mid-2005 in connection with the steam generator replacement at ANO.
Entergy Gulf States-Texas	10.95%	Base rates have been frozen since settlement order issued in June 1999. Freeze will likely extend to the start of retail open access, given management's current expectations as to the start date of retail open access.
Entergy Gulf States-Louisiana	11.1%	The LPSC approved a settlement resolving the 4th - 8th post-merger earning reviews resulting in a $22.1 million prospective rate reduction effective January 2003 and a refund of $16.3 million. In December 2003, the LPSC staff recommended a $30.6 million rate refund and a prospective rate reduction of approximately $50 million as a result of the 9th earnings analysis (2002). Hearings are set for April 2004. With the LPSC staff, Entergy Gulf States continues to pursue the development of a performance-based rate structure.
Entergy Louisiana	9.7%- 11.3%(1)	In January 2004, Entergy Louisiana filed with the LPSC for a $167 million base rate increase and an ROE of 11.4%. The current ROE midpoint is 10.5%.  Hearings are currently set for September 2004. With the LPSC staff, Entergy Louisiana continues to pursue the development of a performance-based rate structure.
Entergy Mississippi	10.64%- 12.86%(2)	An annual formula rate plan is in place. The MPSC approved a $48.2 million rate increase effective January 2003 and an ROE midpoint of 11.75%. Entergy Mississippi will make a formula rate plan filing in March 2004.
Entergy New Orleans	10.25%-12.25%(3)	The City Council approved an agreement in May 2003 allowing for a $30.2 million increase in base rates effective June 1, 2003 and approved the implementation of formula rate plans for the electric and gas service that will be evaluated annually until 2005. An appeal of the approval by intervenors is pending, but the rates remain in effect. The midpoint ROE of both plans is 11.25%, with a target equity component of 42%. Entergy New Orleans will make a formula rate plan filing in May 2004.
System Energy	10.94%	ROE approved by July 2001 FERC order. No cases pending before FERC.

(1)	Entergy Louisiana's formula rate plan expired with the 2001 test year. Under the expired formula, if Entergy Louisiana earned outside of the bandwidth range, rates would be adjusted on a prospective basis. If earnings were above the bandwidth range, rates would be reduced by 60 percent of the overage, and if below, increased by 60 percent of the shortfall.
(2)	Under Mississippi law and Entergy Mississippi's formula rate plan, if Entergy Mississippi's earned ROE is above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississippi's rates are reduced by 50 percent of the difference between the earned ROE and the top of the bandwidth. In such circumstance, Entergy Mississippi's 'Allowed ROE' for the next twelve-month period is the point halfway between such earned ROE and the top of the bandwidth -- Entergy Mississippi's retail rates are set at that halfway-point ROE level. (Before the comparison is made of the earned ROE to the bandwidth, the bandwidth can be adjusted for performance measures by as much as 1%. Rates are adjusted pursuant to Entergy Mississippi's formula rate plan on a prospective basis only.) In the situation where Entergy Mississippi's earned ROE is not above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississippi 's 'Allowed ROE' for the next twelve-month period is the top of the range-of-no-change at the top of the bandwidth. If earnings are below the bandwidth range, rates are increased by 50 percent of the difference between the earned ROE and the bottom of the bandwidth. Under the provisions of Entergy Mississippi's formula rate plan, each annual formula rate plan filing incorporates a revised calculation of the benchmark ROE. The benchmark ROE set out in the March 15, 2004, formula rate plan filing likely will differ from the last approved ROE. Entergy Mississippi anticipates the March 15, 2004, filing will show an allowed regulatory earnings range of 9.3% to 12.2%. Entergy Mississippi does not anticipate a reduction in revenues going forward.
(3)	If Entergy New Orleans earns outside of the bandwidth range, rates will be adjusted on a prospective basis. Under the gas formula rate plan, if earnings are above the bandwidth range, rates are reduced by 100 percent of the overage, and if below, increased by 100 percent of the shortfall. In addition, if the ROE falls between 11.5% and 12.25%, rates are reduced by 60 percent of the difference, and if the ROE falls between 10.25% and 11%, rates are increased by 40 percent of the differential. Under the electric formula rate plan, rates are adjusted accordingly by 100 percent of the amount of any overage or shortfall. Entergy New Orleans may earn up to 13.25% under the electric formula rate plan provided that the increase is caused by its share of energy cost savings under the generation performance-based recovery plan discussed below.

In addition to the regulatory scrutiny connected with base rate proceedings, the domestic utility companies' fuel and purchased power costs recovered from customers are subject to regulatory scrutiny. The domestic utility companies' significant fuel and purchased power cost proceedings are described in Note 2 to the consolidated financial statements.

System Agreement Litigation

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generating and transmission facilities under the terms of an agreement called the System Agreement that has been approved by the FERC. Litigation involving the System Agreement is being pursued by the LPSC at both the FERC and before itself. These proceedings include challenges to the allocation of costs as defined by the System Agreement, raise questions of imprudence by the domestic utility companies in their execution of the System Agreement, and seek support for local regulatory authority over System Agreement issues. Regarding the proceeding at the LPSC, Entergy believes that state and local regulators are pre-empted by federal law from reviewing and deciding System Agreement issues for themselves. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is pre-empted by federal law from reviewing and interpreting FERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate schedule in the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and reversed the decisions of the LPSC and the Louisiana Supreme Court.

In the proceeding at FERC, the LPSC alleges that the domestic utility companies' annual production costs over the period 2002 to 2007 will be over or (under) the average for the domestic utility companies by the following amounts:

Entergy Arkansas	($130) to ($278) million
Entergy Gulf States - Louisiana	$11 to $87 million
Entergy Louisiana	$139 to $132 million
Entergy Mississippi	($27) to $13 million
Entergy New Orleans	$7 to $46 million

This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the proceeding at FERC cannot be predicted at this time.

In February 2004 a FERC ALJ issued an Initial Decision in the proceeding. The Initial Decision decided some issues in favor of the relief sought by the LPSC, and decided some issues against the relief sought by the LPSC. Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in Ap ril 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

Market and Credit Risks

Market risk is the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Entergy is exposed to the following significant market risks:

• The commodity price risk associated with Entergy's Non-Utility Nuclear and Energy Commodity Services segments.
• The foreign currency exchange rate risk associated with certain of Entergy's contractual obligations.
• The interest rate and equity price risk associated with Entergy's investments in decommissioning trust funds.

Entergy is also exposed to credit risk. Credit risk is the risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement. Where it is a significant consideration, counterparty credit risk is addressed in the discussions that follow.

Commodity Price Risk

Power Generation

The sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business and Energy Commodity Services, unless otherwise contracted, is subject to the fluctuation of market power prices. Entergy's Non-Utility Nuclear business has entered into power purchase agreements (PPAs) and other contracts to sell the power produced by its power plants at prices established in the PPAs. Entergy continues to pursue opportunities to extend the existing PPAs and to enter into new PPAs with other parties. Following is a summary of the amount of the Non-Utility Nuclear business' output that is currently sold forward under physical or financial contracts at fixed prices:

	2004	2005	2006	2007	2008
Non-Utility Nuclear:
% of planned generation sold forward	100%	52%	32%	16%	4%
Planned generation (GWh)	32,787	34,164	34,853	34,517	34,513
Average price per MWh	$38	$37	$35	$34	$38

The Vermont Yankee acquisition included a 10-year PPA, which is through the expiration of the current operating license for the plant, under which the former owners will buy the power produced by the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward annually, beginning in November 2005, if power market prices drop below PPA prices. Accordingly, because the price is not fixed, the table above does not report power from that plant as sold forward after October 2005. Approximately 2% of Non-Utility Nuclear's planned generation in 2005, 13% in 2006, 12% in 2007, and 13% in 2008 is under contract from Vermont Yankee after October 2005.

Under the PPAs with NYPA for the output of power from Indian Point 3 and FitzPatrick, the Non-Utility Nuclear business is obligated to produce at an average capacity factor of 85% with a financial true-up payment to NYPA should NYPA's cost to purchase power due to an output shortfall be higher than the PPAs' price.  The calculation of any true-up payments is based on two two-year periods.  For the first period, which ran through November 20, 2002, Indian Point 3 and FitzPatrick operated at 95% and 97%, respectively, under the true-up formula.  Credits of up to 5% reflecting period one generation above 85% can be used to offset any output shortfalls in the second period, which runs through theend of the PPAs on December 31, 2004.

Included in the planned generation sold forward percentages are contracts entered into in 2003 that are not unit contingent but are firm contracts containing liquidated damages provisions. These firm contracts are for 1% of Non-Utility Nuclear's planned generation in 2005, 4% in 2006, 2% in 2007, and 0% in 2008.

In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed capacity to load-serving distribution companies in order for those companies to meet requirements placed on them by the Independent System Operators in their area. Following is a summary of the amount of the Non-Utility Nuclear business' installed capacity that is currently sold forward, and the blended amount of the Non-Utility Nuclear business' planned generation output and installed capacity that is currently sold forward:

	2004	2005	2006	2007	2008
Non-Utility Nuclear:
Percent of capacity sold forward:
Bundled capacity and energy contracts	55%	15%	12%	13%	13%
Capacity contracts	28%	15%	6%	3%	0%
Total	83%	30%	18%	16%	13%
Planned MW in operation	4,111	4,203	4,203	4,203	4,203
Average capacity contract price per kW per month	$2.4	$1.3	$0.6	$0.7	N/A
Blended Capacity and Energy (based on revenues)
% of planned generation and capacity sold forward	99%	49%	28%	13%	4%
Average contract revenue per MWh	$39	$37	$35	$34	$38

As of December 31, 2003, approximately 99% of Entergy's counterparties to Non-Utility Nuclear's energy and capacity contracts have investment grade credit ratings.

Following is a summary of the amount of Energy Commodity Services' output and installed capacity that is currently sold forward under physical or financial contracts at fixed prices:

	2004	2005	2006	2007	2008
Energy Commodity Services:
Capacity
Planned MW in operation	1,911	1,911	1,911	1,911	1,911
% of capacity sold forward	43%	43%	34%	31%	26%
Energy
Planned generation (GWh)	3,321	3,348	3,337	3,545	4,015
% of planned generation sold forward	64%	67%	52%	42%	39%
Blended Capacity and Energy (based on revenues)
% of planned energy and capacity sold forward	62%	66%	50%	41%	35%
Average contract revenue per MWh	$26	$25	$27	$31	$28

The increase in the planned generation sold forward percentages from the percentages reported in the 2002 Form 10-K is attributable to Entergy Louisiana and Entergy New Orleans contracts involving RS Cogen and Independence 2 entered into in 2003. These contracts are still subject to a FERC review proceeding scheduled for hearing later in 2004.

Entergy continually monitors industry trends in order to determine whether asset impairments or other losses could result from a decline in value, or cancellation, of merchant power projects, and records provisions for impairments and losses accordingly.

Marketing and Trading

The earnings of Entergy's Energy Commodity Services segment are exposed to commodity price market risks primarily through Entergy's 50%-owned, unconsolidated investment in Entergy-Koch. Entergy-Koch Trading (EKT) uses value-at-risk models as one measure of the market risk of a loss in fair value for EKT's natural gas and power trading portfolio. Actual future gains and losses in portfolios will differ from those estimated based upon actual fluctuations in market rates, operating exposures, and the timing thereof, and changes in the portfolio of derivative financial instruments during the year.

To manage its portfolio, EKT enters into various derivative and contractual transactions in accordance with the policy approved by the trading committee of the governing board of Entergy-Koch. The trading portfolio consists of physical and financial natural gas and power as well as other energy and weather-related contracts. These contracts take many forms, including futures, forwards, swaps, and options.

Characteristics of EKT's value-at-risk method and the use of that method are as follows:

• Value-at-risk is used in conjunction with stress testing, position reporting, and profit and loss reporting in order to measure and control the risk inherent in the trading and mark-to-market portfolios.
• EKT estimates its value-at-risk using a model based on J.P. Morgan's Risk Metrics methodology combined with a Monte Carlo simulation approach.
• EKT estimates its daily value-at-risk for natural gas and power using a 97.5% confidence level. EKT's daily value-at-risk is a measure that indicates that, if prices moved against the positions, the loss in neutralizing the portfolio would not be expected to exceed the calculated value-at-risk.
• EKT seeks to limit the daily value-at-risk on any given day to a certain dollar amount approved by the trading committee.

EKT's value-at-risk measures, which it calls Daily Earnings at Risk (DE@R), for its trading portfolio were as follows:

	2003	2002	2001
		(in millions)
DE@R at end of the year	$9.6	$15.2	$5.5
Average DE@R for the year	13.6	10.8	6.4
Low DE@R for the year	5.9	6.6	3.6
High DE@R for the year	35.2	16.9	8.0

EKT's DE@R at the end of the year was lower in 2003 compared to 2002 as a result of reduced strength of point-of-view during the second half of 2003. EKT's average DE@R increased in 2003 compared to 2002 as a result of an increase in the size of the position held, particularly during the first quarter of 2003. EKT's average DE@R increased in 2002 compared to 2001 as a result of an increase in the size of the position held and an increase in the volatility of natural gas prices in the latter part of the year.

For all derivative and contractual transactions, EKT is exposed to losses in the event of nonperformance by counterparties to these transactions. Relevant considerations when assessing EKT's credit risk exposure include:

• EKT's operations are primarily concentrated in the energy industry.
• EKT's trade receivables and other financial instruments are predominantly with energy, utility, and financial services related companies, as well as other trading companies in the U.S., UK, and Western Europe.
• EKT maintains credit policies, which its management believes minimize overall credit risk.
• Prospective and existing customers are reviewed for creditworthiness based upon pre-established standards, with customers not meeting minimum standards providing various secured payment terms, including the posting of cash collateral.
• EKT also has master netting agreements in place. These agreements allow EKT to offset cash and non-cash gains and losses arising from derivative instruments with the same counterparty. EKT's policy is to have such master netting agreements in place with significant counterparties.

Based on EKT's policies, risk exposures, and valuation adjustments related to credit, EKT does not anticipate a material adverse effect on its financial position as a result of counterparty nonperformance. As of December 31, 2003 approximately 91% of EKT's counterparty credit exposure is associated with companies that have at least investment grade credit ratings.

Following are EKT's mark-to-market assets (liabilities) and the period within which the assets (liabilities) would be realized (paid) in cash if they are held to maturity and market prices are unchanged:

Maturities and Sources for Fair Value of Trading Contracts at December 31, 2003	0-12 months	13-24 months	25+ months	Total
	(In Millions)
Prices actively quoted	$126.3	($87.1)	($14.6)	$24.6
Prices provided by other sources	4.8	(10.1)	5.6	0.3
Prices based on models	(28.0)	14.2	4.9	(8.9)
Total	$103.1	($83.0)	($4.1)	$16.0

Following is a roll-forward of the change in the fair value of EKT's mark-to-market contracts during 2003:

	2003
	(In Millions)
Fair value of contracts outstanding at December 31, 2002 after implementation of EITF 02-03	$90.9
(Gain)/loss from contracts realized/settled during the year	(580.0)
Net option premiums received during the year	275.7
Change in fair value of contracts attributable to market movements during the year	229.4
Net change in contracts outstanding during the year	(74.9)
Fair value of contracts outstanding at December 31, 2003	$16.0

Foreign Currency Exchange Rate Risk

Entergy Gulf States, System Fuels, and Entergy's Non-Utility Nuclear business enter into foreign currency forward contracts to hedge the Euro-denominated payments due under certain purchase contracts. The notional amounts of the foreign currency forward contracts are 142.8 million Euro and the forward currency rates range from .8641 to 1.085. The maturities of these forward contracts depend on the purchase contract payment dates and range in time from January 2004 to January 2007. The mark-to-market valuation of the forward contracts at December 31, 2003 was a net asset of $50 million. The counterparty banks obligated on these agreements are rated by Standard & Poor's Rating Services at AA on their senior debt obligations as of December 31, 2003.

Interest Rate and Equity Price Risk - Decommissioning Trust Funds

Entergy's nuclear decommissioning trust funds are exposed to fluctuations in equity prices and interest rates. The NRC requires Entergy to maintain trusts to fund the costs of decommissioning ANO 1, ANO 2, River Bend, Waterford 3, Grand Gulf 1, Pilgrim, Indian Point 1 and 2, and Vermont Yankee (NYPA currently retains the decommissioning trusts and liabilities for Indian Point 3 and FitzPatrick). The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that exposure of the various funds to market fluctuations will not affect Entergy's financial results of operations as it relates to the ANO 1 and 2, River Bend, Grand Gulf 1, and Waterford 3 trust funds because of the application of regulatory accounting principles. The Pilgrim, Indian Point 1 and 2, and Vermont Yankee trust funds collectively hold approximately $895 million of fixed-rate, fixed-income securities as of De cember 31, 2003. These securities have an average coupon rate of approximately 5.6%, an average duration of approximately 5.2 years, and an average maturity of approximately 7.9 years. The Pilgrim, Indian Point 1 and 2, and Vermont Yankee trust funds also collectively hold equity securities worth approximately $450 million as of December 31, 2003. These securities are generally held in funds that are designed to approximate or somewhat exceed the return of the Standard & Poor's 500 Index, and a relatively small percentage of the securities are held in a fund intended to replicate the return of the Wilshire 4500 Index. The decommissioning trust funds are discussed more thoroughly in Notes 1 and 9 to the consolidated financial statements.

Utility Restructuring

In Entergy's U.S. Utility service territory, movement to retail competition either has not occurred or has been abandoned, with the exception of Texas, where it has been significantly delayed. At FERC, the pace of restructuring at the wholesale level has begun but has also been delayed. It is too early to predict the ultimate effects of changes in U.S. energy markets. Restructuring issues are complex and are continually affected by events at the national, regional, state, and local levels. These changes may result, in the long-term, in fundamental changes in the way traditional integrated utilities and holding company systems, like the Entergy system, conduct their business. Some of these changes may be positive for Entergy, while others may not be.

In the long-term, these changes may result in increased costs associated with utility unbundling of services or functions and transitioning in new organizational structures and ways of conducting business. It is possible that the new organizational structures that may be required will result in lost economies of scale, less beneficial cost sharing arrangements within utility holding company systems, and, in some cases, greater difficulty and cost in accessing capital. Furthermore, these changes could result in early refinancing of debt, the reorganization of debt, or other obligations between newly formed companies and Entergy. As a result of federal and state "codes of conduct" and affiliate transaction rules, adopted as part of restructuring, new non-utility affiliates in Entergy's system may be precluded from, or limited in, doing business with affiliated electric market participants, or have prices set at the lower of cost or market. In addition, regulators may impose limits on (pr ice caps), rather than have the market set, wholesale energy prices. There are a number of other changes that may result from electric business competition and unbundling, including, but not limited to, changes to labor relations, management and staffing, structure of operations, environmental compliance responsibility, and other aspects of the utility business.

Transmission

In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs. Entergy's domestic utility companies were participating with other transmission owners within the southeastern United States to establish an RTO, the proposed SeTrans RTO, but the sponsors determined that the regulatory approvals necessary for the development of the SeTrans RTO were unlikely to be obtained at the present time and in December 2003 suspended further development activity. Although SeTrans development is suspended, Entergy continues to focus its efforts on reforms that can further the core objectives of FERC's 2000 ord er: achieving greater independence in the provision of transmission service and a more efficient method of pricing that service. Entergy intends to work with FERC and Entergy's retail regulators on certain voluntary steps to further those objectives.

As currently contemplated, and assuming applicable regulatory support and approvals can be obtained, Entergy plans to contract with an independent transmission entity to oversee the granting of transmission service on the Entergy system as well as the implementation of the weekly procurement process that Entergy has proposed. Entergy will submit to the FERC for its approval the proposed contract setting forth the independent entity's duties and obligations as well as other documents necessary to implement this proposed structure. The proposed structure does not transfer control of Entergy's transmission system to the independent entity, but rather will vest with the independent entity broad oversight authority over transmission planning and operations.

Entergy also intends that the independent transmission entity will administer a transition to participant funding that should increase the efficiency of transmission pricing on the Entergy system. Entergy intends for the independent transmission entity to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers. This determination would be made in accordance with protocols approved by the FERC and any party contesting such determination, including Entergy, would be required to seek review at the FERC.

On February 13, 2004 a group of ten market participants filed with the FERC a response to the announcement that the SeTrans sponsors had suspended further development efforts. In their response, the participants allege that absent the SeTrans RTO the dominant utilities in the southeastern United States (Entergy and Southern Company) will continue to maintain control over the transmission system and will continue to have the ability to exercise market power in the wholesale market. The market participants urge the FERC to: (1) order Entergy and Southern to immediately turn over control of their OASIS system to an independent entity; (2) initiate a formal investigation into competitive conditions in the southeastern United States; (3) issue a show cause order regarding revocation of Entergy's and Southern's market-based rate authority; and (4) either order Entergy and Southern into an RTO or initiate proceedings to appoint a market monitor and conduct various audits of Entergy's and South ern's practices and procedures related to the granting of transmission service and the planning of the transmission system. Entergy believes that the allegations contained in the response are without merit and plans to vigorously defend itself. See additional discussion related to this issue in the FERC's Supply Margin Assessment section below.

In September 2001, the LPSC ordered Entergy Gulf States and Entergy Louisiana to show cause as to why these companies should not be enjoined from transferring their transmission assets, or control of those transmission assets, to an ITC (independent transmission company), RTO, or any similar organization, asserting that FERC does not have jurisdiction to mandate an ITC or RTO. This proceeding is pending.

FERC's Supply Margin Assessment

In November 2001, FERC issued an order that established a new generation market power screen (called Supply Margin Assessment) for purposes of evaluating a utility's request for market-based rate authority, applied that new screen to the Entergy System (among others), determined that Entergy and the others failed the screen within their respective control areas, and ordered these utilities to implement certain mitigation measures as a condition to their continued ability to buy and sell at market-based rates. Among other things, the mitigation measures would require that Entergy transact at cost-based rates when it is buying or selling in the hourly wholesale market within its control area. Entergy requested rehearing of the order, and FERC has delayed the implementation of certain mitigation measures until such time as it has had the opportunity to consider the rehearing request. In June 2003, the FERC proposed and ultimately ado pted new market behavior rules and tariff provisions that would be applied to any market-based sale. Entergy modified its market-based rate tariffs to reflect the new provisions but has requested rehearing of FERC's order. Additionally, during December 2003 the FERC announced it was holding additional technical conferences on proposed modifications to its Supply Margin Assessment screen. Two technical conferences were held during January 2004. Entergy has filed comments in this proceeding urging the FERC to rely on an "uncommitted capacity" version of any market screen in order to reflect a utility's native load obligations. It is Entergy's belief that cost-based regulation effectively mitigates both the ability and the incentive to exercise market power to the extent of the native load obligations. A FERC rule on Supply Margin Assessment could be issued by the end of March 2004.

Separately, Entergy-Koch Trading filed its triennial market power update on January 26, 2004. Three market participants intervened and urged the FERC to reject Entergy-Koch Trading's triennial update and terminate Entergy-Koch Trading's, the domestic utility companies', and their affiliates' market-based rate authority for sales within the Entergy control area unless and until adequate mitigation measures have been implemented. If the FERC were to revoke Entergy-Koch Trading's, the domestic utility companies', and their affiliates' market- based rate authority for wholesale sales within the Entergy control area, these entities would be limited to making wholesale sales pursuant to cost-based rate schedules approved by the FERC. Entergy's wholesale sales within its control area could be cost-justified and the wholesale electricity sales of Entergy-Koch Trading within Entergy's control area are of a limited amount; therefore management does not believe that the revocation of market-based rate authority would have a material effect on the financial results of Entergy. In spite of this, Entergy intends to vigorously defend its market-based rate authority.

In a separate, but related proceeding, in December 2003, the FERC determined that the acquisition by Oklahoma Gas & Electric (OG&E) of a generating facility within its control area from a non-affiliated entity would undermine competition and was, accordingly, not consistent with the public interest. Based on this conclusion, the FERC then set the matter for hearing to determine what mitigation remedies would be necessary to address the market power issues. The FERC's determination that the acquisition would raise market power concerns was premised on an analysis that relied on OG&E's total capacity, not its uncommitted capacity. This proceeding, and the FERC's ultimate ruling, could significantly affect a utility's ability to acquire needed non-affiliated generation resources in its service territory, such as the pending purchase of the Perryville power plant by Entergy Louisiana.

Interconnection Orders

In January 2003, the FERC issued two orders in proceedings involving Interconnection Agreements between each of the domestic utility companies (except Entergy New Orleans) and certain generators interconnecting to the domestic utility companies' transmission system. In the orders, the FERC authorized the generators to abrogate certain provisions of the interconnection agreements in order to avail themselves of new FERC policies developed after the generators' execution of the agreements. Under the FERC's orders, capital costs that the generators had agreed to bear will now be shifted to Entergy's native load and other transmission customers. Other generators that previously had executed interconnection agreements agreeing to bear similar costs have also filed complaints to obtain the same or similar relief against the domestic utility companies. In the event that the generators that have interconnected to the Entergy transmission system are successful in obtaining such relief, it i s estimated that approximately $280 million of costs will be shifted from the interconnecting generators to the domestic utility companies' other transmission customers, including the domestic utility companies' bundled-rate retail customers. Entergy intends to pursue all regulatory and legal avenues available to it in order to have these orders reversed, and the affected interconnection agreements reinstated as agreed to by the generators. The domestic utility companies had appealed previously to the Court of Appeals for the D.C. Circuit the FERC orders initially establishing the new FERC policy that was applied retroactively in the January orders. In the orders currently pending before the D.C. Circuit, the FERC had applied the new policy on a prospective basis. In an opinion issued in February 2003, the D.C. Circuit denied Entergy's petition for review in one proceeding, concluding that the FERC had not acted in an arbitrary and capricious manner when it changed its policy from that of directly assign ing certain interconnection costs to the generator to a policy in which those costs are borne by all customers on the domestic utility companies' transmission system. A related proceeding concerning a similar change in policy for another segment of interconnection costs is still pending before the D.C. Circuit.

In July 2003, the FERC issued its final rule on the standardization of generation interconnection agreements and procedures (Order 2003). Among other things, Order 2003 incorporates pricing policies that require the transmission provider's other customers to bear the vast majority of costs required when a new generator interconnects to its transmission system or requests transmission upgrades necessary for the generator to be considered a network resource for load serving entities within the transmission provider's control area. Order 2003 also requires that generators that fund upgrades receive their money back, with interest, in no more than five years. Order 2003, which the FERC has indicated is to be applied only to prospective interconnection agreements, became effective on January 20, 2004. Consistent with their past practices, the generators that had previously executed interconnection agreements with Entergy and that have transmission credits outstanding have filed complaints at the FERC seeking to avail themselves of the more beneficial crediting aspects of the FERC's final rule. Entergy has opposed such relief and the proceedings are pending. On March 5, 2004, the FERC issued an order on rehearing responding to certain issues raised with respect to Order 2003. While management is still analyzing the order on rehearing, it appears that the FERC has modified Order 2003 to, among other things, eliminate the requirement that the generators receive their money back in no more than five years and include a requirement that the generators receive credits only when transmission service is taken from the specific generating facility served by the interconnection or upgrade. Because the order on rehearing was just issued, however, management's analysis of the effects of the order is ongoing.

Retail

Only in the Texas portion of Entergy Gulf States' service territory has there been significant movement toward retail open access, but implementation has been delayed in that territory. Entergy does not expect that retail open access is likely to begin for Entergy Gulf States before the first quarter of 2005. Entergy Gulf States' Texas-jurisdictional base rates remain unchanged as a result of a base rate freeze implemented in connection with the delay in implementation of retail open access in its Texas service territory. While the PUCT has approved, on an interim basis, a business separation plan for Entergy Gulf States in Texas, and has approved market protocols to implement an interim solution (retail open access without a FERC-approved RTO), several other proceedings necessary to implement retail open access are still pending in Texas. In addition, the LPSC has not approved certain matters needed for retail open access to begin in Texas. Delay in the start of retail open access may delay or jeopardize the regulatory approvals required for retail open access. Retail open access legislation has not been enacted in the other jurisdictions in Entergy's service territory, except for in Arkansas, where it was repealed in February 2003. The status of electric industry restructuring in Entergy's U.S. Utility service territory is more thoroughly discussed in Note 2 to the consolidated financial statements.

Federal Legislation

Federal legislation intended to facilitate wholesale competition in the electric power industry has been seriously considered by the United States Congress, in both the House of Representatives and the Senate. In 2003, both the House and Senate passed separate versions of comprehensive energy legislation. The bills contain electricity provisions that would, among other things, repeal PUHCA, repeal or modify PURPA, enact a mechanism for establishing enforceable reliability standards, provide FERC with new authority over utility mergers and acquisitions, and codify FERC's authority over market-based rates. Late in 2003, a conference committee approved a bill reconciling the differences between the two bills, but that bill has not been brought up for a vote in the Senate.

Nuclear Matters

The domestic utility companies, System Energy, and Non-Utility Nuclear subsidiaries own and operate ten nuclear power generating units and the shutdown Indian Point 1 nuclear reactor. Entergy is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks from the use, storage, handling, and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of any of Entergy's nuclear plants, Entergy may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

Concerns are being expressed in public forums about the safety of nuclear generating units and nuclear fuel, in particular in the area where Entergy's Indian Point units are located, which are discussed in more detail below. These concerns have led to various proposals to federal regulators as well as governing bodies in some localities where Entergy owns nuclear plants for legislative and regulatory changes that could lead to the shut-down of nuclear units, denial of license extension applications, municipalization of nuclear units, restrictions on nuclear units as a result of unavailability of sites for nuclear fuel disposal, or other adverse effects on owning and operating nuclear power plants. Entergy believes that its generating units are in compliance with NRC requirements and intends to vigorously respond to these concerns and proposals.

Groups of concerned citizens and local public officials have raised concerns about safety issues associated with Entergy's Indian Point power plants located in New York. They argue that Indian Point's security measures and emergency plans do not provide reasonable assurance to protect the public health and safety. The NRC has original jurisdiction over these matters. In a decision that became final on December 13, 2002, the NRC denied a petition filed by Riverkeeper, Inc. asking the NRC to order Entergy to suspend operations, revoke the operating license, or adopt other measures, including a temporary shutdown of Indian Point 2 and Indian Point 3. The NRC noted that after September 11, 2001, it ordered enhanced security measures at all nuclear facilities and found that as a result of the collective measures taken since September 11, 2001, the security at Indian Point provides adequate protection of public health and saf ety. The NRC further found that the existing emergency response plans are flexible enough to respond to a wide variety of adverse conditions, including a terrorist attack, and that the current spent fuel storage system adequately protects the public health and safety. Riverkeeper petitioned the United States Court of Appeals for the Second Circuit for review of this final action of the NRC, and in February 2004 the Second Circuit affirmed the NRC and dismissed the petition for review.

In addition, certain concerns are being raised regarding the adequacy of the emergency evacuation plans for Indian Point. These matters initially must be reviewed by the Federal Emergency Management Agency (FEMA). Jurisdiction as to the overall adequacy of emergency planning and preparedness for Indian Point lies with the NRC. Entergy believes that the emergency evacuation plans for Indian Point are adequate to ensure the public health and safety in compliance with NRC requirements. Entergy is working with New York state and county officials, FEMA, the NRC, and other federal agencies to make additional improvements to the plans that may be warranted and to assure them as to the adequacy of the plans.

In July 2003, FEMA issued its notice of certification of the Indian Point Emergency Plan. The NRC followed soon thereafter with its endorsement. In August 2003, Westchester County filed an administrative appeal of the FEMA ruling that the emergency plans are adequate to protect the public health and safety. FEMA regulations on emergency plans provide for appeals in only two situations: (1) FEMA's approval or disapproval of a radiological emergency response plan (RERP) for a nuclear power facility; and (2) FEMA's determination to withdraw approval for a state or local RERP. In both cases, the appeal process is the same.

Litigation

Entergy and its subsidiaries are involved in the ordinary course of business in a substantial amount of employment, asbestos, hazardous material, and other environmental and rate-related proceedings and litigation. Entergy uses legal and appropriate means to contest vigorously litigation threatened or filed against it, but litigation poses a significant business risk to Entergy.

Critical Accounting Estimates

The preparation of Entergy's financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in Entergy's financial statements.

Nuclear Decommissioning Costs

Entergy owns a significant number of nuclear generation facilities in both its U.S. Utility and Non-Utility Nuclear business units. Regulations require that these facilities be decommissioned after the facility is taken out of service, and funds are collected and deposited in trust funds during the facilities' operating lives in order to provide for this obligation. Entergy conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facilities. Note 9 to the consolidated financial statements contains details regarding Entergy's most recent studies and the obligations recorded by Entergy related to decommissioning. The following key assumptions have a significant effect on these estimates:

• Cost Escalation Factors - Entergy's decommissioning revenue requirement studies include an assumption that decommissioning costs will escalate over present cost levels by annual factors ranging from approximately CPI-U to 5.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11.0%.

• Timing - In projecting decommissioning costs, two assumptions must be made to estimate the timing of plant decommissioning. First, the date of the plant's retirement must be estimated. The expiration of the plant's operating license is typically used for this purpose, or an assumption could be made that the plant will be relicensed and operate for some time beyond the original license term. Second, an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. While the impact of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can significantly decrease the present value of these obligations.

• Spent Fuel Disposal - Federal regulations require the Department of Energy to provide a permanent repository for the storage of spent nuclear fuel, and recent legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. However, until this site is available, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities.

The costs of developing and maintaining these facilities can have a significant impact (as much as 16% of estimated decommissioning costs). Entergy's decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.

• Technology and Regulation - To date, there is limited practical experience in the U.S. with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant impact on cost estimates. The impact of these potential changes is not presently determinable. Entergy's decommissioning cost studies assume current technologies and regulations.

The implications of these estimates vary significantly between Entergy's U.S. Utility and Non-Utility Nuclear businesses. Separate discussions of these implications by business segment follow.

U.S. Utility

Entergy collects substantially all of the projected costs of decommissioning the nuclear facilities in its U.S. Utility business segment through rates charged to customers, except for portions of River Bend, which is discussed in more detail below. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are generally estimated to be sufficient to fund the future decommissioning costs. For the U.S. Utility segment, if decommissioning cost study estimates were changed and approved by regulators, collections from customers would also change.

Approximately half of River Bend is not currently subject to cost-based ratemaking. When Entergy Gulf States obtained the 30% share of River Bend formerly owned by Cajun, Entergy Gulf States obtained decommissioning trust funds of $132 million, which have since grown to almost $150 million. Entergy Gulf States believes that these funds will be sufficient to cover the costs of decommissioning this portion of River Bend, and no further collections or deposits are being made for these costs. Additionally, under the Deregulated Asset Plan in the Louisiana jurisdiction of Entergy Gulf States, a portion of River Bend (approximately 16% of its total capacity) is excluded from rate base, and no amounts have been or are being collected for decommissioning for this portion of the plant.

Non-Utility Nuclear

In conjunction with the purchase of Entergy's Non-Utility Nuclear facilities, Entergy assumed the decommissioning obligations and received the related decommissioning trust funds (except for the NYPA acquisition, in which NYPA retained the decommissioning obligations for the Indian Point 3 and FitzPatrick units). Based on decommissioning cost studies and expected plant operation lives, Entergy believes that the amounts in the trust funds will be sufficient to fund future decommissioning costs without additional deposits from Entergy.

As Entergy has assumed these decommissioning obligations without any further external source of funding, changes in estimates of decommissioning costs for these units will have a direct impact on Entergy's financial position and results of operations.

SFAS 143

Entergy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy's asset retirement obligations, and the measurement and recording of Entergy's decommissioning obligations changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

• Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation in Entergy's U.S. Utility business to increase significantly, as Entergy had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
• Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy's decommissioning studies to date have been based on Entergy performing the work, and have not included any such margins or premiums. Inclusion of these items increased cost estimates.
• Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted, risk-free rate. This resulted in significant decreases in Entergy's decommissioning obligations in the Non-Utility Nuclear business, as this discount rate is higher than the implicit rates utilized by Entergy in accounting for these obligations through December 31, 2002.

The net effect on Entergy's financial statements of implementing SFAS 143 for the U.S. Utility and Non-Utility Nuclear businesses follows:

• For the U.S. Utility business, the implementation of SFAS 143 for the rate-regulated business of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction are based on the original or historical cost standard that allows Entergy to recover all ultimate costs of decommissioning existing assets from current and future customers. As a result of this treatment, SFAS 143 is expected to be earnings neutral to the rate-regulated business of the domestic utility companies and System Energy. Assets and liabilities increased by approximately $1.1 billion in 2003 for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.1 billion as determined under SFAS 143, increasing utility plant by $288 million, reducing accumulated depreciation by $361 mill ion and recording the related regulatory assets of $422 million. The implementation of SFAS 143 for the portion of River Bend not subject to cost-based ratemaking decreased earnings by approximately $21 million net-of-tax ($0.09 per share) as a result of a one-time cumulative effect of accounting change. In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for Entergy's utility subsidiaries include a component for removal costs that are not asset retirement obligations under SFAS 143. Approximately 6% of the U.S. Utility's current depreciation rates, on a weighted-average basis, represents a component for the net of salvage value and removal costs. 
• For the Non-Utility Nuclear business, the implementation of SFAS 143 resulted in a decrease in liabilities in 2003 of approximately $595 million due to reductions in decommissioning liabilities, a decrease in assets of approximately $340 million, including a decrease in electric plant in service of $315 million, and an increase in earnings of approximately $155 million net-of-tax ($0.67 per share) as a result of the one-time cumulative effect of accounting change.

Also Entergy's 2003 earnings for the Non-Utility Nuclear business increased by approximately $18 million after-tax over 2002 because of the change in accretion of the liability and depreciation of the adjusted plant costs. This effect will gradually decrease over future years as the accretion of the liability increases. Management expects that applying SFAS 143 post-implementation will have a minimal effect on ongoing earnings for the U.S. Utility business.

Impairment of Long-lived Assets

Entergy has significant investments in long-lived assets in all of its segments, and Entergy evaluates these assets against the market economics and under the accounting rules for impairment whenever there are indications that impairments may exist. This evaluation involves a significant degree of estimation and uncertainty, and these estimates are particularly important in Entergy's U.S. Utility and Energy Commodity Services segments. In the U.S. Utility segment, portions of River Bend and Grand Gulf are not included in rate base, which could reduce the revenue that would otherwise be recovered for the applicable portions of those units' generation. In the Energy Commodity Services segment, Entergy's investments in merchant generation assets are subject to impairment if adverse market conditions arise.

In order to determine if Entergy should recognize an impairment of a long-lived asset that is to be held and used, accounting standards require that the sum of the expected undiscounted future cash flows from the asset be compared to the asset's carrying value. If the expected undiscounted future cash flows exceed the carrying value, no impairment is recorded; if such cash flows are less than the carrying value, Entergy is required to record an impairment charge to write the asset down to its fair value. If an asset is held for sale, an impairment is required to be recognized if the fair value (less costs to sell) of the asset is less than its carrying value.

These estimates are based on a number of key assumptions, including:

• Future power and fuel prices - Electricity and gas prices have been very volatile in recent years, and this volatility is expected to continue for some time. This volatility necessarily increases the imprecision inherent in the long-term forecasts of commodity prices that are a key determinant of estimated future cash flows. There is currently an oversupply of electricity throughout the U.S., and it is necessary to project economic growth and other macroeconomic factors in order to project when this oversupply will cease and prices will rise. Similarly, gas prices have been volatile as a result of recent fluctuations in both supply and demand, and projecting future trends in these prices is difficult.
• Market value of generation assets - Valuing assets held for sale requires estimating the current market value of generation assets. While market transactions provide evidence for this valuation, the market for such assets is volatile and the value of individual assets is impacted by factors unique to those assets.
• Future operating costs - Entergy assumes relatively minor annual increases in operating costs. Technological or regulatory changes that have a significant impact on operations could cause a significant change in these assumptions.

Due to the oversupply of power that existed throughout the U.S. and the UK in 2002, and the resulting decreases in spark spreads, consistent with Entergy's point of view, Entergy's impairment tests indicated that a number of impairments were required to be recognized in 2002 in the Energy Commodity Services segment. These impairments, which were also accompanied by other charges related to the restructuring of Entergy's independent power business, are further detailed in Note 12 to the consolidated financial statements.

Mark-to-market Accounting

The EITF reached a consensus to rescind Issue No. 98-10 effective January 1, 2003. Rescinding Issue No. 98-10 resulted in some energy-related contracts being accounted for on an accrual basis that were previously accounted for on a mark-to-market basis. Contracts that meet the provisions of SFAS 133 to qualify as derivatives are marked-to-market in accordance with the guidance in SFAS 133. Contracts such as capacity, transportation, storage, tolling, and full requirements contracts that are based on physical assets and do not meet the provisions of SFAS 133 to qualify as derivatives are accounted for using accrual accounting. Energy commodity inventories held by trading companies such as physical natural gas are accounted for at the lower of cost or market. The adoption of the consensus had minimal cumulative and ongoing earnings effects for Entergy's Energy Commodity Services business.

As required by generally accepted accounting principles, Entergy and Entergy-Koch mark-to-market commodity instruments held by them for trading and risk management purposes that are considered derivatives under SFAS 133. Because of the significant estimates and uncertainties inherent in mark-to-market accounting, this method is considered a critical accounting estimate for the Energy Commodity Services segment. Examples of commodity instruments that are marked to market include:

• commodity futures, options, swaps, and forwards that are expected to be net settled; and
• power sales agreements that do not involve delivery of power from Entergy's power plants.

Conversely, commodity contracts that are not considered derivatives, generally because they involve physical delivery of a commodity to the purchaser, are not marked to market. Examples of commodity contracts that are not marked to market include:

• the PPAs for Entergy's Non-Utility Nuclear plants;
• capacity purchases and sales by the U.S. Utility companies; and
• forward contracts that will result in physical delivery.

Fair value estimates of the commodity instruments that are marked to market are made at discrete points in time based on relevant market information. Market quotes are used in determining fair value whenever they are available. When market quotes are not available (e.g., long-dated commodity contract), other information is used, including transactional data and internally developed models. Fair value estimates based on these other methodologies are necessarily subjective in nature and involve uncertainties and matters of significant judgment. These uncertainties include projections of macroeconomic trends and future commodity prices, including supply and demand levels and future price volatility. The impact of these uncertainties, however, is lessened by the relatively short-term nature of the mark-to-market positions held by Entergy and EKT.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the consolidated financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate for the U.S. Utility and Non-Utility Nuclear segments.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities, and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$4,882	$83,651
Rate of return on plan assets	(0.25%)	$4,346	-
Rate of increase in compensation	0.25%	$4,039	$28,101

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$5,206	$25,979
Discount rate	(0.25%)	$3,278	$29,500

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

In 2003, Entergy's total pension cost was $108 million, including a $47 million charge related to the voluntary severance program. Entergy anticipates 2004 pension cost to increase to $87 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. Pension funding was $35 million for 2003 and in 2004 is projected to be $110 million due to the poor performance of the financial equity markets.

Due to negative pension plan asset returns from 2000 to 2002, Entergy's accumulated benefit obligation at December 31, 2003 and 2002 exceeded plan assets. As a result, Entergy was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 Entergy reduced its additional minimum liability to $180.2 million ($149.4 million net of related pension assets) from $208.1 million ($175 million net of related pension assets) at December 31, 2002. This reduced the charge to other comprehensive income to $9.3 million at December 31, 2003 from $11 million at December 31, 2002, after reductions for the unrecognized prior service cost, amounts recoverable in rates, and taxes. Net income for 2003 and 2002 were not affected.

Total postretirement health care and life insurance benefit costs for Entergy in 2003 were $165 million, including a $64 million charge related to the voluntary severance program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. Entergy expects 2004 postretirement health care and life insurance benefit costs to approximate $102 million.

Other Contingencies

Entergy, as a company with multi-state domestic utility operations, and which also had investments in international projects, is subject to a number of federal, state, and international laws and regulations and other factors and conditions in the areas in which it operates, which potentially subject it to environmental, litigation, and other risks. Entergy periodically evaluates its exposure for such risks and records a reserve for those matters which are considered probable and estimable in accordance with generally accepted accounting principles.

Environmental

Entergy must comply with environmental laws and regulations applicable to the handling and disposal of hazardous waste. Under these various laws and regulations, Entergy could incur substantial costs to restore properties consistent with the various standards. Entergy conducts studies to determine the extent of any required remediation and has recorded reserves based upon its evaluation of the likelihood of loss and expected dollar amount for each issue. Additional sites could be identified which require environmental remediation for which Entergy could be liable. The amounts of environmental reserves recorded can be significantly affected by the following external events or conditions:

• Changes to existing state or federal regulation by governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters.
• The identification of additional sites or the filing of other complaints in which Entergy may be asserted to be a potentially responsible party.
• The resolution or progression of existing matters through the court system or resolution by the EPA.

Litigation

Entergy has been named as defendant in a number of lawsuits involving employment, ratepayer, and injuries and damages issues, among other matters. Entergy periodically reviews the cases in which it has been named as defendant and assesses the likelihood of loss in each case as probable, reasonably estimable, or remote and records reserves for cases which have a probable likelihood of loss and can be estimated. Notes 2 and 9 to the consolidated financial statements include more detail on ratepayer and other lawsuits and management's assessment of the adequacy of reserves recorded for these matters. Given the environment in which Entergy operates, and the unpredictable nature of many of the cases in which Entergy is named as a defendant, however, the ultimate outcome of the litigation Entergy is exposed to has the potential to materially affect the results of operations of Entergy, or its operating company subsidiaries.

Sales Warranty and Tax Reserves

Entergy's operations, including acquisitions and divestitures, require Entergy to evaluate risks such as the potential tax effects of a transaction, or warranties made in connection with such a transaction. Entergy believes that it has adequately assessed and provided for these types of risks, where applicable. Any reserves recorded for these types of issues, however, could be significantly affected by events such as claims made by third parties under warranties, additional transactions contemplated by Entergy, or completion of reviews of the tax treatment of certain transactions or issues by taxing authorities. Entergy does not expect a material adverse effect from these matters.

ENTERGY CORPORATION AND SUBSIDIARIES

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands, Except Percentages and Per Share Amounts)
Operating revenues	$9,194,920	$8,305,035	$9,620,899	$10,022,129	$8,765,635
Income before cumulative effect of accounting change	$813,393	$623,072	$727,025	$710,915	$595,026
Earnings per share before cumulative effect of accounting change Basic Diluted	$3.48 $3.42	$2.69 $2.64	$3.18 $3.13	$3.00 $2.97	$2.25 $2.25
Dividends declared per share	$1.60	$1.34	$1.28	$1.22	$1.20
Return on average common equity	11.21%	7.85%	10.04%	9.62%	7.77%
Book value per share, year-end	$38.02	$35.24	$33.78	$31.89	$29.78
Total assets	$28,554,210	$27,504,366	$25,910,311	$25,451,896	$22,969,940
Long-term obligations (1)	$7,497,690	$7,488,919	$7,743,298	$8,214,724	$7,252,697

(1) Includes long-term debt (excluding currently maturing debt), preferred stock with sinking fund, preferred securities of subsidiary trusts and partnership, and noncurrent capital lease obligations.

	2003	2002	2001	2000	1999
	(Dollars In Thousands)
Domestic Electric Operating Revenues:
Residential	$2,682,802	$2,439,590	$2,612,889	$2,524,529	$2,231,091
Commercial	1,882,060	1,672,964	1,860,040	1,699,699	1,502,267
Industrial	2,081,781	1,850,476	2,298,825	2,177,236	1,878,363
Governmental	194,998	179,508	205,054	185,286	163,403
Total retail	6,841,641	6,142,538	6,976,808	6,586,750	5,775,124
Sales for resale	371,646	330,010	395,353	423,519	397,844
Other (1)	183,888	173,866	(127,334)	209,417	98,446
Total	$7,397,175	$6,646,414	$7,244,827	$7,219,686	$6,271,414
Billed Electric Energy
Sales (GWh):
Residential	32,817	32,581	31,080	31,998	30,631
Commercial	25,863	25,354	24,706	24,657	23,775
Industrial	38,637	41,018	41,577	43,956	43,549
Governmental	2,651	2,678	2,593	2,605	2,564
Total retail	99,968	101,631	99,956	103,216	100,519
Sales for resale	9,248	9,828	8,896	9,794	9,714
Total	109,216	111,459	108,852	113,010	110,233

(1) 2001 includes the effect of a reserve for rate refund at System Energy.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy Corporation:

We have audited the accompanying consolidated balance sheets of Entergy Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income; of retained earnings, comprehensive income, and paid-in capital; and of cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of Entergy-Koch, LP for the year ended December 31, 2003, the Corporation's investment in which is accounted for by the use of the equity method. The Corporation's equity in earnings of unconsolidated equity affiliates for the year ended December 31, 2003 includes $180,110,000 for Entergy Koch, LP, which earnings were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amount audited by other auditors included for such company, is based solely on the report of such other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, such consolidated financial statements present fairly, in all material respects, the financial position of Entergy Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 1 and 9 to the consolidated financial statements, Entergy Corporation adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, and Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, in 2003, SFAS No. 142, Goodwill and Other Intangible Assets, in 2002 and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, in 2001.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                  ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME

                                                                 For the Years Ended December 31,
                                                                 2003          2002          2001
                                                                 (In Thousands, Except Share Data)

                   OPERATING REVENUES
Domestic electric                                              $7,397,175    $6,646,414    $7,244,827
Natural gas                                                       186,176       125,353       185,902
Competitive businesses                                          1,611,569     1,533,268     2,190,170
                                                               ----------    ----------    ----------
TOTAL                                                           9,194,920     8,305,035     9,620,899
                                                               ----------    ----------    ----------

                   OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                   1,987,217     2,154,596     3,681,677
   Purchased power                                              1,697,959       832,334     1,021,432
   Nuclear refueling outage expenses                              159,995       105,592        89,145
     Provision for turbine commitments, asset impairments
     and restructuring charges                                     (7,743)      428,456             -
   Other operation and maintenance                              2,484,436     2,488,112     2,151,742
Decommissioning                                                   146,100        76,417        28,586
Taxes other than income taxes                                     405,659       380,462       399,849
Depreciation and amortization                                     850,503       839,181       721,033
Other regulatory credits - net                                    (13,761)     (141,836)      (20,510)
                                                               ----------    ----------    ----------
TOTAL                                                           7,710,365     7,163,314     8,072,954
                                                               ----------    ----------    ----------

OPERATING INCOME                                                1,484,555     1,141,721     1,547,945
                                                               ----------    ----------    ----------

                      OTHER INCOME
Allowance for equity funds used during construction                42,710        31,658        26,209
Interest and dividend income                                       87,386       118,325       159,805
Equity in earnings of unconsolidated equity affiliates            271,647       183,878       162,882
Miscellaneous - net                                               (76,505)       13,892           457
                                                               ----------    ----------    ----------
TOTAL                                                             325,238       347,753       349,353
                                                               ----------    ----------    ----------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                        485,964       526,442       563,758
Other interest - net                                               53,553        70,560       172,241
Allowance for borrowed funds used during construction             (33,191)      (24,538)      (21,419)
                                                               ----------    ----------    ----------
TOTAL                                                             506,326       572,464       714,580
                                                               ----------    ----------    ----------

INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGES                         1,303,467       917,010     1,182,718

Income taxes                                                      490,074       293,938       455,693
                                                               ----------    ----------    ----------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES                                             813,393       623,072       727,025

CUMULATIVE EFFECT OF ACCOUNTING
CHANGES (net of income taxes of $89,925 in 2003
 and $10,064 in 2001)                                             137,074             -        23,482
                                                               ----------    ----------    ----------

CONSOLIDATED NET INCOME                                           950,467       623,072       750,507

Preferred dividend requirements and other                          23,524        23,712        24,311
                                                               ----------    ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                     $926,943      $599,360      $726,196
                                                               ==========    ==========    ==========

Earnings per average common share before cumulative
effect of accounting changes:
    Basic                                                           $3.48         $2.69         $3.18
    Diluted                                                         $3.42         $2.64         $3.13
Earnings per average common share:
    Basic                                                           $4.09         $2.69         $3.29
    Diluted                                                         $4.01         $2.64         $3.23
Dividends declared per common share                                 $1.60         $1.34         $1.28
Average number of common shares outstanding:
    Basic                                                     226,804,370   223,047,431   220,944,270
    Diluted                                                   231,146,040   227,303,103   224,733,662

See Notes to Consolidated Financial Statements.




                  ENTERGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                            For the Years Ended December 31,
                                                                             2003         2002         2001
                                                                                      (In Thousands)

                          OPERATING ACTIVITIES
Consolidated net income                                                      $950,467     $623,072     $750,507
Noncash items included in net income:
  Reserve for regulatory adjustments                                           13,090       18,848     (359,199)
  Other regulatory credits - net                                              (13,761)    (141,836)     (20,510)
  Depreciation, amortization, and decommissioning                             996,603      915,597      749,619
  Deferred income taxes and investment tax credits                          1,189,531     (256,664)      87,752
  Allowance for equity funds used during construction                         (42,710)     (31,658)     (26,209)
  Cumulative effect of accounting changes                                    (137,074)           -      (23,482)
  Equity in undistributed earnings of unconsolidated equity affiliates       (176,036)    (181,878)    (150,799)
  Provision for turbine commitments, asset impairments, and restructuring
  charges                                                                      (7,743)     428,456            -
Changes in working capital:
  Receivables                                                                (140,612)     (43,957)     302,230
  Fuel inventory                                                              (14,015)       1,030       (3,419)
  Accounts payable                                                            (60,164)     286,230     (415,160)
  Taxes accrued                                                              (828,539)     462,956      486,676
  Interest accrued                                                            (35,837)       7,209       17,287
  Deferred fuel                                                               (33,874)     156,181      495,007
  Other working capital accounts                                               16,809     (286,232)     (39,978)
Provision for estimated losses and reserves                                   196,619       10,533       19,093
Changes in other regulatory assets                                             22,671       71,132      119,215
Other                                                                         110,395      142,684      226,918
                                                                           ----------   ----------   ----------
Net cash flow provided by operating activities                              2,005,820    2,181,703    2,215,548
                                                                           ----------   ----------   ----------

                           INVESTING ACTIVITIES
Construction/capital expenditures                                          (1,568,943)  (1,530,301)  (1,380,417)
Allowance for equity funds used during construction                            42,710       31,658       26,209
Nuclear fuel purchases                                                       (224,308)    (250,309)    (130,670)
Proceeds from sale/leaseback of nuclear fuel                                  150,135      183,664       71,964
Proceeds from sale of assets and businesses                                    25,987      215,088      784,282
Investment in nonutilty properties                                            (71,438)    (216,956)    (647,015)
Decrease (increase) in other investments                                      172,187       38,964     (631,975)
Changes in other temporary investments                                        (50,000)     150,000     (150,000)
Decommissioning trust contributions and realized change in trust assets       (91,518)     (84,914)     (95,571)
Other regulatory investments                                                 (156,446)     (39,390)      (3,460)
Other                                                                         (11,496)     114,033      (68,067)
                                                                           ----------   ----------   ----------
Net cash flow used in investing activities                                 (1,783,130)  (1,388,463)  (2,224,720)
                                                                           ----------   ----------   ----------

See Notes to Consolidated Financial Statements.















                     ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                  For the Years Ended December 31,
                                                                                  2003          2002          2001
                                                                                            (In Thousands)

                            FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                                                 2,221,164     1,197,330       682,402
  Common stock and treasury stock                                                  217,521       130,061        64,345
Retirement of long-term debt                                                    (2,409,917)   (1,341,274)     (962,112)
Repurchase of common stock                                                          (8,135)     (118,499)      (36,895)
Redemption of preferred stock                                                       (3,450)       (1,858)      (39,574)
Changes in short-term borrowings - net                                            (499,975)      244,333       (37,004)
Dividends paid:
  Common stock                                                                    (362,814)     (298,991)     (269,122)
  Preferred stock                                                                  (23,524)      (23,712)      (24,044)
                                                                                ----------    ----------    ----------
Net cash flow used in financing activities                                        (869,130)     (212,610)     (622,004)
                                                                                ----------    ----------    ----------

Effect of exchange rates on cash and cash equivalents                                3,345         3,125           325
                                                                                ----------    ----------    ----------

Net increase (decrease) in cash and cash equivalents                              (643,095)      583,755      (630,851)

Cash and cash equivalents at beginning of period                                 1,335,328       751,573     1,382,424
                                                                                ----------    ----------    ----------

Cash and cash equivalents at end of period                                        $692,233    $1,335,328      $751,573
                                                                                ==========    ==========    ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid (received) during the period for:
    Interest - net of amount capitalized                                          $552,017      $633,931      $708,748
    Income taxes                                                                  $188,709       $57,856     ($113,466)
  Noncash investing and financing activities:
    Debt assumed by the Damhead Creek purchaser                                          -      $488,432             -
    Decommissioning trust funds acquired in nuclear power plant acquisitions             -      $310,000      $430,000
    Long-term debt refunded with proceeds from
       long-term debt issued in prior period                                             -      ($47,000)            -
    Proceeds from long-term debt issued for the purpose
       of refunding prior long-term debt                                                 -             -       $47,000

 See Notes to Consolidated Financial Statements.




                  ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                                 ASSETS

                                                                            December 31,
                                                                       2003           2002
                                                                           (In Thousands)

                        CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                 $115,112       $169,788
  Temporary cash investments - at cost,
   which approximates market                                            576,813      1,165,260
  Special deposits                                                          308            280
                                                                    -----------    -----------
     Total cash and cash equivalents                                    692,233      1,335,328
                                                                    -----------    -----------
Other temporary investments                                              50,000              -
Notes receivable                                                          1,730          2,078
Accounts receivable:
  Customer                                                              398,091        323,215
  Allowance for doubtful accounts                                       (25,976)       (27,285)
  Other                                                                 246,824        244,621
  Accrued unbilled revenues                                             384,860        319,133
                                                                    -----------    -----------
     Total receivables                                                1,003,799        859,684
                                                                    -----------    -----------
Deferred fuel costs                                                     245,973         55,653
Fuel inventory - at average cost                                        110,482         96,467
Materials and supplies - at average cost                                548,921        525,900
Deferred nuclear refueling outage costs                                 138,836        163,646
Prepayments and other                                                   127,270        166,827
                                                                    -----------    -----------
TOTAL                                                                 2,919,244      3,205,583
                                                                    -----------    -----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                  1,053,328        824,209
Decommissioning trust funds                                           2,278,533      2,069,198
Non-utility property - at cost (less accumulated depreciation)          262,384        297,294
Other                                                                   152,681        277,539
                                                                    -----------    -----------
TOTAL                                                                 3,746,926      3,468,240
                                                                    -----------    -----------

                PROPERTY, PLANT AND EQUIPMENT
Electric                                                             28,035,899     26,789,538
Property under capital lease                                            751,815        746,624
Natural gas                                                             236,622        209,969
Construction work in progress                                         1,380,982      1,232,891
Nuclear fuel under capital lease                                        278,683        259,433
Nuclear fuel                                                            234,421        263,609
                                                                    -----------    -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                  30,918,422     29,502,064
Less - accumulated depreciation and amortization                     12,619,625     11,837,061
                                                                    -----------    -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                  18,298,797     17,665,003
                                                                    -----------    -----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                       830,539        844,105
  Other regulatory assets                                             1,425,145        973,185
Long-term receivables                                                    20,886         24,703
Goodwill                                                                377,172        377,172
Other                                                                   935,501        946,375
                                                                    -----------    -----------
TOTAL                                                                 3,589,243      3,165,540
                                                                    -----------    -----------

TOTAL ASSETS                                                        $28,554,210    $27,504,366
                                                                    ===========    ===========
See Notes to Consolidated Financial Statements.


                   ENTERGY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                             December 31,
                                                                         2003           2002
                                                                            (In Thousands)

                      CURRENT LIABILITIES
Currently maturing long-term debt                                        $524,372     $1,191,320
Notes payable                                                                 351            351
Accounts payable                                                          796,572        855,446
Customer deposits                                                         199,620        198,442
Taxes accrued                                                             224,926        385,315
Accumulated deferred income taxes                                          22,963         26,468
Nuclear refueling outage costs                                              8,238         14,244
Interest accrued                                                          139,603        175,440
Obligations under capital leases                                          159,978        153,822
Other                                                                     205,600        171,341
                                                                      -----------    -----------
TOTAL                                                                   2,282,223      3,172,189
                                                                      -----------    -----------

                    NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued                     4,779,513      4,250,800
Accumulated deferred investment tax credits                               420,248        447,925
Obligations under capital leases                                          153,898        155,943
Other regulatory liabilities                                              291,239        185,579
Decommissioning and retirement cost liabilities                         2,242,312      2,115,744
Transition to competition                                                  79,098         79,098
Regulatory reserves                                                        69,528         56,438
Accumulated provisions                                                    506,960        389,868
Long-term debt                                                          7,322,940      7,308,649
Preferred stock with sinking fund                                          20,852              -
Other                                                                   1,347,404      1,145,232
                                                                      -----------    -----------
TOTAL                                                                  17,233,992     16,135,276
                                                                      -----------    -----------

Preferred stock with sinking fund                                               -         24,327
Preferred stock without sinking fund                                      334,337        334,337

                      SHAREHOLDERS' EQUITY
Common stock, $.01 par value, authorized 500,000,000
  shares; issued 248,174,087 shares in 2003 and in 2002                     2,482          2,482
Paid-in capital                                                         4,767,615      4,666,753
Retained earnings                                                       4,502,508      3,938,693
Accumulated other comprehensive loss                                       (7,795)       (22,360)
Less - treasury stock, at cost (19,276,445 shares in 2003 and
  25,752,410 shares in 2002)                                              561,152        747,331
                                                                      -----------    -----------
TOTAL                                                                   8,703,658      7,838,237
                                                                      -----------    -----------

Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $28,554,210    $27,504,366
                                                                      ===========    ===========
See Notes to Consolidated Financial Statements.


                   ENTERGY CORPORATION AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND
                              PAID-IN CAPITAL

                                                                            For the Years Ended December 31,
                                                               2003                      2002                    2001
                                                                                     (In Thousands)

               RETAINED EARNINGS
Retained Earnings - Beginning of period               $3,938,693                $3,638,448               $3,190,639

     Add: Earnings applicable to common stock            926,943    $926,943       599,360    $599,360      726,196      $726,196

     Deduct:
        Dividends declared on common stock               362,941                   299,031                  278,342
        Capital stock and other expenses                     187                        84                       45
                                                      ----------                ----------               ----------
              Total                                      363,128                   299,115                  278,387
                                                      ----------                ----------               ----------

Retained Earnings - End of period                     $4,502,508                $3,938,693               $3,638,448
                                                      ==========                ==========               ==========





   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
                    (Net of taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes   $17,313                  $(17,973)                      $-
  Other accumulated comprehensive (loss) items           (39,673)                  (70,821)                 (75,033)
                                                      ----------                ----------               ----------
     Total                                               (22,360)                  (88,794)                 (75,033)
                                                      ----------                ----------               ----------

  Cumulative effect to January 1, 2001 of accounting
    change regarding fair value of derivative instruments      -                         -                  (18,021)

Net derivative instrument fair value changes
  arising during the period                              (43,124)    (43,124)       35,286      35,286           48            48

Foreign currency translation adjustments                   4,169       4,169        65,948     (15,487)       4,615         4,615

Minimum pension liability adjustment                       1,153       1,153       (10,489)    (10,489)           -             -

Net unrealized investment gains (losses)                  52,367      52,367       (24,311)    (24,311)        (403)         (403)
                                                         -------    --------      --------    --------     --------      --------
Balance at end of period:
  Accumulated derivative instrument fair value changes   (25,811)                   17,313                  (17,973)
  Other accumulated comprehensive income (loss) items     18,016                   (39,673)                 (70,821)
                                                         -------                  --------                 --------
     Total                                               ($7,795)   --------      ($22,360)   --------     ($88,794)     --------
Comprehensive Income                                     =======    $941,508      ========    $584,359     ========      $730,456
                                                                    ========                  ========                   ========




                PAID-IN CAPITAL
Paid-in Capital - Beginning of period                 $4,666,753                $4,662,704               $4,660,483

     Add:
      Common stock issuances related to stock plans      100,862                     4,049                    2,221
                                                      ----------                ----------               ----------
Paid-in Capital - End of period                       $4,767,615                $4,666,753               $4,662,704
                                                      ==========                ==========               ==========


See Notes to Consolidated Financial Statements.

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of Entergy Corporation and its direct and indirect subsidiaries. As required by generally accepted accounting principles, all significant intercompany transactions have been eliminated in the consolidated financial statements. The domestic utility companies and System Energy maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current classifications, with no effect on net income or shareholders' equity.

Use of Estimates in the Preparation of Financial Statements

The preparation of Entergy Corporation's consolidated financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Adjustments to the reported amounts of assets and liabilities may be necessary in the future to the extent that future estimates or actual results are different from the estimates used.

Revenues and Fuel Costs

The domestic utility companies generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, including the City of New Orleans, Mississippi, and Texas. Entergy Gulf States distributes gas to retail customers in and around Baton Rouge, Louisiana and Entergy New Orleans distributes gas to retail customers in the City of New Orleans. Entergy's Non-Utility Nuclear and Energy Commodity Services segments derive almost all of their revenue from sales of electric power generated by plants owned by them.

Entergy recognizes revenue from electric power and gas sales when it delivers power or gas to its customers. To the extent that deliveries have occurred but a bill has not been issued, the domestic utility companies accrue an estimate of the revenues for energy delivered since the latest billings. Entergy calculates the estimate based upon several factors including billings through the last billing cycle in a month, actual generation in the month, historical line loss factors, and prices in effect in the domestic utility companies' various jurisdictions. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. Therefore, changes in price and volume differences resulting from factors such as weather affect the calculation of unbilled revenues from one period to the next, and may result in variability in reported revenues from one period to the next as prior estimates are so recorded and reversed.

The domestic utility companies' rate schedules include either fuel adjustment clauses or fixed fuel factors, both of which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers. Because the fuel adjustment clause mechanism allows monthly adjustments to recover fuel costs, Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States include a component of fuel cost recovery in their unbilled revenue calculations. Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. Entergy Mississippi's fuel factor includes an energy cost rider that is adjusted quarterly. Entergy Mississippi has deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount plus carrying charges will be collected over twelve months beginning January 2004. In the case of Entergy Arkansas and the Texas portion of Entergy Gulf States, their fuel under-recoveries are treated as regulatory investments in the cash flow statements because those companies are allowed by their regulatory jurisdictions to recover the fuel cost regulatory asset over longer than a twelve-month period, and the companies earn a carrying charge on the under-recovered balances.

System Energy's operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans operating expenses and capital costs attributable to Grand Gulf 1. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf 1, plus System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf 1.

Property, Plant, and Equipment

Property, plant, and equipment is stated at original cost. For the domestic utility companies and System Energy, the original cost of plant retired or removed, less salvage, is charged to accumulated depreciation. Normal maintenance, repairs, and minor replacement costs are charged to operating expenses. Substantially all of the domestic utility companies' and System Energy's plant is subject to mortgage liens.

Electric plant includes the portions of Grand Gulf 1 and Waterford 3 that have been sold and leased back. For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions.

Net property, plant, and equipment by business segment and functional category, as of December 31, 2003 and 2002, is shown below:

				Energy
		U.S.	Non-Utility	Commodity	Parent and
2003	Entergy	Utility	Nuclear	Services	Other
	(In Millions)
Production
Nuclear	$7,056	$6,112	$944	$-	$-
Other	1,816	1,359	-	457	-
Transmission	2,067	2,067	-	-	-
Distribution	4,231	4,231	-	-	-
Other	1,079	1,069	-	-	10
Construction work in progress	1,381	954	398	-	29
Nuclear fuel
(leased and owned)	513	298	215	-	-
Asset retirement obligation (1)	156	155	-	1	-
Property, plant, and equipment - net	$18,299	$16,245	$1,557	$458	$39

				Energy
		U.S.	Non-Utility	Commodity	Parent and
2002	Entergy	Utility	Nuclear	Services	Other
	(In Millions)
Production
Nuclear	$7,472	$6,314	$1,158	$-	$-
Other	1,616	1,382	-	234	-
Transmission	1,851	1,851	-	-	-
Distribution	4,037	4,037	-	-	-
Other	933	929	-	-	4
Construction work in progress	1,233	797	216	192	28
Nuclear fuel
(leased and owned)	523	284	239	-	-
Property, plant, and equipment - net	$17,665	$15,594	$1,613	$426	$32

(1) This is reflected in electric property, plant, and equipment and accumulated depreciation and amortization on the balance sheet.

Depreciation is computed on the straight-line basis at rates based on the estimated service lives of the various classes of property. Depreciation rates on average depreciable property approximated 2.8% in 2003 and 2.9% in 2002 and 2001. Included in these rates are the depreciation rates on average depreciable utility property of 2.8% in 2003, 2002 and 2001 and the depreciation rates on average depreciable non-utility property of 3.3% in 2003, 4.0% in 2002, and 4.8% in 2001.

Jointly-Owned Generating Stations

Certain Entergy subsidiaries jointly own electric generating facilities with third parties. The investments and expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests. As of December 31, 2003, the subsidiaries' investment and accumulated depreciation in each of these generating stations were as follows:

Generating Stations		Fuel-Type	Total Megawatt Capability (1)	Ownership	Investment	Accumulated Depreciation
					(In Millions)
Grand Gulf	Unit 1	Nuclear	1,207	90.00% (2)	$3,672	$1,673
Independence	Units 1 and 2	Coal	1,630	47.90%	459	240
White Bluff	Units 1 and 2	Coal	1,635	57.00%	423	256
Roy S. Nelson	Unit 6	Coal	550	70.00%	404	234
Big Cajun 2	Unit 3	Coal	575	42.00%	233	123
Harrison County		Gas	550	70.00%	230	3

(1)	"Total Megawatt Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.
(2)	Includes an 11.5% leasehold interest held by System Energy. System Energy's Grand Gulf 1 lease obligations are discussed in Note 10 to the consolidated financial statements.

Goodwill

Entergy implemented SFAS 142, "Goodwill and Other Intangible Assets," effective January 1, 2002. The adoption of SFAS 142 required an initial impairment assessment involving a comparison of the fair value of goodwill and other intangible assets to the current carrying value. Goodwill and other intangible assets determined to have indefinite useful lives are not amortized, whereas goodwill and other intangible assets determined to have definite useful lives are amortized over their useful lives. Goodwill and other intangible assets are subject to annual impairment testing.

The implementation of SFAS 142 resulted in the cessation of Entergy's amortization of the remaining plant acquisition adjustment recorded in conjunction with its acquisition of Entergy Gulf States. The following table is a reconciliation of reported earnings applicable to common stock to earnings applicable to common stock without goodwill amortization for the years ended December 31, 2003, 2002, and 2001:

	For the Years Ended December 31,
	2003	2002	2001
	(In Thousands, Except Share Data)
Reported earnings applicable to common stock	$926,943	$599,360	$726,196
Add back: Goodwill amortization	-	-	16,265
Adjusted earnings applicable to common stock without
goodwill amortization	$926,943	$599,360	$742,461
Basic earnings per average common share:
Reported earnings applicable to common stock	$4.09	$2.69	$3.29
Goodwill amortization	-	-	0.07
Adjusted earnings applicable to common stock without
goodwill amortization	$4.09	$2.69	$3.36
Diluted earnings per average common share:
Reported earnings applicable to common stock	$4.01	$2.64	$3.23
Goodwill amortization	-	-	0.07
Adjusted earnings applicable to common stock without
goodwill amortization	$4.01	$2.64	$3.30

During 2001, Entergy acquired certain intangible assets in connection with the formation of Entergy-Koch, LP, an unconsolidated 50/50 limited partnership between subsidiaries of Entergy and Koch Industries, Inc. Because the intangible assets were assigned definite useful lives, which correspond to the useful lives of Entergy-Koch's fixed assets, Entergy is amortizing them on a straight-line basis over a period of 30 years. Entergy's consolidated balance sheet at December 31, 2003 includes $53 million of unamortized intangible assets acquired in forming Entergy-Koch.

Nuclear Refueling Outage Costs

Entergy records nuclear refueling outage costs in accordance with regulatory treatment and the matching principle. These refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line. Except for the River Bend plant, the costs are deferred during the outage and amortized over the period to the next outage. In accordance with the regulatory treatment of the River Bend plant, River Bend's costs are accrued in advance and included in the cost of service used to establish retail rates. Entergy Gulf States relieves the accrued liability when it incurs costs during the next River Bend outage.

Allowance for Funds Used During Construction

AFUDC represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction in the U.S. Utility segment. Although AFUDC increases both the plant balance and earnings, it is realized in cash through depreciation provisions included in rates.

Income Taxes

Entergy Corporation and its subsidiaries file a U.S. consolidated federal income tax return. Income taxes are allocated to the subsidiaries in proportion to their contribution to consolidated taxable income. SEC regulations require that no Entergy subsidiary pay more taxes than it would have paid if a separate income tax return had been filed. In accordance with SFAS 109, "Accounting for Income Taxes," deferred income taxes are recorded for all temporary differences between the book and tax basis of assets and liabilities, and for certain credits available for carryforward.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the tax or rate was enacted.

Investment tax credits are deferred and amortized based upon the average useful life of the related property, in accordance with ratemaking treatment.

Earnings per Share

The following table presents Entergy's basic and diluted earnings per share (EPS) calculation included on the consolidated income statement:

	For the years ended December 31,
	2003		2002		2001
	(In Millions, Except Per Share Data)
		$/share		$/share		$/share
Income before cumulative effect of accounting change	$ 789.9		$599.4		$ 702.7
Average number of common shares outstanding - basic	226.8	$ 3.48	223.0	$ 2.69	220.9	$ 3.18
Average dilutive effect of:
Stock Options (1)	4.1	(0.062)	3.9	(0.046)	3.6	(0.052)
Equity Awards	0.2	(0.004)	0.4	(0.005)	0.2	(0.002)
Average number of common shares outstanding - diluted	231.1	$ 3.42	227.3	$ 2.64	224.7	$ 3.13
Earnings applicable to common stock	$ 926.9		$599.4		$ 726.2
Average number of common shares outstanding - basic	226.8	$ 4.09	223.0	$ 2.69	220.9	$ 3.29
Average dilutive effect of:
Stock Options (1)	4.1	(0.073)	3.9	(0.046)	3.6	(0.054)
Equity Awards	0.2	(0.004)	0.4	(0.005)	0.2	(0.002)
Average number of common shares outstanding - diluted	231.1	$ 4.01	227.3	$ 2.64	224.7	$ 3.23

(1) Options to purchase approximately 15,231 shares in 2003, 109,897 shares in 2002, and 148,500 shares in 2001 of common stock at various prices were outstanding at the end of those years that were not included in the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common shares at the end of each of the years presented.

Stock-based Compensation Plans

Entergy has two plans that grant stock options, which are described more fully in Note 8 to the consolidated financial statements. Prior to 2003, Entergy applied the recognition and measurement principles of APB Opinion 25, "Accounting for Stock Issued to Employees," and related Interpretations in accounting for those plans. No stock-based employee compensation expense is reflected in 2002 and 2001 net income as all options granted under those plans have an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2003, Entergy prospectively adopted the fair value based method of accounting for stock options prescribed by SFAS 123, "Accounting for Stock-Based Compensation." Awards under Entergy's plans vest over three years. Therefore, the cost related to stock-based employee compensation included in the determination of net income for 2003 is less than that which would have been recognized if the fair value based me thod had been applied to all awards since the original effective date of SFAS 123. The following table illustrates the effect on net income and earnings per share if Entergy would have historically applied the fair value based method of accounting to stock-based employee compensation.

Application of SFAS 71

The domestic utility companies and System Energy currently account for the effects of regulation pursuant to SFAS 71, "Accounting for the Effects of Certain Types of Regulation." This statement applies to the financial statements of a rate-regulated enterprise that meets three criteria. The enterprise must have rates that (i) are approved by a body empowered to set rates that bind customers (its regulator); (ii) are cost-based; and (iii) can be charged to and collected from customers. These criteria may also be applied to separable portions of a utility's business, such as the generation or transmission functions, or to specific classes of customers. If an enterprise meets these criteria, it capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. Such capitalized costs are reflected as regulatory assets in the accompanying financial statements. A significant majority o f Entergy's regulatory assets, net of related regulatory and deferred tax liabilities, earn a return on investment during their recovery periods. SFAS 71 requires that rate-regulated enterprises assess the probability of recovering their regulatory assets at each balance sheet date. When an enterprise concludes that recovery of a regulatory asset is no longer probable, the regulatory asset must be removed from the entity's balance sheet.

SFAS 101, "Accounting for the Discontinuation of Application of FASB Statement No. 71," specifies how an enterprise that ceases to meet the criteria for application of SFAS 71 for all or part of its operations should report that event in its financial statements. In general, SFAS 101 requires that the enterprise report the discontinuation of the application of SFAS 71 by eliminating from its balance sheet all regulatory assets and liabilities related to the applicable segment. Additionally, if it is determined that a regulated enterprise is no longer recovering all of its costs and therefore no longer qualifies for SFAS 71 accounting, it is possible that an impairment may exist that could require further write-offs of plant assets.

EITF 97-4: "Deregulation of the Pricing of Electricity - Issues Related to the Application of FASB Statements No. 71 and 101" specifies that SFAS 71 should be discontinued at a date no later than when the effects of a transition to competition plan for all or a portion of the entity subject to such plan are reasonably determinable. Additionally, EITF 97-4 promulgates that regulatory assets to be recovered through cash flows derived from another portion of the entity that continues to apply SFAS 71 should not be written off; rather, they should be considered regulatory assets of the segment that will continue to apply SFAS 71.

See Note 2 to the consolidated financial statements for discussion of transition to competition activity in the retail regulatory jurisdictions served by the domestic utility companies. Only Texas has a currently enacted retail open access law, but Entergy believes that significant issues remain to be addressed by regulators, and the enacted law does not provide sufficient detail to reasonably determine the impact on Entergy Gulf States' regulated operations.

Cash and Cash Equivalents

Entergy considers all unrestricted highly liquid debt instruments with an original or remaining maturity of three months or less at date of purchase to be cash equivalents. Investments with original maturities of more than three months are classified as other temporary investments on the balance sheet.

Investments

Entergy applies the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, Entergy records the decommissioning trust funds at their fair value on the consolidated balance sheet. As of December 31, 2003 and 2002, the fair value of the securities held in such funds differs from the amounts deposited plus the earnings on the deposits by $94 million and ($24) million, respectively. Because of the ability of the domestic utility companies and System Energy to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, the domestic utility companies and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets. Prior to the implementation of SFAS 143, the offsetting amount of unrealized gains/(losses) on investment securities was recor ded in accumulated depreciation for Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), and for Entergy Louisiana. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits. Decommissioning trust funds for Pilgrim, Indian Point 2, and Vermont Yankee do not receive regulatory treatment. Accordingly, unrealized gains and losses recorded on the assets in these trust funds are recognized in the accumulated other income component of shareholders' equity because these assets are classified as available for sale.

Equity Method Investees

Entergy owns investments that are accounted for under the equity method of accounting because Entergy's ownership level results in significant influence, but not control, over the investee and its operations. Entergy records its share of earnings or losses of the investee based on the change during the period in the estimated liquidation value of the investment, assuming that the investee's assets were to be liquidated at book value. The equity earnings for Entergy-Koch, LP recorded by Entergy are dictated by the terms of the partnership agreement in accordance with the hypothetical liquidation at book value (HLBV) method. In accordance with the HLBV method, earnings are allocated to members based on what each partner would receive from their capital account if, hypothetically, liquidation were to occur at the balance sheet date and amounts distributed were based on recorded book values. Entergy discontinues the recognition of losses on equit y investments when its share of losses equals or exceeds its carrying amount of investee plus any advances made or commitments to provide additional financial support. See Note 13 to the consolidated financial statements for additional information regarding Entergy's equity method investments.

Derivative Financial Instruments and Commodity Derivatives

Entergy implemented SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" on January 1, 2001. The statement requires that all derivatives be recognized in the balance sheet, either as assets or liabilities, at fair value, unless they meet the normal purchase, normal sales criteria. The changes in the fair value of recognized derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction.

Contracts for commodities that will be delivered in quantities expected to be used or sold in the ordinary course of business, including certain purchases and sales of power and fuel, are not classified as derivatives. These contracts are exempted under the normal purchase, normal sales criteria. Revenues and expenses from these contracts are reported on a gross basis in the appropriate revenue and expense categories as the commodities are received or delivered.

Other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transaction qualify as cash flow hedges. The changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy, and at inception and on a ongoing basis the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of all hedges are recognized in current-period earnings.

Effective January 1, 2001, Entergy recorded a net-of-tax cumulative-effect-type adjustment of approximately $18.0 million reducing accumulated other comprehensive income to recognize, at fair value, all derivative instruments that are designated as cash-flow hedging instruments, primarily interest rate swaps and foreign currency forward contracts related to Entergy's competitive businesses. Effective October 1, 2001, Entergy recorded an additional net-of-tax cumulative-effect-type adjustment that increased net income by approximately $23.5 million. This adjustment resulted from the implementation of an interpretation of SFAS 133 that requires fuel supply agreements with volumetric optionality to be classified as derivative instruments. The agreement that resulted in the adjustment is in the Energy Commodity Services segment and was disposed of in the Damhead Creek sale in December 2002.

Impairment of Long-Lived Assets

Entergy periodically reviews long-lived assets held in all of its business segments whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the undiscounted net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets. See Note 12 to the consolidated financial statements for discussion of asset impairments recognized in 2002 in the Energy Commodity Services segment.

River Bend AFUDC

The River Bend AFUDC gross-up is a regulatory asset that represents the incremental difference imputed by the LPSC between the AFUDC actually recorded by Entergy Gulf States on a net-of-tax basis during the construction of River Bend and what the AFUDC would have been on a pre-tax basis. The imputed amount was only calculated on that portion of River Bend that the LPSC allowed in rate base and is being amortized over the estimated remaining economic life of River Bend.

Transition to Competition Liabilities

In conjunction with electric utility industry restructuring activity in Texas, regulatory mechanisms were established to mitigate potential stranded costs. Texas restructuring legislation allowed depreciation on transmission and distribution assets to be directed toward generation assets. The liability recorded as a result of this mechanism is classified as "transition to competition" deferred credits.

Reacquired Debt

The premiums and costs associated with reacquired debt of the domestic utility companies and System Energy (except that portion allocable to the deregulated operations of Entergy Gulf States) are being amortized over the life of the related new issuances, in accordance with ratemaking treatment.

Foreign Currency Translation

All assets and liabilities of Entergy's foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the end of the period. Revenues and expenses are translated at average exchange rates prevailing during the period. The resulting translation adjustments are reflected in a separate component of shareholders' equity. Current exchange rates are used for U.S. dollar disclosures of future obligations denominated in foreign currencies.

New Accounting Pronouncements

During 2003, Entergy adopted the provisions of the following accounting standards: SFAS 143, "Accounting for Asset Retirement Obligations," which is discussed further in Note 9; FIN 46, Consolidation of Variable Interest Entities," which is discussed further in Note 6; and SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150, which became effective July 1, 2003, requires mandatorily redeemable financial instruments to be classified and treated as liabilities in the presentation of financial position and results of operations. The only effect of implementing SFAS 150 for Entergy is the inclusion of long-term debt and preferred stock with sinking fund under the liabilities caption in Entergy's balance sheet. Entergy's results of operations and cash flows were not affected by this standard.

During 2003, Entergy also adopted the provisions of the following accounting standards: EITF 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities; SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" and related interpretations by the Derivatives Implementation Group, and FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others". The adoption of these standards did not have a material effect on Entergy's financial statements.

NOTE 2. RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application of SFAS 71

Although Arkansas and Texas enacted retail open access laws, the retail open access law in Arkansas has now been repealed. Retail open access in Entergy Gulf States' service territory in Texas has been delayed. Entergy believes that significant issues remain to be addressed by regulators, and the enacted law in Texas does not provide sufficient detail to allow Entergy Gulf States to reasonably determine the impact on Entergy Gulf States' regulated operations. Entergy therefore continues to apply regulatory accounting principles to the retail operations of all of the domestic utility companies. Following is a summary of the status of retail open access in the domestic utility companies' retail service territories.

Jurisdiction	Status of Retail Open Access	% of Entergy's 2003 Revenues Derived from Retail Electric Utility Operations in the Jurisdiction
Arkansas	Retail open access was repealed in February 2003.	15.4%
Texas	Implementation delayed in Entergy Gulf States' service area in a settlement approved by PUCT. In light of regulatory proceedings and approvals required, retail open access not likely before the first quarter of 2005.	14.4%
Louisiana	The LPSC has deferred pursuing retail open access, pending developments at the federal level and in other states.	43.9%
Mississippi	The MPSC has recommended not pursuing open access at this time.	13.0%
New Orleans	The Council has taken no action on Entergy New Orleans' proposal filed in 1997.	5.9%

Retail open access commenced in portions of Texas on January 1, 2002. The staff of the PUCT filed a petition to delay retail open access in Entergy Gulf States' service area, and Entergy Gulf States reached a settlement agreement approved by the PUCT to delay retail open access until at least September 15, 2002. In September 2002, the PUCT ordered Entergy Gulf States to file on January 24, 2003 a proposal for an interim solution (retail open access without a FERC-approved RTO) if it appeared by January 15, 2003 that a FERC-approved RTO would not be functional by January 1, 2004. On January 24, 2003, Entergy Gulf States filed its proposal, which among other elements, included:

• the recommendation that retail open access in Entergy Gulf States' Texas service territory, including corporate unbundling, occur by January 1, 2004, or else be delayed until at least January 1, 2007. If retail open access is delayed past January 1, 2004, Entergy Gulf States seeks authorization to separate into two bundled utilities, one subject to the retail jurisdiction of the PUCT and one subject to the retail jurisdiction of the LPSC.
• the recommendation that Entergy's transmission organization, possibly with the oversight of another entity, will continue to serve as the transmission authority for purposes of retail open access in Entergy Gulf States' service territory.
• the recommendation that the decision points be identified that would require prior to January 1, 2004, the PUCT's determination, based upon objective criteria, whether to proceed with further efforts toward retail open access in Entergy Gulf States' Texas service territory.

The PUCT considered the proposal at a March 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. The PUCT issued an order on rehearing in late-July 2003 in which it identified December 2004 as the target date for the beginning of the interim solution. Consistent with the order, and after negotiations with other parties and following a series of contested hearings and the PUCT approval of a settlement agreement on the market protocols, Entergy Services made a filing at the FERC and has received approval on an expedited basis of the market protocols subject to FERC jurisdiction. This ruling, when final and appealable, will allow for the reinvigorated pilot to begin upon the PUCT approval of Entergy Gulf States' independent organization request. The PUCT is currently scheduled to conduct a hearing on this request in June 2004.

In September 2003, the PUCT issued a written order that approved the Price to Beat (PTB) fuel factor for Entergy Gulf States, which is to be implemented upon the commencement of retail open access in its Texas service territory. This PTB fuel factor is subject to revision based on PUCT rules. The PUCT declined consideration of a request for rehearing sought by certain cities in Texas served by Entergy Gulf States and the Office of Public Utility Counsel. The Office of Public Utility Counsel has appealed this decision to the Texas courts. Management cannot predict the ultimate outcome of the proceeding at this time.

In November 2003, Entergy Gulf States initiated a proceeding to certify the Entergy Transmission Organization as the independent organization. The PUCT is scheduled to conduct a hearing on the certification application in June 2004.

Regulatory Assets

Other Regulatory Assets

The domestic utility companies and System Energy are subject to the provisions of SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. In addition to the regulatory assets that are specifically disclosed on the face of the balance sheets, the table below provides detail of "Other regulatory assets" that are included on the balance sheets as of December 31, 2003 and 2002.

	2003	2002
	(In Millions)
DOE Decommissioning and Decontamination Fees - recovered through fuel rates until   December 2006 (Note 9)	$32.9	$40.3
Asset Retirement Obligation - recovery dependent upon timing of decommissioning   (Note 9)	464.9	-
Removal costs - recovered through depreciation rates	72.4	79.6
Provisions for storm damages - recovered through cost of service	123.3	93.9
Postretirement benefits - recovered through 2013 (Note 11)	21.5	23.9
Pension costs (Note 11)	134.0	157.8
Depreciation re-direct - recovery begins at start of retail open access (Note 1)	79.1	79.1
River Bend AFUDC - recovered through August 2025 (Note 1)	39.4	41.3
Spindletop gas storage lease - recovered through December 2032	38.0	35.0
Low-level radwaste - recovery timing dependent upon pending lawsuit	19.4	19.4
1994 FERC Settlement - recovered through June 2004 (Note 2)	4.0	12.1
Sale-leaseback deferral - recovered through June 2014 (Note 10)	131.7	123.9
Deferred fuel - non-current - recovered through rate riders redetermined annually	28.2	17.3
Unamortized loss on reaquired debt - recovered over term of debt	164.4	155.2
Other - various	71.9	94.4
Total	$1,425.1	$973.2

Deferred fuel costs

The domestic utility companies are allowed to recover certain fuel and purchased power costs through fuel mechanisms included in electric rates that are recorded as fuel cost recovery revenues. The difference between revenues collected and the current fuel and purchased power costs is recorded as "Deferred fuel costs" on the domestic utility companies' financial statements. The table below shows the amount of deferred fuel costs as of December 31, 2003 and 2002 that has been or will be recovered or (refunded) through the fuel mechanisms of the domestic utility companies.

	2003	2002
	(In Millions)
Entergy Arkansas	$10.6	$(42.6)
Entergy Gulf States	$118.4	$100.6
Entergy Louisiana	$30.6	$(25.6)
Entergy Mississippi	$89.1	$38.2
Entergy New Orleans	$(2.7)	$(14.9)

Entergy Arkansas

Entergy Arkansas' rate schedules include an energy cost recovery rider to recover fuel and purchased energy costs in monthly bills. The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an annual energy cost rate. The energy cost rate includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.

In March 2003, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2003 through March 2004. The energy cost rate filed was approximately the same as the interim energy cost rate that was in effect since October 2002. The current energy cost rate is designed to eliminate the over-recovery during the annual rider period.

Entergy Gulf States

In the Texas jurisdiction, Entergy Gulf States' rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until the start of retail open access. The amounts collected under Entergy Gulf States' fixed fuel factor and any interim surcharge implemented until the date retail open access commences are subject to fuel reconciliation proceedings before the PUCT. In the Texas jurisdiction, Entergy Gulf States' deferred electric fuel costs are $116.6 million as of December 31, 2003, which includes the following:

Interim surcharge	$87.0 million
Items to be addressed as part of unbundling	$29.0 million
Imputed capacity charges	$9.3 million
Other (includes over-recovery for the period 9/03 - 12/03)	$(8.7) million

The PUCT has ordered that the imputed capacity charges be excluded from fuel rates and therefore recovered through base rates. It is uncertain, however, as to when and if Entergy Gulf States will initiate a base rate proceeding before the PUCT. The current PUCT-approved settlement agreement delaying retail open access in Texas requires a rate freeze during the delay period. If Entergy Gulf States implements retail open access without a Texas base rate proceeding, it is possible that Entergy Gulf States will not be allowed to recover imputed capacity charges in Texas retail rates in the future.

In January 2001, Entergy Gulf States filed a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. The PUCT decided in August 2002 to reduce Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at this time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regulated sha re of River Bend. The case was argued before the Travis County Texas District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals.

In September 2003, Entergy Gulf States filed an application with the PUCT to implement an $87.3 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from September 2002 through August 2003. Hearings were held in October 2003 and the PUCT issued an order in December 2003 allowing for the recovery of $87 million. The surcharge will be collected over a twelve-month period that began in January 2004.

In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003. Entergy Gulf States is reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. The reconciliation includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. Hearings are expected to occur in the third quarter 2004 with a final PUCT decision expected in early 2005.

Entergy Gulf States (Louisiana) and Entergy Louisiana

The Louisiana jurisdiction of Entergy Gulf States and Entergy Louisiana recover electric fuel and purchased power costs for the upcoming month based upon the level of such costs from the prior month. Entergy Gulf States' gas rate schedules include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations.

In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner. The LPSC staff has quantified the possible disallowance as between $7.6 and $14 million. Entergy Louisiana is currently evaluating the LPSC staff report and expects to contest the recommendation. A procedural schedule has been adopted and hearings, which also will address issues relating to the reasonableness of transmission planning and purchases of power from affiliates, the potential value of which issues cannot yet be quantified, are scheduled to begin in September 2004, but the LPSC staff has requested a delay until April 2005.

In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges collected by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 1, 2002. The discovery process is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established and the LPSC staff has not yet issued its audit report.

Entergy Mississippi

Entergy Mississippi's rate schedules include an energy cost recovery rider which is adjusted quarterly to reflect accumulated over- or under-recoveries from the second prior quarter. In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi has deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6 million plus carrying charges will be collected through the energy cost recovery rider over a twelve-month period beginning January 2004.

Entergy New Orleans

Effective June 2003, Entergy New Orleans electric rate schedules include a fuel adjustment tariff designed to reflect no more than targeted fuel and purchased power costs adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations, including carrying charges. Entergy New Orleans' gas rate schedules include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations, including carrying charges.

Retail Rate Proceedings

Filings with the APSC (Entergy Arkansas)

Retail Rates

No significant retail rate proceedings are pending in Arkansas at this time.

Filings with the PUCT and Texas Cities (Entergy Gulf States)

Retail Rates

Entergy Gulf States is operating in Texas under the terms of a June 1999 PUCT-approved settlement agreement. The settlement provided for a base rate freeze that has remained in effect during the delay in implementation of retail open access in Entergy Gulf States' Texas service territory.

Recovery of River Bend Costs

In March 1998, the PUCT disallowed recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988. Entergy Gulf States appealed the PUCT's decision on this matter to the Travis County District Court in Texas. A 1999 settlement agreement limits potential recovery of the remaining plant asset to $115 million as of January 1, 2002, less depreciation after that date. Entergy Gulf States accordingly reduced the value of the plant asset in 1999. Entergy Gulf States has also agreed that it will not seek recovery of the abeyed plant costs through any additional charge to Texas ratepayers. In an interim order approving this agreement, however, the PUCT recognized that any additional River Bend investment found prudent, subject to the $115 million cap, could be used as an offset against stranded benefits, should legislation be passed requiring Entergy Gulf States to return stranded benefits to retail customers.

In April 2002, the Travis County District Court issued an order affirming the PUCT's order on remand disallowing recovery of the abeyed plant costs. Entergy Gulf States appealed this ruling to the Third District Court of Appeals. In July 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court. After considering the progress of the proceeding in light of the decision of the Court of Appeals, management has concluded that it is prudent to accrue for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs was $107.7 million as of June 30, 2003, and after this accrual Entergy Gulf States provided for all potential loss related to current or past contested costs of construction of the River Bend plant. Accrual of the loss was recorded in the second quarter 2003 and reduced net income by $65. 6 million. In January 2004, the Texas Supreme Court asked for full briefing on the merits of the case in response to Entergy Gulf States' petition for review.

Filings with the LPSC

Annual Earnings Reviews (Entergy Gulf States)

In December 2002, the LPSC approved a settlement between Entergy Gulf States and the LPSC staff pursuant to which Entergy Gulf States agreed to make a base rate refund of $16.3 million, including interest, and to implement a $22.1 million prospective base rate reduction effective January 2003. The settlement discharged any potential liability for claims that relate to Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth post-merger earnings reviews. Entergy Gulf States made the refund in February 2003. In addition to resolving and discharging all liability associated with the fourth through eighth earnings reviews, the settlement provides that Entergy Gulf States shall be authorized to continue to reflect in rates a ROE of 11.1% until a different ROE is authorized by a final resolution disposing of all issues in the proceeding that was commenced with Entergy Gulf States' May 2002 filing.

In May 2002, Entergy Gulf States filed its ninth and last required post-merger analysis with the LPSC. The filing included an earnings review filing for the 2001 test year that resulted in a rate decrease of $11.5 million, which was implemented effective June 2002. In April 2003, the LPSC staff filed testimony in which it recommended that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million, before taking into account the $11.5 million rate reduction that Entergy Gulf States implemented effective June 2002. In July 2003, Entergy Gulf States filed testimony rebutting the LPSC staff's testimony and supporting the filing. During discovery, the LPSC staff requested that Entergy Gulf States provide updated cost of service data to reflect changes in costs, revenues, and rate base through December 31, 2002. In September 2003, Entergy Gulf States supplied the updated data. In December 2003, the LPSC staff recommended a rate refund of $30.6 mil lion and a prospective rate reduction of approximately $50 million. Hearings are scheduled to begin in April 2004. Entergy Gulf States cannot predict the ultimate outcome of this proceeding.

Retail Rates (Entergy Louisiana)

In January 2004, Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase of approximately $167 million. In that filing, Entergy Louisiana noted that approximately $73 million of the base rate increase was attributable to certain power purchase agreements, the implementation of which would, based on current natural gas prices, produce fuel savings for customers that substantially mitigate the impact of the requested base rate increase. The filing also requested an allowed ROE of 11.4%. Entergy Louisiana's previously authorized ROE midpoint currently in effect is 10.5%. Hearings are currently set for September 2004.

Filings with the MPSC (Entergy Mississippi)

Formula Rate Plan Filings

In December 2002, the MPSC issued a final order approving a joint stipulation entered into by Entergy Mississippi and the Mississippi Public Utilities Staff in October 2002. The final order results in a $48.2 million rate increase, or about a 5.3% increase in overall retail revenues, which is based on an ROE of 11.75%. The rate increase began in January 2003. The order endorsed a new power management rider schedule designed to more efficiently collect capacity portions of purchased power costs. Also, the order provides for improvements in the return on equity formula and more robust performance measures forEntergy Mississippi's formula rate plan. Under the provisions of Entergy Mississippi's formula rate plan, a bandwidth is placed around the benchmark ROE, and if Entergy Mississippi earns outside of the bandwidth (as well as outside of a range-of-no-change at each edge of the bandwidth), then Entergy Mississippi's rates will be adjusted, though on a prospective basis only. Under the provisions of the order, Entergy Mississippiwill make its next formula rate plan filing during March 2004. The "benchmark ROE" set out in Entergy Mississippi's March 2004 annual formula rate plan filing likely will differ from the last approved ROE. Under Mississippi law and Entergy Mississippi's formula rate plan, however, if Entergy Mississippi's earned ROE is above the top of the range-of-no-change at the top of the formula rate plan bandwidth, then Entergy Mississippi's "Allowed ROE" for the next twelve-month period is the point halfway between such earned ROE and the top of the bandwidth; and Entergy Mississippi's retail rates are set at that halfway-point ROE level. In the situation where Entergy Mississippi's earned ROE is not above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississippi's "Allowed ROE" for the next twelve-month period is the top of the range-of-no-change at the top of the bandwidth.

Grand Gulf Accelerated Recovery Tariff (GGART)

In September 1998, FERC approved the GGART for Entergy Mississippi's allocable portion of Grand Gulf, which was filed with FERC in August 1998. The GGART provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power over the period October 1, 1998 through June 30, 2004. In May 2003, the MPSC authorized the cessation of the GGART effective July 1, 2003. Entergy Mississippi filed notice of the change with FERC and the FERC approved the filing on July 30, 2003. Entergy Mississippi accelerated a total of $168.4 million of Grand Gulf purchased power obligation under the GGART over the period October 1, 1998 through June 30, 2003.

Filings with the Council (Entergy New Orleans)

Rate Proceedings

In May 2002, Entergy New Orleans filed a cost of service study and revenue requirement filing with the City Council for the 2001 test year. The filing indicated that a revenue deficiency existed and that a $28.9 million electric rate increase and a $15.3 million gas rate increase were appropriate. Additionally, Entergy New Orleans proposed a $6 million public benefit fund. In March 2003, Entergy New Orleans and the Advisors to the City Council presented to the City Council an agreement in principle and the City Council approved that agreement in May 2003 allowing for a total increase of $30.2 million in electric and gas base rates effective June 1, 2003. Certain intervenors have appealed the City Council's approval to Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

Fuel Adjustment Clause Litigation

In April 1999, a group of ratepayers filed a complaint against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers. The plaintiffs seek treble damages for alleged injuries arising from the defendants' alleged violations of Louisiana's antitrust laws in connection with certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In particular, plaintiffs allege that Entergy New Orleans improperly included certain costs in the calculation of fuel charges and that Entergy New Orleans imprudently purchased high-cost fuel from other Entergy affiliates. Plaintiffs allege that Entergy New Orleans and the other defendant Entergy companies conspired to make these purchases to the detriment of Entergy New Orleans' ratepayers and to the benefit of Entergy's shareholders, in violation of Louisiana's antitrust laws. Plaintiffs also seek to recover interest and attorneys' fees. Entergy filed exceptions to the plaintiffs' allegations, asserting, among other things, that jurisdiction over these issues rests with the City Council and FERC. If necessary, at the appropriate time, Entergy will also raise its defenses to the antitrust claims.  The suit in state court has been stayed by stipulation of the parties pending a decision by the City Council in the proceeding discussed in the next paragraph.

Plaintiffs also filed this complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that results in a refund to customers of $11.3 million, including interest during the months of June through September 2004. Entergy New Orleans has accrued for this liability as of December 31, 2003. The resolution concludes, among o ther things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience, or harm to its ratepayers.  The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish.

System Energy's 1995 Rate Proceeding

System Energy applied to FERC in May 1995 for a rate increase, and implemented the increase in December 1995. The request sought changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. The request proposed a 13% return on common equity. In July 2000, FERC approved a rate of return of 10.58% for the period December 1995 to the date of FERC's decision, and prospectively adjusted the rate of return to 10.94% from the date of FERC's decision. FERC's decision also changed other aspects of System Energy's proposed rate schedule, including the depreciation rate and decommissioning costs and their methodology. FERC accepted System Energy's compliance tariff in November 2001. System Energy made refunds to the domestic utility companies in December 2001.

In accordance with regulatory accounting principles, during the pendency of the case, System Energy recorded reserves for potential refunds against its revenues. Upon the order becoming final, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy recorded entries to spread the impacts of FERC's order to the various revenue, expense, asset, and liability accounts affected, as if the order had been in place since commencement of the case in 1995. System Energy also recorded an additional reserve amount against its revenue, to adjust its estimate of the impact of the order, and recorded additional interest expense on that reserve. System Energy also recorded reductions in its depreciation and its decommissioning expenses to reflect the lower levels in FERC's order, and reduced tax expense affected by the order.

FERC Settlement

In November 1994, FERC approved an agreement settling a long-standing dispute involving income tax allocation procedures of System Energy. In accordance with the agreement, System Energy has been refunding a total of approximately $62 million, plus interest, to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans through June 2004. System Energy also reclassified from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although such costs are excluded from rate base, System Energy is amortizing and recovering these costs over a 10-year period. Interest on the $62 million refund and the loss of the return on the $81 million of other Grand Gulf 1 costs is reducing Entergy's and System Energy's net income by approximately $10 million annually.

NOTE 3. INCOME TAXES

Income tax expenses for 2003, 2002, and 2001 consist of the following:

(a) The actual cash taxes paid/(received) were $188,709 in 2003, $57,856 in 2002, and ($113,466) in 2001. Entergy Louisiana's mark-to-market tax accounting election significantly reduced taxes paid in 2001 and 2002. In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to the contract to purchase power from the Vidalia project (the contract is discussed in Note 9 to the consolidated financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $805 million through 2003, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power. Approximately half of the consolidated cash flow benefit of the election occurred in 2001 and the remainder occurred in 2002.

Total income taxes differ from the amounts computed by applying the statutory income tax rate to income before taxes. The reasons for the differences for the years 2003, 2002, and 2001 are:

Significant components of net deferred and noncurrent accrued tax liabilities as of December 31, 2003 and 2002 are as follows:

At December 31, 2003, Entergy had $192 million in net realized federal capital loss carryforwards that will expire as follows: $12 million in 2006, $163 million in 2007, and $17 million in 2008.

At December 31, 2003, Entergy had state net operating loss carryforwards of $1.9 billion, primarily resulting from Entergy Louisiana's mark-to-market tax election. If the state net operating loss carryforwards are not utilized, they will expire in the years 2010 through 2016.

The 2003 and 2002 valuation allowances are provided against UK capital loss and UK net operating loss carryforwards, which can be utilized against future UK taxable income. For UK tax purposes, these carryforwards do not expire.

At December 31, 2003, Entergy had $9.8 million of indefinitely reinvested undistributed earnings from subsidiary companies outside the U.S. Upon distribution of these earnings in the form of dividends or otherwise, Entergy could be subject to U.S. income taxes (subject to foreign tax credits) and withholding taxes payable to various foreign countries.

NOTE 4. LINES OF CREDIT AND RELATED SHORT-TERM BORROWINGS

Entergy Corporation has in place a 364-day bank credit facility with a borrowing capacity of $1.45 billion, none of which was outstanding as of December 31, 2003. The commitment fee for this facility is currently 0.20% of the line amount. Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior debt ratings of the domestic utility companies.

Although the Entergy Corporation credit facility expires in May 2004, Entergy has the discretionary option to extend the period to repay the amount then outstanding for an additional 364-day term. Because of this option, which Entergy intends to exercise if it does not renew the credit line or obtain an alternative source of financing, the credit line is reflected in long-term debt on the balance sheet. Entergy Corporation's facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization, and maintain an interest coverage ratio of 2 to 1. If Entergy fails to meet these limits, or if Entergy or the domestic utility companies default on other indebtedness or are in bankruptcy or insolvency proceedings, an acceleration of the facility's maturity date may occur.

The short-term borrowings of Entergy's subsidiaries are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2004. Also, under the SEC order authorizing the short-term borrowing limits, the domestic utility companies and System Energy cannot incur new short-term indebtedness if the issuer's common equity would comprise less than 30% of its capital. In addition to borrowing from commercial banks, Entergy's subsidiaries are authorized to borrow from the Entergy System Money Pool (money pool). The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. As of December 31, 2003, Entergy's subsidiaries' authorized limit was $1.6 billion and the outstanding borrowing from the money pool was $147.1 million. There were no borrowings outstanding from external sources. There is further discussion of commitments for long-term financing arrangements in Note 5 to the consolidated financial statements.

Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each have 364-day credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of Dec. 31, 2003
Entergy Arkansas	April 2004	$63 million	-
Entergy Louisiana	May 2004	$15 million	-
Entergy Mississippi	May 2004	$25 million	-

The facilities have variable interest rates and the average commitment fee is 0.14%.

NOTE 5. LONG - TERM DEBT

Long-term debt as of December 31, 2003 and 2002 consisted of:

		2003	2002
		(In Thousands)
Mortgage Bonds:
	6.25% Series due February 2003 - Entergy Mississippi	$-	$70,000
	7.75% Series due February 2003 - Entergy Mississippi	-	120,000
	6.75% Series due March 2003 - Entergy Gulf States	-	33,000
	7.72% Series due March 2003 - Entergy Arkansas	-	100,000
	8.5% Series due June 2003 - Entergy Louisiana	-	150,000
	Libor + 1.2% Series due June 2003 - Entergy Gulf States	-	260,000
	6.0% Series due October 2003 - Entergy Arkansas	-	155,000
	6.625% Series due November 2003 - Entergy Mississippi	-	65,000
	6.65% Series due March 2004 - Entergy New Orleans	-	30,000
	8.25% Series due April 2004 - Entergy Gulf States	292,000	292,000
	6.2% Series due May 2004 - Entergy Mississippi	75,000	75,000
	Libor + 0.65% Series due May 2004 - Entergy Mississippi	-	50,000
	8.25% Series due July 2004 - Entergy Mississippi	-	25,000
	Libor + 1.3% Series due September 2004 - Entergy Gulf States	-	300,000
	6.125% Series due July 2005 - Entergy Arkansas	100,000	100,000
	8.125% Series due July 2005 - Entergy New Orleans	30,000	30,000
	6.65% Series due August 2005 - Entergy Arkansas	-	115,000
	6.77% Series due August 2005 - Entergy Gulf States	98,000	98,000
	8.0% Series due March 2006 - Entergy New Orleans	-	40,000
	Libor + 0.90% Series due June 2007 - Entergy Gulf States	275,000	-
	7.5% Series due August 2007 - Entergy Arkansas	-	100,000
	4.875% Series due October 2007 - System Energy	70,000	70,000
	5.2% Series due December 2007 - Entergy Gulf States	200,000	200,000
	6.5% Series due March 2008 - Entergy Louisiana	115,000	115,000
	4.35% Series due April 2008 - Entergy Mississippi	100,000	-
	6.45% Series due April 2008 - Entergy Mississippi	80,000	80,000
	3.6% Series due June 2008 - Entergy Gulf States	325,000	-
	7.0% Series due July 2008 - Entergy New Orleans	-	30,000
	3.875% Series due August 2008 - Entergy New Orleans	30,000	-
	6.0% Series due December 2012 - Entergy Gulf States	140,000	140,000
	5.15% Series due February 2013 - Entergy Mississippi	100,000	-
	5.25% Series due August 2013 - Entergy New Orleans	70,000	-
	5.25% Series due August 2015 - Entergy Gulf States	200,000	-
	6.75% Series due October 2017 - Entergy New Orleans	25,000	25,000
	5.4% Series due May 2018 - Entergy Arkansas	150,000	-
	4.95% Series due June 2018 - Entergy Mississippi	95,000	-

		2003	2002
		(In Thousands)
Mortgage Bonds (continued):
	5.0% Series due July 2018 - Entergy Arkansas	$115,000	$-
	8.94% Series due January 2022 - Entergy Gulf States	-	150,000
	8.0% Series due March 2023 - Entergy New Orleans	45,000	45,000
	7.7% Series due July 2023 - Entergy Mississippi	60,000	60,000
	7.55% Series due September 2023 - Entergy New Orleans	30,000	30,000
	7.0% Series due October 2023 - Entergy Arkansas	175,000	175,000
	8.7% Series due April 2024 - Entergy Gulf States	-	294,950
	6.7% Series due April 2032 - Entergy Arkansas	100,000	100,000
	7.6% Series due April 2032 - Entergy Louisiana	150,000	150,000
	6.0% Series due November 2032 - Entergy Arkansas	100,000	100,000
	6.0% Series due November 2032 - Entergy Mississippi	75,000	75,000
	7.25% Series due December 2032 - Entergy Mississippi	100,000	100,000
	5.9% Series due June 2033 - Entergy Arkansas	100,000	-
	6.20% Series due July 2033 - Entergy Gulf States	240,000	-
	Total mortgage bonds	3,860,000	4,147,950
Governmental Bonds (a):
	5.45% Series due 2010, Calcasieu Parish - Louisiana	$22,095	$22,100
	6.75% Series due 2012, Calcasieu Parish - Louisiana	48,285	48,280
	6.7% Series due 2013, Pointe Coupee Parish - Louisiana	17,450	17,450
	5.7% Series due 2014, Iberville Parish - Louisiana	21,600	21,600
	7.7% Series due 2014, West Feliciana Parish - Louisiana	94,000	94,000
	5.8% Series due 2015, West Feliciana Parish - Louisiana	28,400	28,400
	7.0% Series due 2015, West Feliciana Parish - Louisiana	39,000	39,000
	7.5% Series due 2015, West Feliciana Parish - Louisiana	41,600	41,600
	9.0% Series due 2015, West Feliciana Parish - Louisiana	45,000	45,000
	5.8% Series due 2016, West Feliciana Parish - Louisiana	20,000	20,000
	6.3% Series due 2016, Pope County - Arkansas	19,500	19,500
	5.6% Series due 2017, Jefferson County - Arkansas	45,500	45,500
	6.3% Series due 2018, Jefferson County - Arkansas	9,200	9,200
	6.3% Series due 2020, Pope County - Arkansas	120,000	120,000
	6.25% Series due 2021, Independence County - Arkansas	45,000	45,000
	7.5% Series due 2021, St. Charles Parish - Louisiana	50,000	50,000
	5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
	5.9% Series due 2022, Mississippi Business Finance Corp.	102,975	102,975
	7.0% Series due 2022, Warren County - Mississippi	8,095	8,095
	7.0% Series due 2022, Washington County - Mississippi	7,935	7,935
	7.0% Series due 2022, St. Charles Parish - Louisiana	24,000	24,000

		2003	2002
		(In Thousands)
Governmental Bonds (continued):
	7.05% Series due 2022, St. Charles Parish - Louisiana	$20,000	$20,000
	Auction Rate due 2022, Independence City - Mississippi	30,000	30,000
	5.95% Series due 2023, St. Charles Parish - Louisiana	25,000	25,000
	6.2% Series due 2023, St. Charles Parish - Louisiana	33,000	33,000
	6.875% Series due 2024, St. Charles Parish - Louisiana	20,400	20,400
	6.375% Series due 2025, St. Charles Parish - Louisiana	16,770	16,770
	7.3% Series due 2025, Claiborne County - Mississippi	7,625	7,625
	6.2% Series due 2026, Claiborne County - Mississippi	90,000	90,000
	5.05% Series due 2028, Pope County - Arkansas (b)	47,000	47,000
	5.65% Series due 2028, West Feliciana Parish - Louisiana (c)	62,000	62,000
	6.6% Series due 2028, West Feliciana Parish - Louisiana	40,000	40,000
	5.35% Series due 2029, St. Charles Parish - Louisiana (d)	-	110,950
	Auction Rate due 2030, St. Charles Parish - Louisiana	60,000	60,000
	4.9% Series due 2030, St. Charles Parish - Louisiana (e) (f)	55,000	55,000
	Total governmental bonds	1,532,430	1,643,380
Other Long-Term Debt:
	Note Payable to NYPA, non-interest bearing, 4.8% implicit rate	$514,708	$683,640
	Bank Credit Facility (Entergy Corporation and Subsidiaries, Note 4)	-	535,000
	Bank term loan, Entergy Corporation, avg rate 2.98%, due 2005	60,000	60,000
	Bank term loan, Entergy Corporation, avg rate 3.08%, due 2008	35,000	-
	6.17% Notes due March 2008, Entergy Corporation	72,000	-
	6.23% Notes due March 2008, Entergy Corporation	15,000	-
	6.13% Notes due September 2008, Entergy Corporation	150,000	-
	7.75% Notes due December 2009, Entergy Corporation	267,000	267,000
	6.58% Notes due May 2010, Entergy Corporation	75,000	-
	6.9% Notes due November 2010, Entergy Corporation	140,000	-
	7.06% Notes due March 2011, Entergy Corporation	86,000	-
	Long-term DOE Obligation (g)	154,409	152,804
	Waterford 3 Lease Obligation
	7.45% (Entergy Corporation and Subsidiaries, Note 10)	262,534	297,950
	Grand Gulf Lease Obligation
	7.02% (Entergy Corporation and Subsidiaries, Note 10)	403,468	414,843
	Unamortized Premium and Discount - Net	(11,853)	(13,741)
	Top of Iowa wind project debt, avg rate 3.15% due 2003	-	79,029
	8.5% Junior Subordinated Deferrable Interest Debentures
	Due 2045 - Entergy Arkansas	61,856	61,856
	8.75% Junior Subordinated Deferrable Interest Debentures
	Due 2046 - Entergy Gulf States	87,629	87,629
	9.0% Junior Subordinated Deferrable Interest Debentures
	Due 2045 - Entergy Louisiana	72,165	72,165
	Other	9,966	10,464
Total Long-Term Debt		7,847,312	8,499,969
Less Amount Due Within One Year		524,372	1,191,320
Long-Term Debt Excluding Amount Due Within One Year		$7,322,940	$7,308,649
Fair Value of Long-Term Debt (h)		$7,113,740	$7,546,996

(a)	Consists of pollution control revenue bonds and environmental revenue bonds, certain series of which are secured by non-interest bearing first mortgage bonds.
(b)	The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on September 1, 2005 and can then be remarketed.
(c)	The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on September 1, 2004 and can then be remarketed.
(d)	The bonds had a mandatory tender date of October 1, 2003. Entergy Louisiana purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time. Entergy Louisiana used a combination of cash on hand and short-term borrowing to buy-in the bonds.
(e)	On June 1, 2002, Entergy Louisiana remarketed $55 million St. Charles Parish Pollution Control Revenue Refunding Bonds due 2030, resetting the interest rate to 4.9% through May 2005.
(f)	The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on June 1, 2005 and can then be remarketed.
(g)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(h)	The fair value excludes lease obligations, long-term DOE obligations, and other long-term debt and includes debt due within one year. It is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms.

The annual long-term debt maturities (excluding lease obligations) for debt outstanding as of December 31, 2003, for the next five years are as follows:

	(In Thousands)
2004	$503,215
2005	$462,420
2006	$75,896
2007	$624,539
2008	$941,625

In November 2000, Entergy's Non-Utility Nuclear business purchased the FitzPatrick and Indian Point 3 power plants in a seller-financed transaction. Entergy issued notes to NYPA with seven annual installments of approximately $108 million commencing one year from the date of the closing, and eight annual installments of $20 million commencing eight years from the date of the closing. These notes do not have a stated interest rate, but have an implicit interest rate of 4.8%. In accordance with the purchase agreement with NYPA, the purchase of Indian Point 2 resulted in Entergy's Non-Utility Nuclear business becoming liable to NYPA for an additional $10 million per year for 10 years, beginning in September 2003. This liability was recorded upon the purchase of Indian Point 2 in September 2001, and is included in the note payable to NYPA balance above. In July 2003, a payment of $102 million was made prior to maturity on the note payable to NYPA.  Under a provision in a letter of credit supporting these notes, if certain of the domestic utility companies or System Energy were to default on other indebtedness, Entergy could be required to post collateral to support the letter of credit.

Covenants in the Entergy Corporation notes require it to maintain a consolidated debt ratio of 65% or less of its total capitalization. If Entergy's  debt ratio exceeds this limit, or if Entergy or certain of the domestic utility companies default on other indebtedness or are in bankruptcy or insolvency proceedings, an acceleration of the notes' maturity dates may occur.

Capital Funds Agreement

Pursuant to an agreement with certain creditors, Entergy Corporation has agreed to supply System Energy with sufficient capital to:

• maintain System Energy's equity capital at a minimum of 35% of its total capitalization (excluding short-term debt);
• permit the continued commercial operation of Grand Gulf 1;
• pay in full all System Energy indebtedness for borrowed money when due; and
• enable System Energy to make payments on specific System Energy debt, under supplements to the agreement assigning System Energy's rights in the agreement as security for the specific debt.

NOTE 6. COMPANY-OBLIGATED REDEEMABLE PREFERRED SECURITIES

Entergy implemented FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" effective December 31, 2003. FIN 46 requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among their investors. Variable interest entities (VIEs), generally, are entities that do not have sufficient equity to permit the entity to finance its operations without additional financial support from its equity interest holders and/or the group of equity interest holders are collectively not able to exercise control over the entity. The primary beneficiary is the party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both as a result of holding the variable interest. A company may have an interest in a VIE through ownership or other contractual rights or obligations.

Entergy Louisiana Capital I, Entergy Arkansas Capital I, and Entergy Gulf States Capital I (Trusts) were established as financing subsidiaries of Entergy Louisiana, Entergy Arkansas, and Entergy Gulf States, respectively,  (the parent company or companies, collectively) for the purposes of issuing common and preferred securities. The Trusts issued Cumulative Quarterly Income Preferred Securities (Preferred Securities) to the public and issued common securities to their parent companies. Proceeds from such issues were used to purchase junior subordinated deferrable interest debentures (Debentures) from the parent company. The Debentures held by each Trust are its only assets. Each Trust uses interest payments received on the Debentures owned by it to make cash distributions on the Preferred Securities and common securities. The parent companies fully and unconditionally guaranteed payment of distributions on the Preferred Securities issued by the respective Trusts. Prior to the application of FIN 46, each parent company consolidated its interest in its Trust. Because each parent company's share of expected losses of its Trust is limited to its investment in its Trust, the parent companies are not considered the primary beneficiaries and therefore de-consolidated their interest in the Trusts upon application of FIN 46 with no significant impacts to the financial statements. The parent companies' investment in the Trusts and the Debentures issued by each parent company are included in Other Property and Investments and Long-Term Debt, respectively. The financial statements as of December 31, 2002 have been reclassified to reflect the application of FIN 46 as of that date.

NOTE 7. PREFERRED STOCK

The number of shares authorized and outstanding and dollar value of preferred stock for Entergy Corporation subsidiaries as of December 31, 2003 and 2002 are presented below. Only the Entergy Gulf States series "with sinking fund" contain mandatory redemption requirements. All other series are redeemable at Entergy's option.

	Shares
	Authorized
	and Outstanding
	2003	2002	2003	2002
			(Dollars in Thousands)
Entergy Corporation
U.S. Utility Preferred Stock:
Without sinking fund:
Entergy Arkansas, 4.32% - 7.88% Series	1,613,500	1,613,500	$116,350	$116,350
Entergy Gulf States, 4.20% - 7.56% Series	473,268	473,268	47,327	47,327
Entergy Louisiana, 4.16% - 8.00% Series	2,115,000	2,115,000	100,500	100,500
Entergy Mississippi, 4.36% - 8.36% Series	503,807	503,807	50,381	50,381
Entergy New Orleans, 4.36% - 5.56% Series	197,798	197,798	19,780	9,780
Total without sinking fund	4,903,373	4,903,373	$334,337	$334,337
With sinking fund:
Entergy Gulf States, Adjustable Rate 7.0% (a)	208,519	243,269	$20,852	$24,327
Total with sinking fund	208,519	243,269	$20,852	$24,327
Fair Value of Preferred Stock
with sinking fund (b)			$15,354	$20,792

(a)	Represents weighted-average annualized rate for 2003.
(b)	Fair values were determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. There is additional disclosure of fair value of financial instruments in Note 15 to the consolidated financial statements.

All outstanding preferred stock is cumulative.

Changes in the preferred stock of Entergy during the last three years were:

	Number of Shares
	2003	2002	2001
Preferred stock retirements
Entergy Gulf States
$100 par value	(34,500)	(18,579)	(49,237)
Entergy Louisiana
$100 par value	-	-	(350,000)

Entergy Gulf States has annual sinking fund requirements of $3.45 million through 2008 for its preferred stock outstanding.

NOTE 8. COMMON EQUITY

Common Stock

Treasury Stock

Treasury stock activity for Entergy for 2003 and 2002:

	2003		2002
	Treasury Shares	Cost	Treasury Shares	Cost
		(In Thousands)		(In Thousands)
Beginning Balance, January 1	25,752,410	$747,331	27,441,384	$758,820
Repurchases	155,000	8,135	2,885,000	118,499
Issuances:
Equity Ownership/Equity Awards Plans	(6,622,095)	(194,057)	(4,567,054)	(129,748)
Directors' Plan	(8,870)	(257)	(6,920)	(240)
Ending Balance, December 31	19,276,445	$561,152	25,752,410	$747,331

Entergy Corporation reissues treasury shares to meet the requirements of the Stock Plan for Outside Directors (Directors' Plan), the Equity Ownership Plan of Entergy Corporation and Subsidiaries (Equity Ownership Plan), the Equity Awards Plan, and certain other stock benefit plans. The Directors' Plan awards to non-employee directors a portion of their compensation in the form of a fixed number of shares of Entergy Corporation common stock.

Equity Compensation Plan Information

Entergy has two plans that grant stock options, equity awards, and incentive awards to key employees of the Entergy subsidiaries. The Equity Ownership Plan is a shareholder-approved stock-based compensation plan. The Equity Awards Plan is a Board-approved stock-based compensation plan. Stock options are granted at exercise prices not less than market value on the date of grant. The majority of options granted in 2003, 2002, and 2001 will become exercisable in equal amounts on each of the first three anniversaries of the date of grant. Options expire ten years after the date of the grant if they are not exercised.

Beginning in 2001, Entergy began granting most of the equity awards and incentive awards earned under its stock benefit plans in the form of performance units, which are equal to the cash value of shares of Entergy Corporation common stock at the time of payment. In addition to the potential for equivalent share appreciation or depreciation, performance units will earn the cash equivalent of the dividends paid during the performance period applicable to each plan. The amount of performance units awarded will not reduce the amount of securities remaining under the current authorizations. The costs of equity and incentive awards, given either as company stock or performance units, are charged to income over the period of the grant or restricted period, as appropriate. In 2003, 2002, and 2001, $45 million, $28 million, and $14 million, respectively, was charged to compensation expense.

Entergy was assisted by external valuation firms to determine the fair value of the stock option grants made in 2003. The fair value applied to the 2003 grants was an average of two firms' option valuations, which included adjustments for factors such as lack of marketability, stock retention requirements, and regulatory restrictions on exercisability. In 2002 and 2001, the fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model, without any such adjustments. The stock option weighted-average assumptions used in determining the fair values were as follows:

	2003	2002	2001
Stock price volatility	26.3%	27.2%	26.3%
Expected term in years	6.2	5.0	5.0
Risk-free interest rate	3.3%	4.2%	4.9%
Dividend yield	3.3%	3.2%	3.4%
Dividend payment	$1.40	$1.32	$1.26

Stock option transactions are summarized as follows:

	2003		2002		2001
		Average		Average		Average
	Number	Exercise	Number	Exercise	Number	Exercise
	of Options	Price	of Options	Price	of Options	Price
Beginning-of-year balance	19,943,114	$ 35.85	17,316,816	$ 31.06	11,468,316	$ 25.52
Options granted	2,936,236	44.98	8,168,025	41.72	8,602,300	36.96
Options exercised	(6,927,000)	33.12	(4,877,688)	28.62	(2,407,783)	25.85
Options forfeited	(522,967)	40.98	(664,039)	36.36	(346,017)	30.35
End-of-year balance	15,429,383	$ 38.64	19,943,114	$ 35.85	17,316,816	$ 31.06
Options exercisable at year-end	6,153,043	$ 34.82	4,837,511	$ 31.39	2,923,452	$ 27.35
Weighted-average fair value of
options at time of grant	$ 6.86		$ 9.22		$ 8.14

The following table summarizes information about stock options outstanding as of December 31, 2003:

Retained Earnings and Dividend Restrictions

Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of certain of Entergy Corporation's subsidiaries restrict the payment of cash dividends or other distributions on their common and preferred stock. As of December 31, 2003, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $309.4 million and $41.9 million, respectively. Additionally, PUHCA prohibits Entergy Corporation's subsidiaries from making loans or advances to Entergy Corporation. In 2003, Entergy Corporation received dividend payments totaling $425 million from subsidiaries.

Investments in affiliates that are not controlled by Entergy Corporation, but over which it has significant influence, are accounted for using the equity method. Entergy's retained earnings include undistributed earnings of equity method investees of $472.0 million in 2003 and $304.1 million in 2002. Equity method investments are discussed in Note 13 to the consolidated financial statements.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Entergy is involved in a number of legal, tax, and regulatory proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of its business. While management is unable to predict the outcome of such proceedings, management does not believe that the ultimate resolution of these matters will have a material adverse effect on Entergy's results of operations, cash flows, or financial condition.

Sales Warranties and Indemnities

In the Saltend sales transaction discussed further in Note 14 to the consolidated financial statements, Entergy or its subsidiaries made certain warranties to the purchasers relating primarily to the performance of certain remedial work on the facility and the assumption of responsibility for certain contingent liabilities. Entergy believes that it has provided adequately for the warranties as of December 31, 2003.

Vidalia Purchased Power Agreement

Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project. Entergy Louisiana made payments under the contract of approximately $112.6 million in 2003, $104.2 million in 2002, and $86.0 million in 2001. If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $116.5 million in 2004, and a total of $3.6 billion for the years 2005 through 2031. Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause. In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to ten years, beginning in October 2002.

Nuclear Insurance

Third Party Liability Insurance

The Price-Anderson Act provides insurance for the public in the event of a nuclear power plant accident. The costs of this insurance are borne by the nuclear power industry. Originally passed by Congress in 1957 and most recently amended in 1988, the Price-Anderson Act requires nuclear power plants to show evidence of financial protection in the event of a nuclear accident. This protection must consist of two levels:

1. The primary level is private insurance underwritten by American Nuclear Insurers and provides liability insurance coverage of $300 million. If this amount is not sufficient to cover claims arising from the accident, the second level, Secondary Financial Protection, applies. An industry-wide aggregate limitation of $300 million exists for domestically-sponsored terrorist acts. There is no limitation for foreign-sponsored terrorist acts.
2. Within the Secondary Financial Protection level, each nuclear plant must pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, up to a maximum of $100.6 million per reactor per incident. This consists of a $95.8 million maximum retrospective premium plus a five percent surcharge that may be applied, if needed, at a rate that is presently set at $10 million per year per nuclear power reactor. There are no domestically- or foreign-sponsored terrorism limitations.

Currently, 105 nuclear reactors are participating in the Secondary Financial Protection program - 103 operating reactors and two closed units that still store used nuclear fuel on site. The product of the maximum retrospective premium assessment to the nuclear power industry and the number of nuclear power reactors provides over $10 billion in insurance coverage to compensate the public in the event of a nuclear power reactor accident.

Entergy owns and operates ten of the nuclear power reactors, and owns the shutdown Indian Point 1 reactor (10% of Grand Gulf 1 is owned by a non-affiliated company which would share on a pro-rata basis in any retrospective premium assessment under the Price-Anderson Act).

An additional but temporary contingent liability exists for all nuclear power reactor owners because of a previous Nuclear Worker Tort (long-term bodily injury caused by exposure to nuclear radiation while employed at a nuclear power plant) insurance program that was in place from 1988 to 1998. The maximum premium assessment exposure to each reactor is $3 million and will only be applied if such claims exceed the program's accumulated reserve funds. This contingent premium assessment feature will expire with the Nuclear Worker Tort program's expiration, which is scheduled for 2008.

Property Insurance

Entergy's nuclear owner/licensee subsidiaries are members of certain mutual insurance companies that provide property damage coverage, including decontamination and premature decommissioning expense, to the members' nuclear generating plants. These programs are underwritten by Nuclear Electric Insurance Limited (NEIL). As of December 31, 2003, Entergy was insured against such losses per the following structures:

U.S. Utility Plants (ANO 1 and 2, Grand Gulf 1, River Bend, and Waterford 3)

• Primary Layer (per plant) - $500 million per occurrence
• Excess Layer (per plant) - $100 million per occurrence
• Blanket Layer (shared among all plants) - $1.0 billion per occurrence
• Total limit - $1.6 billion per occurrence
• Deductibles:

• $1.0 million per occurrence - Equipment breakdown/failure
• $2.5 million per occurrence - Other than equipment breakdown/failure

Note: ANO 1 and 2 share in the Primary Layer with one policy in common.

Non-Utility Nuclear Plants (Indian Point 2 and 3, FitzPatrick, Pilgrim, and Vermont Yankee)

• Primary Layer (per plant) - $500 million per occurrence
• Blanket Layer (shared among all plants) - $615 million per occurrence
• Total limit - $1.115 billion per occurrence
• Deductibles:

• $1.0 million per occurrence - Equipment breakdown/failure
• $1.0 million per occurrence (all plants except Vermont Yankee which is $500,000) - Other than equipment breakdown/failure

Note: Indian Point 2 and 3 share in the Primary Layer with one policy in common.

In addition, the Non-Utility Nuclear plants are also covered under NEIL's Accidental Outage Coverage program. This coverage provides certain fixed indemnities in the event of an unplanned outage that results from a covered NEIL property damage loss, subject to a deductible. The following summarizes this coverage as of December 31, 2003:

• Indian Point 2 and 3, FitzPatrick, and Pilgrim (each plant has an individual policy with the noted parameters):

• $4.5 million weekly indemnity
• $490 million maximum indemnity
• Deductible: 12 week waiting period

• Vermont Yankee

• $4.0 million weekly indemnity
• $435 million maximum indemnity
• Deductible: 12 week waiting period

Entergy's U.S. Utility nuclear plants have significantly less or no accidental outage coverage. Under the property damage and accidental outage insurance programs, Entergy nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of December 31, 2003, the maximum amounts of such possible assessments per occurrence were $77 million for the Non-Utility Nuclear plants and $79.3 million for the U.S. Utility plants.

Entergy maintains property insurance for its nuclear units in excess of the NRC's minimum requirement of $1.06 billion per site for nuclear power plant licensees. NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

In the event that one or more acts of domestically-sponsored terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate of $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses. There is no aggregate limit involving one or more acts of foreign-sponsored terrorism.

Nuclear Decommissioning and Other Retirement Costs

SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets. For Entergy, these asset retirement obligations consist of its liability for decommissioning its nuclear power plants.

These liabilities are recorded at their fair values (which is the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The amounts added to the carrying amounts of the long-lived assets will be depreciated over the useful lives of the assets. The net effect of implementing this standard for the rate-regulated business of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction are based on the principle that Entergy will recover all ultimate costs of decommissioning from customers.

Assets and liabilities increased approximately $1.1 billion for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.1 billion as determined under SFAS 143, increasing utility plant by $287 million, reducing accumulated depreciation by $361 million and recording the related regulatory assets of $422 million. The implementation of SFAS 143 for the portion of River Bend not subject to cost-based ratemaking decreased earnings by approximately $21 million net-of-tax ($0.09 per share) as a result of a one-time cumulative effect of accounting change. In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for the domestic utility companies and System Energy include a component for removal costs that are not asset retirement obligations under SFAS 143. In accordance with regulatory accounting principles, Entergy has recorded a regulatory asset for certain of its domestic utility companies and System Energy of approximately $72.4 million as of December 31, 2003 and approximately $79.6 million as of December 31, 2002 to reflect an estimate of incurred but uncollected removal costs previously recorded as a component of accumulated depreciation. The decommissioning and retirement cost liability for certain of the domestic utility companies and System Energy includes a regulatory liability of approximately $26.8 million as of December 31, 2003 and approximately $25.5 million as of December 31, 2002 representing an estimate of collected but not yet incurred removal costs. For the Non-Utility Nuclear business, the implementation of SFAS 143 resulted in a decrease in liabilities of approximately $595 million due to reductions in decommissioning liabilities, a decrease in assets of approximately $340 million, including a decrease in electric plant in service of $315 million, and an increase in earnings in the first quarter of 2003 of approximately $155 million net-of-tax ($0.67 per share) as a result of a one-time cumulative effect of accounting change.

The cumulative decommissioning liabilities and expenses recorded in 2003 by Entergy were as follows:

		Liabilities as of	SFAS 143			Liabilities as of
	December 31, 2002		Adoption	Accretion	Spending	December 31, 2003
		(In Millions)
ANO 1 & ANO 2		$310.7	$221.0	$35.8	$ -	$567.5
River Bend		237.0	41.2	20.6	-	298.8
Waterford 3		125.3	179.4	20.6	-	325.3
Grand Gulf 1		153.5	137.2	21.8	-	312.5
Pilgrim		490.2	(292.6)	15.8	-	213.4
Indian Point 1 & 2		456.9	(207.3)	19.9	11.8	257.7
Vermont Yankee		316.7	(95.1)	17.7	-	239.3
		$2,090.3	($16.2)	$152.2	$ 11.8	$2,214.5

In addition, an insignificant amount of removal costs associated with non-nuclear power plants are also included in the decommissioning line item on the balance sheet. Entergy periodically reviews and updates estimated decommissioning costs. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment.

If Entergy had applied SFAS 143 during prior periods, the following impacts would have resulted:

	Year Ended December 31, 2002	Year Ended December 31, 2001
Asset retirement obligations actually recorded	$2,090,269	$1,679,738
Pro forma effect of SFAS 143	$(46,041)	$28,512
Asset retirement obligations - pro forma	$2,044,228	$1,708,250
Earnings applicable to common stock - as reported	$599,360	$726,196
Pro forma effect of SFAS 143	$14,119	$9,613
Earnings applicable to common stock - pro forma	$613,479	$735,809
Basic earnings per average common share - as reported	$2.69	$3.29
Pro forma effect of SFAS 143	$0.06	$0.04
Basic earnings per average common share - pro forma	$2.75	$3.33
Diluted earnings per average common share - as reported	$2.64	$3.23
Pro forma effect of SFAS 143	$0.06	$0.04
Diluted earnings per average common share - pro forma	$2.70	$3.27

For the Indian Point 3 and FitzPatrick plants purchased in 2000, NYPA retained the decommissioning trusts and the decommissioning liability. NYPA and Entergy executed decommissioning agreements, which specify their decommissioning obligations. NYPA has the right to require Entergy to assume the decommissioning liability provided that it assigns the corresponding decommissioning trust, up to a specified level, to Entergy. If the decommissioning liability is retained by NYPA, Entergy will perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trusts. Entergy believes that the amounts available to it under either scenario are sufficient to cover the future decommissioning costs without any additional contributions to the trusts.

Entergy maintains decommissioning trust funds that are committed to meeting the costs of decommissioning the nuclear power plants. The fair values of the decommissioning trust funds and asset retirement obligation-related regulatory assets of Entergy as of December 31, 2003 are as follows:

	Decommissioning
	Trust	Regulatory
	Fair Values	Assets
	(In Millions)
ANO 1 & ANO 2	$360.5	$203.7
River Bend	267.9	36.2
Waterford 3	152.0	132.3
Grand Gulf 1	172.9	92.7
Pilgrim	491.9	-
Indian Point 1 & 2	485.9	-
Vermont Yankee	347.4	-
	$2,278.5	$464.9

The Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. Annual assessments (in 2003 dollars), which will be adjusted annually for inflation, are for 15 years and were $4.3 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.6 million for Entergy Louisiana, and $1.8 million for System Energy in 2003. The Energy Policy Act calls for cessation of annual D&D assessments not later than October 24, 2007. At December 31, 2003, three years of assessments were remaining. D&D fees are included in other current liabilities and other non-current liabilities and, as of December 31, 2003, recorded liabilities were $12.8 million for Entergy Arkansas, $3.0 million for Entergy Gulf States, $4.9 million for Entergy Louisiana, and $4.8 million for System Energy. Regulatory assets in the financial statements offset these liabilitie s, with the exception of Entergy Gulf States' 30% non-regulated portion. These assessments are recovered through rates in the same manner as fuel costs.

Employment Litigation

Entergy Corporation and certain subsidiaries are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, and/or sex. Entergy Corporation and these subsidiaries are vigorously defending these suits and deny any liability to the plaintiffs. Nevertheless, no assurance can be given as to the outcome of these cases.

NOTE 10. LEASES

General

As of December 31, 2003, Entergy had non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities (excluding nuclear fuel leases and the Grand Gulf 1 and Waterford 3 sale and leaseback transactions) with minimum lease payments as follows:

Total rental expenses for all leases (excluding nuclear fuel leases and the Grand Gulf 1 and Waterford 3 sale and leaseback transactions) amounted to $58.9 million in 2003, $60.1 million in 2002, and $65.1 million in 2001.

Nuclear Fuel Leases

As of December 31, 2003, arrangements to lease nuclear fuel existed in an aggregate amount up to $150 million for Entergy Arkansas, $80 million for each of System Energy and Entergy Louisiana, and $105 million for Entergy Gulf States. As of December 31, 2003, the unrecovered cost base of nuclear fuel leases amounted to approximately $102.7 million for Entergy Arkansas, $63.7 million for Entergy Gulf States, $65.0 million for Entergy Louisiana, and $47.2 million for System Energy. The lessors finance the acquisition and ownership of nuclear fuel through loans made under revolving credit agreements, the issuance of commercial paper, and the issuance of intermediate-term notes. The credit agreements for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have a termination date of October 30, 2006. The termination dates may be extended from time to time with the consent of the lenders. The intermediate-term notes issued pursuant to these fuel lease arrang ements have varying maturities through December 15, 2008. It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. However, if such additional financing cannot be arranged, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations in accordance with the Fuel Lease.

Lease payments are based on nuclear fuel use. The total nuclear fuel lease payments (principal and interest) as well as the separate interest component charged to operations by the domestic utility companies and System Energy were $142.0 million (including interest of $11.8 million) in 2003, $137.8 million (including interest of $11.3 million) in 2002, and $149.3 million (including interest of $17.2 million) in 2001.

Sale and Leaseback Transactions

Waterford 3 Lease Obligations

In 1989, Entergy Louisiana sold and leased back 9.3% of its interest in Waterford 3 for the aggregate sum of $353.6 million. The lease has an approximate term of 28 years. The lessors financed the sale-leaseback through the issuance of Waterford 3 Secured Lease Obligation Bonds. The lease payments made by Entergy Louisiana are sufficient to service the debt.

In 1994, Entergy Louisiana did not exercise its option to repurchase the 9.3% interest in Waterford 3. As a result, Entergy Louisiana issued $208.2 million of non-interest bearing first mortgage bonds as collateral for the equity portion of certain amounts payable under the lease.

In 1997, the lessors refinanced the outstanding bonds used to finance the purchase of Waterford 3 at lower interest rates, which reduced the annual lease payments.

Upon the occurrence of certain events, Entergy Louisiana may be obligated to assume the outstanding bonds used to finance the purchase of the unit and to pay an amount sufficient to withdraw from the lease transaction. Such events include lease events of default, events of loss, deemed loss events, or certain adverse "Financial Events." "Financial Events" include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure period, to maintain (i) total equity capital (including preferred stock) at least equal to 30% of adjusted capitalization, or (ii) a fixed charge coverage ratio of at least 1.50 computed on a rolling 12 month basis.

As of December 31, 2003, Entergy Louisiana's total equity capital (including preferred stock) was 49.82% of adjusted capitalization and its fixed charge coverage ratio for 2003 was 4.06.

As of December 31, 2003, Entergy Louisiana had future minimum lease payments (reflecting an overall implicit rate of 7.45%) in connection with the Waterford 3 sale and leaseback transactions, which are recorded as long-term debt, as follows:

Grand Gulf 1 Lease Obligations

In December 1988, System Energy sold 11.5% of its undivided ownership interest in Grand Gulf 1 for the aggregate sum of $500 million. Subsequently, System Energy leased back its interest in the unit for a term of 26-1/2 years. System Energy has the option of terminating the lease and repurchasing the 11.5% interest in the unit at certain intervals during the lease. Furthermore, at the end of the lease term, System Energy has the option of renewing the lease or repurchasing the 11.5% interest in Grand Gulf 1.

System Energy is required to report the sale-leaseback as a financing transaction in its financial statements. For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation. However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes. Consistent with a recommendation contained in a FERC audit report, System Energy recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and is recording this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance at the end of the lease term. The amount of this net regulatory asset was $83.2 million and $79.5 million as of December 31, 2003 and 2002, respectively.

As of December 31, 2003, System Energy had future minimum lease payments (reflecting an implicit rate of 7.02%), which are recorded as long-term debt as follows:

NOTE 11. RETIREMENT, OTHER POSTRETIREMENT BENEFITS, AND DEFINED CONTRIBUTION PLANS

Pension Plans

Entergy has seven pension plans covering substantially all of its employees: "Entergy Corporation Retirement Plan for Non-Bargaining Employees," "Entergy Corporation Retirement Plan for Bargaining Employees," "Entergy Corporation Retirement Plan II for Non-Bargaining Employees, " "Entergy Corporation Retirement Plan II for Bargaining Employees, " "Entergy Corporation Retirement Plan III, " "Entergy Corporation Retirement Plan IV for Non-Bargaining Employees, " and "Entergy Corporation Retirement Plan IV for Bargaining Employees. " Except for the Entergy Corporation Retirement Plan III, the pension plans are noncontributory and provide pension benefits that are based on employees' credited service and compensation during the final years before retirement. The Entergy Corporation Retirement Plan III includes a mandatory employee contribution of 3% of earnings during the first 10 years of plan participation, and allows voluntary contributions from 1% to 10% of earn ings for a limited group of employees. Entergy Corporation and its subsidiaries fund pension costs in accordance with contribution guidelines established by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts. As of December 31, 2003 and December 31, 2002, Entergy recognized an additional minimum pension liability for the excess of the accumulated benefit obligation over the fair market value of plan assets. In accordance with FASB 87, an offsetting intangible asset, up to the amount of any unrecognized prior service cost, was also recorded, with the remaining offset to the liability recorded as a regulatory asset reflective of the recovery mechanism for pension costs in Entergy's jurisdictions. Entergy's domestic utility companies' and System Energy's pension costs are recovered from customers as a component of cost of service in each of its jurisdictions. Entergy uses a December 31 measurement date for its pension plans.

Components of Net Pension Cost

Total 2003, 2002, and 2001, pension costs of Entergy Corporation and its subsidiaries, including amounts capitalized, included the following components:

Pension Obligations, Plan Assets, Funded Status, Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2003 and 2002:

Other Postretirement Benefits

Entergy also provides health care and life insurance benefits for retired employees. Substantially all domestic employees may become eligible for these benefits if they reach retirement age while still working for Entergy. Entergy uses a December 31 measurement date for its postretirement benefit plans.

Effective January 1, 1993, Entergy adopted SFAS 106, which required a change from a cash method to an accrual method of accounting for postretirement benefits other than pensions. At January 1, 1993, the actuarially determined accumulated postretirement benefit obligation (APBO) earned by retirees and active employees was estimated to be approximately $241.4 million for Entergy (other than Entergy Gulf States) and $128 million for Entergy Gulf States. Such obligations are being amortized over a 20-year period that began in 1993. For the most part, the domestic utilities and System Energy recover SFAS 106 costs from customers and are required to fund postretirement benefits collected in rates to an external trust.

Components of Net Postretirement Benefit Cost

Total 2003, 2002, and 2001 other postretirement benefit costs of Entergy Corporation and its subsidiaries, including amounts capitalized and deferred, included the following components (in thousands):

	2003	2002	2001
	(In Thousands)
Service cost - benefits earned during the period	$37,799	$29,199	$24,225
Interest cost on APBO	52,746	44,819	38,811
Expected return on assets	(15,810)	(14,066)	(12,578)
Amortization of transition obligation	15,193	17,874	17,874
Amortization of prior service cost	(925)	992	992
Recognized net (gain)/loss	12,369	1,874	(1,506)
Curtailment loss	57,958	-	-
Special termination benefits	5,444	-	-
Net other postretirement benefit cost	$164,774	$80,692	$67,818

Other Postretirement Benefit Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2003 and 2002:

	December 31,
	2003	2002
	(In Thousands)
Change in APBO
Balance at beginning of year	$799,506	$590,731
Service cost	37,799	29,199
Interest cost	52,746	44,819
Actuarial loss	115,966	159,143
Benefits paid	(48,379)	(35,861)
Plan amendments (a)	(84,722)	-
Plan participant contributions	7,074	-
Curtailment	56,369	-
Special termination benefits	5,444	-
Acquisition of subsidiary	-	11,475
Balance at end of year	$941,803	$799,506
Change in Plan Assets
Fair value of assets at begininning of year	$182,692	$158,190
Actual return on plan assets	22,794	(11,559)
Employer contributions	63,265	59,542
Plan participant contributions	7,074	-
Benefits paid	(48,379)	(35,861)
Acquisition of subsidiary	-	12,380
Fair value of assets at end of year	$227,446	$182,692
Funded status	($714,357)	($616,814)
Amounts not yet recognized in the balance sheet:
Unrecognized transition obligation	44,815	114,724
Unrecognized prior service cost	(20,746)	3,522
Unrecognized net loss	336,005	245,795
Accrued other postretirement benefit cost recognized in the balance sheet	($354,283)	($252,773)

(a) Reflects plan design changes, including a change in the participation assumption for non-bargaining employees effective August 1, 2003.

Pension and Other Postretirement Plans' Assets

Entergy's pension and postretirement plans weighted-average asset allocations by asset category at December 31, 2003 and 2002 are as follows:

	Pension		Postretirement
	2003	2002	2003	2002
Domestic Equity Securities	56%	50%	37%	34%
International Equity Securities	14%	10%	0%	1%
Fixed Income Securities	28%	37%	60%	64%
Other	2%	3%	3%	1%

Entergy's trust asset investment strategy is to invest the assets in a manner whereby long-term earnings on the assets (plus cash contributions) provide adequate funding for retiree benefit payments. Adequate funding is described as a 90% confidence that assets equal or exceed liabilities due five years in the future, and a corresponding 75% confidence level ten years out. The mix of assets is based on an optimization study that identifies asset allocation targets in order to achieve the maximum return for an acceptable level of risk while minimizing the expected contributions and pension and postretirement expense.

To perform such an optimization study, Entergy first makes assumptions about certain market characteristics, such as expected asset class investment returns, volatility (risk) and correlation coefficients among the various asset classes. Entergy does so by examining (or hiring a consultant to provide such analysis) historical market characteristics of the various asset classes over all of the different economic conditions that have existed. Entergy then examines and projects the economic conditions expected to prevail over the study period. Finally, the historical characteristics to reflect the expected future conditions are adjusted to produce the market characteristics that will be assumed in the study.

The optimization analysis utilized in Entergy's latest study produced the following approved asset class target allocations.

	Pension	Postretirement
Domestic Equity Securities	54%	37%
International Equity Securities	12%	8%
Fixed Income Securities	30%	55%
Other (Cash and GACs)	4%	0%

These allocation percentages combined with each asset class' expected investment return produced an aggregate return expectation of 9.59% for pension assets, 5.45% for taxable postretirement assets, and 7.19% for non-taxable postretirement assets. These returns are consistent with Entergy's disclosed expected return on assets of 8.75% (non-taxable assets) and 5.5% (taxable assets).

Since precise allocation targets are inefficient to manage security investments, the following ranges were established to produce an acceptable economically efficient plan to manage to targets:

	Pension	Postretirement
Domestic Equity Securities	49 % to 59%	32 % to 42%
International Equity Securities	7% to 17%	3% to 12%
Fixed Income Securities	25% to 35%	50% to 60%
Other	0% to 10%	0% to 5%

Accumulated Pension Benefit Obligation

The accumulated benefit obligation for Entergy's pension plans was $2.1 billion and $1.7 billion at December 31, 2003 and 2002, respectively.

Estimated Future Benefit Payments

Based upon the assumptions used to measure the company's pension and postretirement benefit obligation at December 31, 2003, and including pension and postretirement benefits attributable to estimated future employee service, Entergy expects that pension benefits to be paid over the next ten years is as follows:

	Estimated Future Benefits Payments
	Pension	Postretirement
	(In Thousands)
Year(s)
2004	$96,764	$53,666
2005	$98,378	$57,271
2006	$100,411	$58,389
2007	$103,225	$61,171
2008	$107,120	$63,393
2009 - 2013	$631,594	$358,648

Contributions

Entergy expects to contribute $110 million (which includes about $1 million in employee contributions) to its pension plans and $68.6 million to other postretirement plans in 2004.

Additional Information

The change in the minimum pension liability included in other comprehensive income and regulatory assets was as follows for 2003 and 2002:

	2003	2002
	(In Thousands)
Increase/(decrease) in the minimum pension liability included in:
Other comprehensive income	($1,639)	$17,016
Regulatory assets	($23,768)	$157,789

Actuarial Assumptions

The assumed health care cost trend rate used in measuring the APBO of Entergy was 10% for 2004, gradually decreasing each successive year until it reaches 4.5% in 2010 and beyond. The assumed health care cost trend rate used in measuring the Net Other Postretirement Benefit Cost of Entergy was 10% for 2004, gradually decreasing each successive year until it reaches 4.5% in 2009 and beyond. A one percentage point increase in the assumed health care cost trend rate for 2003 would have increased the APBO and the sum of the service cost and interest cost of Entergy as of December 31, 2003 as follows:

The significant actuarial assumptions used in determining the pension PBO and the SFAS 106 APBO for 2003, 2002, and 2001 were as follows:

	2003	2002	2001
Weighted-average discount rate:
Pension	6.25%	6.75%	7.50%
Other postretirement	6.71%	6.75%	7.50%
Weighted-average rate of increase
in future compensation levels	3.25%	3.25%	4.60%
Expected long-term rate of
return on plan assets:
Taxable assets	5.5%	5.50%	5.50%
Non-taxable assets	8.75%	8.75%	9.00%

The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for 2003, 2002, and 2001 were as follows:

	2003	2002	2001
Weighted-average discount rate	6.75%	7.5%	7.5%
Weighted-average rate of increase
in future compensation levels	3.25%	4.6%	4.6%
Expected long-term rate of
return on plan assets:
Taxable assets	5.5%	5.5%	5.5%
Non-taxable assets	8.75%	9.0%	9.0%

Entergy's remaining pension transition assets are being amortized over the greater of the remaining service period of active participants or 15 years, and its SFAS 106 transition obligations are being amortized over 20 years.

Voluntary Severance Program

During 2003, Entergy offered a voluntary severance program to certain groups of employees. As a result of this program, Entergy recorded additional pension and postretirement costs (including amounts capitalized) of $110.3 million for special termination benefits and plan curtailment charges. These amounts are included in the net pension cost and net postretirement benefit cost for the year ended December 31, 2003.

Medicare Prescription Drug, Improvement and Modernization Act of 2003

In December 2003, the President signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 into law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D.

Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. As allowed by Financial Accounting Standards Board Staff Position No. FAS 106-1, Entergy has elected to record an estimate of the effects of the Act in accounting for its postretirement benefit plans under SFAS 106 and in providing disclosures required by SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits.

Based on actuarial analysis of prescription drug benefits, estimated future Medicare subsidies are expected to reduce the December 31, 2003 Accumulated Postretirement Benefit Obligation by $56 million. For the year ended December 31, 2003 the impact of the Act on Net Postretirement Cost was immaterial, as it reflected only one month's impact of the Act. When specific guidance on accounting for federal subsidy is issued, these estimates could change.

Defined Contribution Plans

Entergy sponsors the Savings Plan of Entergy Corporation and Subsidiaries (Savings Plan). The Savings Plan is a defined contribution plan covering eligible employees of Entergy and its subsidiaries. Through January 31, 2004, the Savings Plan provided that the employing Entergy subsidiary:

• make matching contributions to the Savings Plan in an amount equal to 75% of the participants' basic contributions, up to 6% of their eligible earnings, in shares of Entergy Corporation common stock if the employees direct their company-matching contribution to the purchase of Entergy Corporation's common stock; or
• make matching contributions in the amount of 50% of the participants' basic contributions, up to 6% of their eligible earnings, if the employees direct their company-matching contribution to other investment funds.

Effective February 1, 2004, the employing Entergy subsidiary will make matching contributions to the Savings Plan in an amount equal to 70% of the participants' basic contributions, up to 6% of their eligible earnings. The 70% match will be allocated to investments as directed by the employee.

Entergy also sponsors the Savings Plan of Entergy Corporation and Subsidiaries II (began in 2001), the Savings Plan of Entergy Corporation and Subsidiaries III (began in 2002), and the Savings Plan of Entergy Corporation and Subsidiaries V (began in 2002). The plans are defined contribution plans that cover eligible employees, as defined by each plan, of Entergy and its subsidiaries. The employing Entergy subsidiary makes matching contributions equal to 50% of the participants' participating contributions for each of these plans.

Entergy's subsidiaries' contributions to the plans collectively were $31.5 million in 2003, $29.6 million in 2002, and $25.4 million in 2001 to these defined contribution plans. The majority of the contributions were to the Savings Plan.

NOTE 12. BUSINESS SEGMENT INFORMATION

Entergy's reportable segments as of December 31, 2003 are U.S. Utility, Non-Utility Nuclear, and Energy Commodity Services. U.S. Utility generates, transmits, distributes, and sells electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and provides natural gas utility service in portions of Louisiana. Non-Utility Nuclear owns and operates five nuclear power plants and is primarily focused on selling electric power produced by those plants to wholesale customers. Energy Commodity Services is focused primarily on providing energy commodity trading and gas transportation and storage services through Entergy-Koch, LP. Energy Commodity Services also includes non-nuclear wholesale assets, a participant in the wholesale power generation business in North America and Europe. Results from Entergy-Koch are reported as equity in earnings of unconsolidated equity affiliates in the financial statements. Entergy's operating segments are strategic business units managed separa tely due to their different operating and regulatory environments. Entergy's chief operating decision maker is its Office of the Chief Executive, which consists of its highest-ranking officers.

"All Other" includes the parent company, Entergy Corporation, and other business activity, including earnings on the proceeds of sales of previously owned businesses.

Entergy's segment financial information is as follows:

	U.S. Utility	Non-Utility Nuclear*	Energy Commodity Services*	All Other*	Eliminations	Consolidated
	(In Thousands)
2003
Operating revenues	$7,584,857	$1,274,983	$184,888	$188,228	($38,036)	$9,194,920
Deprec., amort. & decomm.	890,092	87,825	13,681	5,005	-	996,603
Interest income	43,035	36,874	18,128	27,575	(38,226)	87,386
Equity in earnings (loss) of
unconsolidated equity affiliates	(3)	-	271,650	-	-	271,647
Interest charges	419,111	34,460	15,193	75,787	(38,225)	506,326
Income taxes (credits)	341,044	88,619	105,903	(45,492)	-	490,074
Cumulative effect of accounting change	(21,333)	154,512	3,895	-	-	137,074
Net income (loss)	492,574	300,799	180,454	(23,360)	-	950,467
Total assets	22,429,136	4,171,777	2,076,921	1,495,903	(1,619,527)	28,554,210
Investment in affiliates - at equity	211	-	1,081,462	-	(28,345)	1,053,328
Cash paid for long-lived asset additions	1,233,208	281,377	44,284	10,074	-	1,568,943

	U.S. Utility	Non-Utility Nuclear*	Energy Commodity Services*	All Other*	Eliminations	Consolidated
	(In Thousands)
2002
Operating revenues	$6,773,509	$1,200,238	$294,670	$40,729	($4,111)	$8,305,035
Deprec., amort. & decomm.	800,257	88,733	21,465	5,143	-	915,598
Interest income	23,231	71,262	26,140	35,433	(37,741)	118,325
Equity in earnings of
unconsolidated equity affiliates	(2)	-	183,880	-	-	183,878
Interest charges	465,703	47,291	61,632	35,579	(37,741)	572,464
Income taxes (credits)	313,752	132,726	(141,288)	(11,252)	-	293,938
Net income (loss)	606,963	200,505	(145,830)	(38,566)	-	623,072
Total assets	21,630,523	4,482,308	2,167,472	1,327,354	(2,103,291)	27,504,366
Investment in affiliates - at equity	214	-	823,995	-	-	824,209
Cash paid for long-lived asset additions	1,131,734	169,756	210,297	18,514	-	1,530,301

	U.S. Utility	Non-Utility Nuclear*	Energy Commodity Services*	All Other*	Eliminations	Consolidated
	(In Thousands)
2001
Operating revenues	$7,432,920	$789,244	$1,370,485	$34,603	($6,353)	$9,620,899
Deprec., amort. & decomm.	667,333	43,103	34,667	4,516	-	749,619
Interest income	79,702	54,053	23,169	37,235	(34,354)	159,805
Equity in earnings of
unconsolidated equity affiliates	-	-	162,882	-	-	162,882
Interest charges	576,705	55,717	74,953	41,558	(34,353)	714,580
Income taxes	300,284	80,053	74,493	863	-	455,693
Cumulative effect of accounting change	-	-	23,482	-	-	23,482
Net income (loss)	574,554	127,880	105,939	(57,866)	-	750,507
Total assets	20,309,695	3,449,156	2,377,733	863,906	(1,090,179)	25,910,311
Investment in affiliates - at equity	214	-	765,889	-	-	766,103
Cash paid for long-lived asset additions	1,110,484	126,880	199,387	599,886	-	2,036,637

Businesses marked with * are referred to as the "competitive businesses," with the exception of the parent company, Entergy Corporation. Eliminations are primarily intersegment activity.

Energy Commodity Services' net loss for the year ended December 31, 2002 includes net charges of $428.5 million to operating expenses ($238.3 million net of tax). These charges reflect the effect of Entergy's decision to discontinue additional greenfield power plant development and the asset impairments resulting from the deteriorating economics of wholesale power markets in the United States and the United Kingdom. The net charges consist of the following:

• The power development business obtained contracts in October 1999 to acquire 36 turbines from General Electric. Entergy's rights and obligations under the contracts for 22 of the turbines were sold to an independent special-purpose entity in May 2001. $178.0 million of the charges, including an offsetting benefit of $28.5 million ($18.5 million net of tax) related to the sale of four turbines to a third party, is a provision for the net costs resulting from cancellation or sale of the turbines subject to purchase commitments with the special-purpose entity.
• $204.4 million of the charges result from the write-off of Entergy Power Development Corporation's equity investment in the Damhead Creek project and the impairment of the values of the Warren Power power plant, the Crete project, and the RS Cogen project. This portion of the charges reflects Entergy's estimate of the effects of reduced spark spreads in the United States and the United Kingdom. These estimates are based on various sources of information, including discounted cash flow projections and current market prices.
• $39.1 million of the charges relate to the restructuring of the non-nuclear wholesale assets business, including impairments of administrative fixed assets, estimated sublease losses, and employee-related costs for approximately 135 affected employees. These restructuring costs are included in the "Provision for turbine commitments, asset impairments and restructuring charges" in the accompanying consolidated statement of income were comprised of the following:

	Restructuring Costs	Paid in Cash	Non-Cash Portion	Remaining Accrual
		(in millions)
Fixed asset impairments	$22.5	$ -	$22.5	$ -
Sublease losses	10.7	5.6	-	5.1
Severance and related costs	5.9	5.9	-	-
Total	$39.1	$11.5	$22.5	$5.1

• $32.7 million of the charges result from the write-off of capitalized project development costs for projects that will not be completed.
• The net charges include a gain of $25.7 million ($15.9 million net of tax) on the sale of projects under development in Spain in August 2002 and the after-tax gain of $31.4 million realized on the sale of Damhead Creek in December 2002.

Geographic Areas

The following table shows Entergy's domestic and foreign operating revenues for the years ended December 31:

	2003	2002	2001
	(In Thousands)
Domestic	$9,122,827	$8,051,992	$9,098,861
Foreign	72,093	253,043	522,038
Consolidated	$9,194,920	$8,305,035	$9,620,899

Long-lived assets as of December 31 were as follows:

	2003	2002	2001
	(In Thousands)
Domestic	$18,296,934	$17,664,230	$16,468,059
Foreign	1,863	773	421,870
Consolidated	$18,298,797	$17,665,003	$16,889,929

NOTE 13. EQUITY METHOD INVESTMENTS

As of December 31, 2003, Entergy owns material investments in the following companies that it accounts for under the equity method of accounting:

Company	Ownership	Description
Entergy-Koch, LP	50% partnership interest	Engaged in two major businesses: energy commodity trading, which includes power, gas, weather derivatives, emissions, and cross-commodities, and gas transportation and storage
RS Cogen LLC	50% member interest	Co-generation project that produces power and steam on an industrial and merchant basis in the Lake Charles, Louisiana area
EntergyShaw LLC	50% member interest	Provides management, engineering, procurement, construction, and commissioning services for electric power plants
Crete Energy Ventures, LLC Crete Turbine Holding, LLC	50% member interests	Own a merchant power plant located in Crete, Illinois

Entergy sold its interest in the Crete project in January 2004 and realized an insignificant gain on the sale.

Following is a reconciliation of Entergy's investments in equity affiliates:

	2003	2002	2001
	(In Thousands)
Beginning of year	$824,209	$766,103	$136,487
Additional investments	4,668	36,372	471,102
Income from the investments	271,647	183,878	162,882
Other income	45,583	21,462	18,074
Dividends received	(105,142)	(73,902)	(21,191)
Currency translation adjustments	-	-	138
Dispositions and other adjustments	12,363	(109,704)	(1,389)
End of year	$1,053,328	$824,209	$766,103

In accordance with the partnership agreement, Entergy contributed $72.7 million to Entergy-Koch in January 2004.

The following is a summary of combined financial information reported by Entergy's equity method investees:

		2003	2002	2001
		(In Thousands)
Income Statement Items
	Operating revenues	$585,404	$551,853	$693,400
	Operating income	$207,301	$159,342	$309,752
	Net income	$172,595	$68,095	$226,039
Balance Sheet Items
	Current assets	$2,576,630	$2,334,133
	Noncurrent assets	$1,675,334	$1,490,355
	Current liabilities	$1,757,663	$1,782,385
	Noncurrent liabilities	$1,166,540	$729,817

Two of the unconsolidated 50/50 joint ventures, Entergy-Koch and RS Cogen, have obtained debt financing for their operations. As of December 31, 2003, the debt financing outstanding for those two entities totals $773.8 million, which is included in the liability figures given above. This debt is nonrecourse to Entergy.

Related-party transactions and guarantees

During 2003, 2002, and 2001, Entergy procured various services from Entergy-Koch consisting primarily of pipeline transportation services for natural gas and risk management services for electricity and natural gas. The total cost of such services in 2003, 2002, and 2001 was approximately $15.9 million, $11.2 million, and $7.8 million, respectively. In 2003, Entergy Louisiana and Entergy New Orleans entered purchase power agreements with RS Cogen, and purchased a total of $26.0 million of capacity and energy from RS Cogen in 2003. Entergy's operating transactions with its other equity method investees were not material in 2003, 2002, or 2001.

EntergyShaw constructed the Harrison County project for Entergy that was completed in 2003. Entergy guaranteed EntergyShaw's obligation to construct the plant until approximately June 2004. Entergy's maximum liability on the guarantee is $232.5 million.

RS Cogen has an interest rate swap agreement that hedges the interest rate on a portion of its debt. Entergy guaranteed RS Cogen's obligations under the interest rate swap agreement. The guarantee is in the amount of $16.5 million and terminates in October 2017.

NOTE 14. ACQUISITIONS AND DISPOSITIONS

Asset Acquisitions

Vermont Yankee

In July 2002, Entergy's Non-Utility Nuclear business purchased the 510 MW Vermont Yankee nuclear power plant located in Vernon, Vermont, from Vermont Yankee Nuclear Power Corporation for $180 million. Entergy received the plant, nuclear fuel, inventories, and related real estate. The liability to decommission the plant, as well as related decommissioning trust funds of approximately $310 million, was also transferred to Entergy. The acquisition included a 10-year power purchase agreement (PPA) under which the former owners will buy the power produced by the plant, which is through the expiration of the current operating license for the plant. The PPA includes an adjustment clause which provides that the prices specified in the PPA will be adjusted downward annually, beginning in 2006, if power market prices drop below the PPA prices.

The acquisition was accounted for using the purchase method. The results of operations of Vermont Yankee subsequent to the purchase date have been included in Entergy's consolidated results of operations. The purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values on the purchase date.

Indian Point 2

In September 2001, Entergy's Non-Utility Nuclear business acquired the 970 MW Indian Point 2 nuclear power plant located in Westchester County, New York from Consolidated Edison. Entergy paid approximately $600 million in cash at the closing of the purchase and received the plant, nuclear fuel, materials and supplies, a purchase power agreement (PPA), and assumed certain liabilities. On the second anniversary of the Indian Point 2 acquisition, Entergy's nuclear business will also begin to pay NYPA $10 million per year for up to 10 years in accordance with the Indian Point 3 purchase agreement. Under the PPA, Consolidated Edison will purchase 100% of Indian Point 2's output through 2004. Consolidated Edison transferred a $430 million decommissioning trust fund, along with the liability to decommission Indian Point 2 and Indian Point 1, to Entergy. Entergy acquired Indian Point 1 in the transaction, a plant that has been shut down and in safe storage since the 1 970s.

The acquisition was accounted for using the purchase method. The results of operations of Indian Point 2 subsequent to the purchase date have been included in Entergy's consolidated results of operations. The purchase price has been allocated to the acquired assets, including identifiable intangible assets, and liabilities assumed based on their estimated fair values on the purchase date. Intangible assets are being amortized straight-line over the remaining life of the plant.

Asset Dispositions

In the first quarter of 2002, Entergy sold its interests in projects in Argentina, Chile, and Peru for net proceeds of $135.5 million. After impairment provisions recorded for these Latin American interests in 2001, the net loss realized on the sale in 2002 is insignificant.

In August 2002, Entergy sold its interest in projects under development in Spain for a realized gain on the sale of $25.7 million. In December 2002, Entergy sold its 800 MW Damhead Creek power plant in the UK resulting in an increase in net income of $31.4 million. The Damhead Creek buyer assumed all market and regulatory risks associated with the facility.

In August 2001, Entergy sold its Saltend power plant in the UK for a cash payment of approximately $800 million. Entergy's gain on the sale was approximately $88.1 million ($57.2 million after tax). In the sales transaction, Entergy or its subsidiaries made certain warranties to the purchasers relating primarily to the performance of certain remedial work on the facility and the assumption of responsibility for certain contingent liabilities. Entergy believes that it has provided adequate reserves for the warranties as of December 31, 2003.

NOTE 15. RISK MANAGEMENT AND FAIR VALUES

Market and Commodity Risks

In the normal course of business, Entergy is exposed to a number of market and commodity risks. Market risk is the potential loss that Entergy may incur as a result of changes in the market or fair value of a particular instrument or commodity. All financial and commodity-related instruments, including derivatives, are subject to market risk. Entergy is subject to a number of commodity and market risks, including:

Type of Risk	Primary Affected Segments
Power price risk	All reportable segments
Fuel price risk	All reportable segments
Foreign currency exchange rate risk	All reportable segments
Equity price and interest rate risk - investments	U.S. Utility, Non-Utility Nuclear

Entergy manages these risks through both contractual arrangements and derivatives. Contractual risk management tools include long-term power and fuel purchase agreements, capacity contracts, and tolling agreements. Entergy also uses a variety of commodity and financial derivatives, including natural gas and electricity futures, forwards, swaps, and options; foreign currency forwards; and interest rate swaps as a part of its overall risk management strategy. Except for the energy trading activities conducted by the Energy Commodity Services segment, Entergy enters into derivatives only to manage natural risks inherent in its physical or financial assets or liabilities.

Entergy's exposure to market risk is determined by a number of factors, including the size, term, composition, and diversification of positions held, as well as market volatility and liquidity. For instruments such as options, the time period during which the option may be exercised and the relationship between the current market price of the underlying instrument and the option's contractual strike or exercise price also affects the level of market risk. A significant factor influencing the overall level of market risk to which Entergy is exposed is its use of hedging techniques to mitigate such risk. Entergy manages market risk by actively monitoring compliance with stated risk management policies as well as monitoring the effectiveness of its hedging policies and strategies. Entergy's risk management policies limit the amount of total net exposure and rolling net exposure during the stated periods. These policies, including related risk limits, are regularly assessed to ensure thei r appropriateness given Entergy's objectives.

Hedging Derivatives

Entergy classifies substantially all of the following types of derivative instruments held by its consolidated businesses as cash flow hedges:

Instrument	Business Segment
Natural gas and electricity futures and forwards	Non-Utility Nuclear, Energy Commodity Services
Foreign currency forwards	U.S. Utility, Non-Utility Nuclear

Cash flow hedges with net unrealized gains of approximately $11 million at December 31, 2003 are scheduled to mature during 2004. Gains totaling approximately $27 million were realized during 2003 on the maturity of cash flow hedges. Unrealized gains or losses result from hedging power output at the Non-Utility Nuclear power stations and foreign currency hedges related to Euro-denominated nuclear fuel acquisitions. The related gains or losses from hedging power are included in revenues when realized. The realized gains or losses from foreign currency transactions are included in the cost of capitalized fuel. The maximum length of time over which Entergy is currently hedging the variability in future cash flows for forecasted transactions at December 31, 2003 is approximately five years. The ineffective portion of the change in the value of Entergy's cash flow hedges during 2003 was insignificant.

Fair Values

Commodity Instruments

Fair value estimates of Energy Commodity Services' commodity instruments are made at discrete points in time based on relevant market information. Market quotes are used in determining fair value whenever they are available. When market quotes are not available (e.g., in the case of a long-dated commodity contract), other information is used, including transactional data and internally developed models. Fair value estimates based on these other methodologies are necessarily subjective in nature and involve uncertainties and matters of significant judgment. Therefore, actual results may differ from these estimates. At December 31, 2003 and 2002, the recorded values of Energy Commodity Services' energy-related commodity contracts were as follows:

	2003		2002
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Consolidated subsidiaries	$-	$-	$4,071	$8,395
Equity method investees (1)	$872,959	$866,412	$754,678	$663,765

(1) As required by equity method accounting principles, only Entergy's net investment in these investees is reflected in its balance sheet, and these assets and liabilities are not reflected in Entergy's balance sheet. See Note 13 to the consolidated financial statements for more information on Entergy's equity method investees.

Following are the cumulative periods in which Entergy-Koch Trading's net mark-to-market assets would be realized in cash if they are held to maturity and market prices are unchanged:

Maturities and Sources for Fair Value of Trading Contracts at December 31, 2003	0-12 months	13-24 months	25+ months	Total
	(In Millions)
Prices actively quoted	$126.3	($87.1)	($14.6)	$24.6
Prices provided by other sources	4.8	(10.1)	5.6	0.3
Prices based on models	(28.0)	14.2	4.9	(8.9)
Total	$103.1	($83.0)	($4.1)	$16.0

Financial Instruments

The estimated fair value of Entergy's financial instruments is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. The estimated fair value of derivative financial instruments is based on market quotes. Considerable judgment is required in developing some of the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that Entergy could realize in a current market exchange. In addition, gains or losses realized on financial instruments held by regulated businesses may be reflected in future rates and therefore do not necessarily accrue to the benefit or detriment of stockholders.

Entergy considers the carrying amounts of most of its financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments. Additional information regarding financial instruments and their fair values is included in Notes 5 and 7 to the consolidated financial statements.

NOTE 16. QUARTERLY FINANCIAL DATA (UNAUDITED)

Operating results for the four quarters of 2003 and 2002 were:

	Operating Revenues	Operating Income (Loss)	Net Income (Loss)
	(In Thousands)
2003:
First Quarter	$2,037,723	$363,403	$400,923(a)
Second Quarter	2,353,909	461,576	211,517
Third Quarter	2,700,125	619,005	371,650
Fourth Quarter	2,103,163	40,571	(33,623)
2002:
First Quarter	$1,860,834	$(55,670)	$(72,983)
Second Quarter	2,096,581	486,159	247,585
Third Quarter	2,468,875	653,695	366,800
Fourth Quarter	1,878,745	57,537	81,670

(a) Net income before the cumulative effect of accounting change for the first quarter 2003 was $258,001.

Earnings per Average Common Share

	2003		2002
	Basic	Diluted	Basic	Diluted
First Quarter	$1.77(b)	$1.73(b)	$(0.36)	$(0.36)
Second Quarter	$0.91	$0.89	$1.08	$1.06
Third Quarter	$1.60	$1.57	$1.61	$1.59
Fourth Quarter	$(0.19)	$(0.18)	$0.36	$0.35

(b) Basic and diluted earning per average common share before the cumulative effect of accounting change for the first quarter of 2003 were $1.13 and $1.10, respectively.

ENTERGY'S BUSINESS (continued)

U.S. Utility

The U.S. Utility is Entergy's largest business segment, with five wholly-owned domestic retail electric utility subsidiaries: Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. These companies generate, transmit, distribute and sell electric power to retail and wholesale customers in Arkansas, Louisiana, Mississippi, and Texas. Entergy Gulf States and Entergy New Orleans also provide natural gas utility services to customers in and around Baton Rouge, Louisiana, and New Orleans, Louisiana, respectively. Also included in the U.S. Utility is System Energy, a wholly-owned subsidiary of Entergy Corporation that owns or leases 90 percent of Grand Gulf 1. System Energy sells its power and capacity from Grand Gulf 1 at wholesale to four of the domestic utility companies.

These utility subsidiaries are each regulated by state utility commissions, and in the case of Entergy New Orleans, the City Council. System Energy is regulated by FERC as all of its transactions are at the wholesale level. The U.S. Utility continues to operate as a monopoly as efforts toward deregulation have been delayed, abandoned, or not initiated in its service territories. The overall generation portfolio of the U.S. Utility, which relies heavily on natural gas and nuclear generation, is consistent with Entergy's strong support for the environment.

The U.S. Utility is focused on providing highly reliable and cost effective electricity and gas service while working in an environment that provides the highest level of safety for its employees. Since 1998, the U.S. Utility has significantly improved key customer service, reliability and safety metrics and continues to actively pursue additional improvements.

Customers

As of December 31, 2003, Entergy's domestic utility companies provided retail electric and gas service to customers in Arkansas, Louisiana, Mississippi, and Texas, as follows:

		Electric Customers		Gas Customers
	Area Served	(In Thousands)	(%)	(In Thousands)	(%)
Entergy Arkansas	Portions of Arkansas	660	25%
Entergy Gulf States	Portions of Texas and Louisiana	709	27%	90	38%
Entergy Louisiana	Portions of Louisiana	657	25%
Entergy Mississippi	Portions of Mississippi	416	16%
Entergy New Orleans	City of New Orleans*	189	7%	147	62%
Total customers		2,631	100%	237	100%
* Excludes Algiers, which is provided electric service by Entergy Louisiana.

Electric Energy Sales

The electric energy sales of Entergy's domestic utility companies are subject to seasonal fluctuations, with the peak sales period normally occurring during the third quarter of each year. On August 19, Entergy reached a 2003 peak demand of 20,162 MW, compared to the 2002 peak of 20,419 MW recorded on August 2 of that year. Selected electric energy sales data is shown in the table below:

Selected 2003 Electric Energy Sales Data

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy	Entergy (a)
	(In GWh)
Electric Department:
Sales to retail
customers	19,650	33,805	27,778	12,891	5,844	-	99,968
Sales for resale:
Affiliates	7,036	1,185	1,344	112	1,312	9,812	-
Others	5,399	3,358	132	331	28	-	9,248
Total	32,085	38,348	29,254	13,334	7,184	9,812	109,216
Average use per
residential customer
(KWh)	12,669	15,791	15,382	14,631	12,556	-	14,498

(a) Includes the effect of intercompany eliminations.

The following table illustrates the domestic utility companies' 2003 combined electric sales volume as a percentage of total electric sales volume, and 2003 combined electric revenues as a percentage of total 2003 electric revenue, each by customer class.

Customer Class	% of Sales Volume	% of Revenue
Residential	30.0	36.3
Commercial	23.7	25.5
Industrial (a)	35.4	28.1
Wholesale	8.5	7.5
Governmental	2.4	2.6

(a) Major industrial customers are in the chemical, petroleum refining, and paper industries.

See "Selected Financial Data" for each of the domestic utility companies for the detail of their sales by customer class for 2001, 2002, and 2003.

Selected 2003 Natural Gas Sales Data

Entergy New Orleans and Entergy Gulf States provide both electric power and natural gas to retail customers. Entergy New Orleans and Entergy Gulf States sold 14,859,798 and 7,116,028 Mcf, respectively, of natural gas to retail customers in 2003. In 2003, 98% of Entergy Gulf States' operating revenue was derived from the electric utility business, and only 2% from the natural gas distribution business. For Entergy New Orleans, 81% of operating revenue was derived from the electric utility business and 19% from the natural gas distribution business in 2003. Following is data concerning Entergy New Orleans 2003 retail operating revenue sources and customer data.

	Electric Operating	Natural Gas
Entergy New Orleans	Revenue	Revenue
Residential	41%	54%
Commercial	37%	21%
Industrial	6%	11%
Governmental/Municipal	16%	14%

Retail Rate Regulation

General (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

The retail regulatory philosophy has shifted in some jurisdictions from traditional, cost-of-service regulation to include performance-based rate elements. Performance-based rate plans are designed to encourage efficiencies and productivity while permitting utilities and their customers to share in the benefits. Entergy Mississippi, Entergy Louisiana, and Entergy New Orleans have implemented performance-based formula rate plans, but Entergy Louisiana's performance-based formula rate plan expired in 2001. The status of the introduction of competition in Entergy's retail service territories is summarized below.

Jurisdiction	Status of Retail Open Access	% of Entergy's 2003 Revenues Derived from Retail Electric Utility Operations in the Jurisdiction
Arkansas	Retail open access was repealed in February 2003.	15.4%
Texas	Implementation delayed in Entergy Gulf States' service area in a settlement approved by PUCT. In light of regulatory proceedings and approvals required, retail open access not likely before the first quarter of 2005.	14.4%
Louisiana	The LPSC has deferred pursuing retail open access, pending developments at the federal level and in other states.	43.9%
Mississippi	The MPSC has recommended not pursuing open access at this time.	13.0%
New Orleans	The Council has taken no action on Entergy New Orleans' proposal filed in 1997.	5.9%

Retail Rate Proceedings

Each domestic utility operating subsidiary participates in retail rate proceedings on a consistent basis. The status of material retail rate proceedings is described below and in Note 2 to the domestic utility companies and System Energy financial statements.

Company	Authorized ROE	Pending Proceedings/Events
Entergy Arkansas	11.0%	No cases are pending. Transition cost account mechanism expired on December 31, 2001. It is likely a filing will be made in mid-2005 in connection with the steam generator replacement at ANO.
Entergy Gulf States-Texas	10.95%	Base rates have been frozen since settlement order issued in June 1999. Freeze will likely extend to the start of retail open access given management's current expectations as to the start of retail open access.
Entergy Gulf States-Louisiana	11.1%	The LPSC approved a settlement resolving the 4th - 8th post-merger earning reviews resulting in a $22.1 million prospective rate reduction effective January 2003 and a refund of $16.3 million. In December 2003, the LPSC staff recommended a $30.6 million rate refund and a prospective rate reduction of approximately $50 million as a result of the 9th earnings analysis (2002). Hearings are set for April 2004. With the LPSC staff, Entergy Gulf States continues to pursue the development of a performance-based rate structure.
Entergy Louisiana	9.7%- 11.3%(1)	In January 2004, Entergy Louisiana filed with the LPSC an application for a $167 million base rate increase and an ROE of 11.4%. The currently authorized ROE midpoint is 10.5%.  Hearings are scheduled for September 2004. With the LPSC staff, Entergy Louisiana continues to pursue the development of a performance-based rate structure.
Entergy Mississippi	10.64%- 12.86%(2)	An annual formula rate plan is in place. The MPSC approved a $48.2 million rate increase effective January 2003 and an ROE midpoint of 11.75%. Entergy Mississippi will make a formula rate plan filing in March 2004.
Entergy New Orleans	10.25%-12.25%(3)	The City Council approved an agreement in May 2003 allowing for a $30.2 million increase in base rates effective June 1, 2003 and approved the implementation of formula rate plans for the electric and gas service that will be evaluated annually until 2005. An appeal of the approval by intervenors is pending, but the rates remain in effect. The midpoint ROE of both plans is 11.25%, with a target equity component of 42%. Entergy New Orleans will make a formula rate plan filing in May 2004.
System Energy	10.94%	ROE approved by July 2001 FERC order. No cases pending before FERC.

(1)	Entergy Louisiana's formula rate plan expired with the 2001 test year. Under the expired formula, if Entergy Louisiana earned outside of the bandwidth range, rates would be adjusted on a prospective basis. If earnings were above the bandwidth range, rates would be reduced by 60 percent of the amount necessary to bring earnings down to the top of the bandwidth, and if earnings were below the bandwidth range, rates would be increased by 60 percent of the corresponding shortfall.
(2)	Under Mississippi law and Entergy Mississippi's formula rate plan, if Entergy Mississippi's earned ROE is above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississippi's rates are reduced by 50 percent of the difference between the earned ROE and the top of the bandwidth. In such circumstance, Entergy Mississippi's 'Allowed ROE' for the next twelve-month period is the point halfway between such earned ROE and the top of the bandwidth -- Entergy Mississippi's retail rates are set at that halfway-point ROE level. (Before the comparison is made of the earned ROE to the bandwidth, the bandwidth can be adjusted for performance measures by as much as 1%. Rates are adjusted pursuant to the Entergy Mississippi's formula rate plan on a prospective basis only.) In the situation where Entergy Mississippi's earned ROE is not above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississ ippi's 'Allowed ROE' for the next twelve-month period is the top of the range-of-no-change at the top of the bandwidth. If earnings are below the bandwidth range, rates are increased by 50 percent of the difference between the earned ROE and the bottom of the bandwidth. Under the provisions of Entergy Mississippi's formula rate plan, each annual formula rate plan filing incorporates a revised calculation of the benchmark ROE. The benchmark ROE set out in the March 15, 2004, formula rate plan filing likely will differ from the last approved ROE. Entergy Mississippi anticipates that the March 15, 2004, filing will show an allowed regulatory earnings range of 9.3% to 12.2%. Entergy Mississippi does not anticipate a reduction in revenues going forward.
(3)	If Entergy New Orleans earns outside the bandwidth range, rates will be adjusted on a prospective basis. Under the gas formula rate plan, if earnings are above the bandwidth range, rates are reduced by 100 percent of the overage, and if below, increased by 100 percent of the shortfall. In addition, if the ROE falls between 11.5% and 12.25%, rates are reduced by 60 percent of the difference, and if the ROE falls between 10.25% and 11%, rates are increased by 40 percent of the differential. Under the electric formula rate plan, rates are adjusted accordingly by 100 percent of the amount of any overage or shortfall. Entergy New Orleans may earn up to 13.25% under the electric formula rate plan provided that the increase is caused by its share of energy cost savings under the generation performance-based recovery plan discussed below.

Entergy Arkansas

Fuel Recovery

Entergy Arkansas' rate schedules include an energy cost recovery rider to recover fuel and purchased energy costs in monthly bills. The rider utilizes prior calendar year energy costs and projected energy sales for the twelve month period commencing on April 1 of each year to develop an energy cost rate, which is redetermined annually and includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.

Entergy Gulf States

Performance-Based Rate Plan

With the LPSC staff, Entergy Gulf States continues to pursue the development of a performance-based rate structure for its Louisiana jurisdiction.

Texas Jurisdiction - River Bend Costs

In March 1998, the PUCT issued an order disallowing recovery of $1.4 billion of company-wide River Bend plant costs which have been held in abeyance since 1988. Entergy Gulf States appealed the PUCT's decision on this matter to a Texas District Court. A June 1999 settlement agreement addresses the treatment of abeyed plant costs, and, as a result, Entergy Gulf States removed the reserve for these costs and reduced the carrying value of the plant asset in 1999. In another settlement, Entergy Gulf States agreed not to prosecute its appeal before January 1, 2002 and agreed to cap the recovery of Entergy Gulf States' River Bend abeyed investment at $115 million net plant in service, less depreciation. The Texas District Court affirmed the PUCT decision disallowing recovery of the abeyed plant costs in April 2002, and Entergy Gulf States appealed that ruling to the Third District Court of Appeals. In July 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court. After considering the progress of the proceeding in light of the decision of the Court of Appeals, management has concluded that it is prudent to accrue for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs was $107.7 million as of June 30, 2003, and after this accrual Entergy Gulf States has provided for all potential loss related to current or past contested costs of construction of the River Bend plant. Accrual of the loss was recorded in the second quarter 2003 and reduced net income by $65.6 million. In January 2004, the Texas Supreme Court asked for full briefing on the merits of the case in response to Entergy Gulf States' petition for review. The abeyed plant costs are discussed in more detail in Note 2 to the domestic utility companies and System Energy financial statements.

Fuel Recovery

Entergy Gulf States' Texas rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until retail open access begins in Texas. To the extent actual costs vary from the fixed fuel factor, refunds or surcharges are required or permitted. The amounts collected under the fixed fuel factor through the start of retail open access are subject to fuel reconciliation proceedings before the PUCT. At the start of retail open access for Entergy Gulf States in Texas, which is not expected before the first quarter of 2005, fuel and purchased power cost recovery will be subject to the fuel component of the price-to-beat rates approved by the PUCT. The PUCT fuel cost reviews that were resolved during the past year or are currently pending are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

Entergy Gulf States' Louisiana electric rates include a fuel adjustment designed to recover the cost of fuel and purchased power costs. The fuel adjustment contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers.

Entergy Gulf States' Louisiana gas rates include a purchased gas adjustment based on estimated gas costs for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers.

Entergy Louisiana

Performance-Based Rate Plan

With the LPSC staff, Entergy Louisiana continues to pursue the development of a performance-based rate structure.

Fuel Recovery

Entergy Louisiana's rate schedules include a fuel adjustment clause designed to recover the cost of fuel. The fuel adjustment contains a surcharge or credit for deferred fuel expense and related carrying charges arising from the monthly reconciliation of actual fuel costs incurred with fuel cost revenues billed to customers.

In September 2002, Entergy Louisiana settled a proceeding that concerned a contract entered into by Entergy Louisiana to purchase through the year 2031 energy generated by a hydroelectric facility known as the Vidalia project. In the settlement, the LPSC approved Entergy Louisiana's proposed treatment of the regulatory impact of a tax accounting election related to that project. In general, the settlement permits Entergy Louisiana to keep a portion of the tax benefit in exchange for bearing the risk associated with sustaining the tax treatment. The LPSC settlement divided the term of the Vidalia contract into two segments: 2002-2012 and 2013-2031. During the first eight years of the 2002-2012 segment, Entergy Louisiana agreed to credit rates by flowing through its fuel adjustment calculation $11 million each year, beginning monthly in October 2002. Entergy Louisiana must credit rates in this way and by this amount even if Entergy Louisiana is unable to sustain the tax deduction. E ntergy Louisiana also must credit rates by $11 million each year for an additional two years unless either the tax accounting method elected is retroactively repealed or the Internal Revenue Service denies the entire deduction related to the tax accounting method. Entergy Louisiana agreed to credit ratepayers additional amounts unless the tax accounting election is not sustained, if it is challenged. During the years 2013-2031, Entergy Louisiana and its ratepayers would share the remaining benefits of this tax accounting election. Note 9 to the domestic utility companies and System Energy financial statements contains further discussion of the obligations related to the Vidalia project.

Entergy Louisiana has reduced its indebtedness and preferred stock with a portion of the cash. In accordance with the terms of the settlement, Entergy Louisiana requested SEC approval to return up to $350 million of common equity capital to Entergy Corporation in order to maintain Entergy Louisiana's current capital structure. In December 2002, Entergy Louisiana repurchased $120 million of common stock from Entergy Corporation and paid a dividend of $122.6 million pursuant to the SEC approval. The provisions of the settlement provide that the LPSC shall not recognize or use Entergy Louisiana's use of this cash in setting any of Entergy Louisiana's rates. Therefore, to the extent Entergy Louisiana's use of the proceeds would ordinarily have reduced its rate base, no change in rate base shall be reflected for ratemaking purposes. The SEC approval for additional return of equity capital is now expired.

Entergy Mississippi

Performance-Based Formula Rate Plan

Entergy Mississippi files a performance-based formula rate plan every 12 months that compares the annual earned rate of return to, and adjusts it against, a benchmark rate of return. The benchmark is calculated under a separate formula within the formula rate plan. The formula rate plan allows for periodic small adjustments in rates, up to an amount that would produce a change in Entergy Mississippi's overall revenue of almost 2%, based on a comparison of actual earned returns to benchmark returns and upon certain performance factors. In accordance with the MPSC's December 2002 rate order, there was no formula rate plan filing in 2003 for the 2002 test year. The next formula rate plan filing will be submitted in March 2004 for the 2003 test year, and filings are due to continue annually thereafter.

Fuel Recovery

Entergy Mississippi's rate schedules include energy cost recovery riders to recover fuel and purchased energy costs. The rider utilizes projected energy costs filed quarterly by Entergy Mississippi to develop an energy cost rate. The energy cost rate is redetermined each calendar quarter and includes a true-up adjustment reflecting the over-recovery or under-recovery of the energy cost as of the second quarter preceding the redetermination.

In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi has deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6 million plus carrying charges will be collected through the energy cost recovery rider over a twelve-month period that began in January 2004.

Entergy New Orleans

Formula Rate Plans

In May 2003, the City Council approved the implementation of formula rate plans for electric and gas service that will be evaluated annually until 2005. Entergy New Orleans is required to make a filing with the Council in May 2004 based upon a 2003 test year. Under the formula rate plans, the midpoint ROE of both plans is 11.25%, with a target equity component of 42%. Any change in rates would be prospective, with the first billing cycle effective after September 1, 2004. Entergy New Orleans' can earn between 10.25% and 12.25% under the electric plan and between 11% and 11.5% under the gas plan, with earnings within those ranges not resulting in a change in rates. An appeal of the approval by intervenors is pending, but the rates remain in effect.

In May 2003, the City Council approved implementation of a generation performance-based rate calculation in the electric fuel adjustment clause under which Entergy New Orleans will receive 10% of calculated fuel and purchased power cost savings in excess of $20 million, based on a defined benchmark, subject to a 13.25% return on equity limitation for electric operations as provided for in the electric formula rate plan. Entergy New Orleans will bear 10% of any "negative" fuel and purchased power cost savings.

Fuel Recovery

Entergy New Orleans' electric rate schedules include a fuel adjustment tariff designed to reflect no more than targeted fuel and purchased power costs, adjusted by a surcharge or credit for deferred fuel expense arising from the monthly reconciliation of actual fuel and purchased power costs incurred with fuel cost revenues billed to customers, including carrying charges. The adjustment also includes the difference between non-fuel Grand Gulf 1 costs paid by Entergy New Orleans and the estimate of such costs, which are included in base rates, as provided in Entergy New Orleans' Grand Gulf 1 rate settlements. Entergy New Orleans' gas rate schedules include an adjustment to reflect estimated gas costs for the billing month, adjusted by a surcharge or credit similar to that included in the electric fuel adjustment clause, including carrying charges. InNovember 2003, the Council passed a resolution implementing a package of measur es developed by Entergy New Orleans and the Council Advisors to protect customers from potential gas price spikes during the 2003 - 2004 winter heating season. These measures include: expansion of Entergy New Orleans' financial hedging plan for its purchase of wholesale gas, and deferral of collection of up to $4 million of gas costs in the event that the average residential customer's gas bill were to exceed a threshold level, which management does not expect.

Franchises

Entergy Arkansas holds exclusive franchises to provide electric service in approximately 306 incorporated cities and towns in Arkansas. These franchises are unlimited in duration and continue unless the municipalities purchase the utility property. In Arkansas, franchises are considered to be contracts and, therefore, are terminable upon breach of the terms of the franchise.

In Louisiana, Entergy Gulf States holds non-exclusive franchises, permits, or certificates of convenience and necessity to provide electric service in approximately 55 incorporated municipalities and the unincorporated areas of approximately 19 parishes, and to provide gas service in the City of Baton Rouge and the unincorporated areas of two parishes. In Texas, Entergy Gulf States holds a certificate of convenience and necessity from the PUCT to provide electric service to areas within approximately 24 counties in eastern Texas, and holds non-exclusive franchises to provide electric service in approximately 65 incorporated municipalities. Entergy Gulf States typically is granted 50-year franchises in Texas and 60-year franchises in Louisiana. Entergy Gulf States' current electric franchises will expire during 2007 - 2045 in Texas and during 2015 - 2046 in Louisiana.

Entergy Louisiana holds non-exclusive franchises to provide electric service in approximately 116 incorporated Louisiana municipalities. Most of these franchises have 25-year terms, although six of these municipalities have granted 60-year franchises. Entergy Louisiana also supplies electric service in approximately 353 unincorporated communities, all of which are located in Louisiana parishes in which it holds non-exclusive franchises.

Entergy Mississippi has received from the MPSC certificates of public convenience and necessity to provide electric service to areas within 45 counties, including a number of municipalities, in western Mississippi. Under Mississippi statutory law, such certificates are exclusive. Entergy Mississippi may continue to serve in such municipalities upon payment of a statutory franchise fee, regardless of whether an original municipal franchise is still in existence.

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to city ordinances (except electric service in Algiers, which is provided by Entergy Louisiana). These ordinances contain a continuing option for the City of New Orleans to purchase Entergy New Orleans' electric and gas utility properties. A resolution to study the advantages for ratepayers that might result from an acquisition of these properties was filed in a committee of the Council in January 2001. The committee has deferred consideration of and has taken no further action regarding that resolution. The full Council must approve the resolution to commence such a study before it can become effective.

The business of System Energy is limited to wholesale power sales. It has no distribution franchises.

Property and Other Generation Resources

Generating Stations

The total capability of the generating stations owned and leased by the domestic utility companies and System Energy as of December 31, 2003, is indicated below:

	Owned and Leased Capability MW(1)
					Gas
					Turbine and
					Internal
Company	Total	Gas/Oil	Nuclear	Coal	Combustion	Hydro
Entergy Arkansas	4,552	1,524	1,694	1,189	75	70
Entergy Gulf States	6,483	4,890	966	627	-	-
Entergy Louisiana	5,357	4,270	1,075	-	12	-
Entergy Mississippi	2,908	2,493	-	408	7	-
Entergy New Orleans	886	875	-	-	11	-
System Energy	1,086	-	1,086	-	-	-
Total	21,272	14,052	4,821	2,224	105	70

(1) "Owned and Leased Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.

Entergy's load and capacity projections are reviewed periodically to assess the need and timing for additional generating capacity and interconnections in light of the availability and price of power, the location of new loads, and economy. Peak load in the U.S. Utility service territory is typically around 21,000 MW, with minimum load typically around 9,000 MW. Allowing for an adequate reserve margin, Entergy has been short approximately 3,000 MW during the summer peak load period, which until recently it made up almost entirely with purchases from the spot market as needed. In the fall of 2002, Entergy began a process of issuing requests for proposal for supply-side resources. The first request for proposal sought resources to meet both the domestic utility companies' summer 2003 and longer-term resource needs through a broad range of wholesale power products, including short-term (less than one year), limited-term (1 to 3 years) and long-term contractual products and asset acqui sitions. The following table illustrates the results of the request for proposal process for limited and short-term products. All of the signed contracts were with non-affiliates, with the exception of 185 MW from RS Cogen contracted through the Fall 2002 request for proposal.

	Selected for Negotiation	Contracts Signed	Notes
Fall 2002	550 MW	425 MW	Limited-term resources contracted. Entergy Services also pursued discussions with several bidders for life-of-unit purchased power agreements or the acquisition of an ownership interest in existing generating facilities. These negotiations resulted in the Perryville acquisition agreement, discussed below.
Supplemental 2002	500 MW	220 MW	Short-term purchase for the summer 2003.
Spring 2003	380 MW	380 MW	Limited-term resources contracted. Entergy Services continues to evaluate five short-listed long-term resource proposals received in response to the Spring 2003 Request for Proposals and is currently pursuing due diligence efforts and additional discussions with these bidders.
Fall 2003	390 MW	390 MW	Two separate resources contracted for a term of three years with deliveries to begin in the summer of 2004.

In January 2004, Entergy Louisiana signed an agreement to acquire the 718 MW Perryville power plant for $170 million. The plant is owned by a subsidiary of Cleco Corporation, which subsidiary submitted a bid in response to Entergy's Fall 2002 request for proposals for supply-side resources. The signing of the agreement followed a voluntary Chapter 11 bankruptcy filing by the plant's owner. Entergy expects that Entergy Louisiana will own 100 percent of the Perryville plant, and that Entergy Louisiana will sell 75 percent of the output to Entergy Gulf States under a long-term cost-of-service power purchase agreement. The purchase of the plant, expected to be completed by December 2004, is contingent upon obtaining necessary approvals from the bankruptcy court and from state and federal regulators, including approval of full cost recovery, giving consideration to the need for the power and the prudence of Entergy Louisiana and Entergy Gulf States for engaging in the transaction. In a ddition, Entergy Louisiana and Entergy Gulf States executed an interim power purchase agreement with the plant's owner through the date of the acquisition's closing (so long as that occurs by September 2005) for 100 percent of the output of the Perryville plant.

In addition to the purchases from non-affiliates shown above, Entergy Louisiana, Entergy New Orleans, and Entergy Arkansas made filings with their respective retail regulators as a result of the proposal process seeking approval to enter into transactions with affiliates as shown in the following table:

Company	Proposed Transactions	Status of Approval in Retail Jurisdiction
Entergy Louisiana	Purchased a 140 to 156 MW capacity purchase call option from RS Cogen for June 2003 through April 2006 Entered a life-of-unit purchase power agreement (PPA) to purchase approximately 51MW (increasing to 61 MW in 2010) of output from Entergy Power's share of Independence 2 Enter a life-of-unit PPA with Entergy Gulf States to purchase two-thirds of the output of the 30% of River Bend formerly owned by Cajun (approximately 200 MW) Enter a life-of-resources PPA with Entergy Arkansas to purchase approximately 110 MW of capacity not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.	The LPSC found contracts 1) and 2) to be prudent and authorized Entergy Louisiana to execute these contracts. LPSC hearing on proposals 3) and 4) is scheduled in March 2004.
Entergy New Orleans	Purchased a 45 to 50 MW capacity purchase call option from RS Cogen for June 2003 through April 2006 Entered a life-of-unit PPA to purchase approximately 50 MW (increasing to 60 MW in 2010) of output from Entergy Power's share of Independence 2 Entered a life-of-unit PPA with Entergy Gulf States to purchase one-third of the output of the 30% of River Bend formerly owned by Cajun (approximately 100 MW) Entered a life-of-resources PPA with Entergy Arkansas to purchase approximately 110 MW of capacity not included in Entergy Arkansas' retail rate base, consisting of a portion of the output from ANO, White Bluff, Independence, and Entergy Arkansas' share of Grand Gulf.	In May 2003, in connection with the settlement relating to Entergy New Orleans' cost-of-service study and revenue requirement, the City Council authorized Entergy New Orleans to enter into contracts for the proposed transactions. See Management's Financial Discussion and Analysis for additional discussion of the rate settlement.
Entergy Arkansas	Enter into the life-of-resources PPAs to sell power as discussed in both Entergy Louisiana's and Entergy New Orleans' proposal 4) above.	In May 2003, the APSC found the PPAs involving Entergy Arkansas in the public interest. The order reserved a second phase of the proceeding to identify appropriate customer protection mechanisms.

Entergy also filed with the FERC the affiliate agreements described above. In May 2003, the FERC accepted the agreements for filing, subject to refund, with the contracts becoming effective on June 1, 2003. The FERC also established a hearing process to review the justness and reasonableness of the agreements. Several parties have intervened or filed protests regarding the request-for-proposals process and the agreements filed with the FERC, and the proceeding is set for hearing in June 2004.

In October 2003, the LPSC approved on an interim basis a method of calculating the avoided cost payments for energy that Entergy Gulf States and Entergy Louisiana make to qualified facilities pursuant to PURPA. Up to 2,220 MW of qualifying facility power is now being put to Entergy in Louisiana, much of it during off-peak periods when wholesale power prices are typically lower than the avoided cost price calculated under the prior method for that same hour. On an interim basis, the LPSC approved calculating the payments in a manner that more accurately reflects the market price of energy. The LPSC-approved calculation is expected to reduce the amount that Entergy Gulf States and Entergy Louisiana customers pay for fuel and purchased power. Entergy's RS Cogen joint venture operates a qualified facility, and management expects its results to be negatively affected by the LPSC-approved calculation. During the interim period, the LPSC will require Entergy to keep r ecords of the required payments calculated under both the interim method and the previous method, and if the LPSC decides to go back to the previous methodology, additional payments to the qualified facilities will be required. If such additional payments are required to be made, they will be recoverable through the fuel adjustment charges billed by Entergy Gulf States and Entergy Louisiana to their retail customers.

Interconnections

Entergy's generating units are interconnected by a transmission system operating at various voltages up to 500 kV. These generating units consist primarily of steam-electric production facilities and are centrally dispatched and operated. Entergy's domestic utility companies are interconnected with many neighboring utilities. In addition, the domestic utility companies are members of the Southeastern Electric Reliability Council. The primary purpose of SERC is to ensure the reliability and adequacy of the electric bulk power supply in the southeast region of the United States. SERC is a member of the North American Electric Reliability Council.

Gas Property

As of December 31, 2003, Entergy New Orleans distributed and transported natural gas for distribution solely within New Orleans, Louisiana, through a total of 33 miles of gas transmission pipeline, 1,482 miles of gas distribution pipeline, and 1,031 miles of gas service pipeline from the distribution mains to the customers. As of December 31, 2003, the gas properties of Entergy Gulf States, which are located in and around Baton Rouge, Louisiana, were not material to Entergy Gulf States' financial position.

Titles

Entergy's generating stations and major transmission substations are generally located on properties owned in fee simple. Most of the transmission and distribution lines are constructed over private property or public rights-of-way pursuant to easements or appropriate franchises. The domestic utility companies generally have the right of eminent domain, whereby they may perfect title to, or secure easements or servitudes on, private property for their utility operations.

Substantially all of the physical properties and assets owned by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy are subject to the liens of mortgages securing the first mortgage bonds of such company. The Lewis Creek generating station is owned by GSG&T, Inc., a subsidiary of Entergy Gulf States, and is not subject to the lien of the Entergy Gulf States mortgage securing its first mortgage bonds. Lewis Creek is leased to and operated by Entergy Gulf States. All of the debt outstanding under the original first mortgages of Entergy Mississippi and Entergy New Orleans is retired and original first mortgages cancelled. As a result, the general and refunding mortgages of Entergy Mississippi and Entergy New Orleans constitute a first mortgage lien on substantially all of the respective physical properties and assets of these two companies.

Fuel Supply

The generation portfolio of the U.S. Utility contains a high percentage of natural gas and nuclear generation. The sources of generation and average fuel cost per kWh for the domestic utility companies and System Energy for the years 2001-2003 were:

	Natural Gas		Fuel Oil		Nuclear Fuel		Coal
Year	% of Gen	Cents Per kWh	% of Gen	Cents Per kWh	% of Gen	Cents Per kWh	% of Gen	Cents Per kWh
2003	26	6.53	4	5.04	52	.48	18	1.26
2002	39	3.88	-	15.78	46	.47	15	1.37
2001	34	4.62	8	4.33	43	.50	15	1.58

Actual 2003 and projected 2004 sources of generation for the domestic utility companies and System Energy, including proposed power purchases from affiliates under power purchase agreements in 2004, are:

	Natural Gas		Fuel Oil		Nuclear		Coal
	2003	2004	2003	2004	2003	2004	2003	2004
Entergy Arkansas (a)	2%	-	-	-	64%	66%	34%	33%
Entergy Gulf States	44%	31%	1%	-	36%	40%	19%	29%
Entergy Louisiana	43%	35%	5%	2%	51%	61%	1%	2%
Entergy Mississippi	22%	12%	31%	27%	-	-	47%	61%
Entergy New Orleans	65%	47%	-	-	24%	38%	11%	15%
System Energy	-	-	-	-	100%(b)	100%(b)	-	-
U.S. Utility (a)	26%	18%	4%	2%	52%	59%	18%	21%

(a)

Hydroelectric power provided less than 1% of Entergy Arkansas' generation in 2003 and is expected to provide approximately 1% of its generation in 2004.

(b)

Capacity and energy from System Energy's interest in Grand Gulf 1 was historically allocated as follows: Entergy Arkansas - 36%; Entergy Louisiana - 14%; Entergy Mississippi - 33%; and Entergy New Orleans - 17%. Pursuant to the approval of power purchase agreements, Entergy Arkansas is selling a portion of its owned capacity and energy from Grand Gulf 1 to Entergy Louisiana and Entergy New Orleans.

Natural Gas

The domestic utility companies have long-term firm and short-term interruptible gas contracts. Long-term firm contracts comprise less than 26% of the domestic utility companies' total requirements but can be called upon, if necessary, to satisfy a significant percentage of the utility companies' needs. Short-term contracts and spot-market purchases satisfy additional gas requirements. Entergy Gulf States has a transportation service agreement with a gas supplier that provides flexible natural gas service to certain generating stations by using such supplier's pipeline and gas storage facility.

Many factors, including wellhead deliverability, storage and pipeline capacity, and demand requirements of end users, influence the availability and price of natural gas supplies for power plants. Demand is tied to weather conditions as well as to the prices of other energy sources. Entergy's supplies of natural gas are expected to be adequate in 2004. However, pursuant to federal and state regulations, gas supplies to power plants may be interrupted during periods of shortage. To the extent natural gas supplies are disrupted or natural gas prices significantly increase, the domestic utility companies will use alternate fuels, such as oil, or rely to a larger extent on coal, nuclear generation, and purchased power.

Coal

Entergy Arkansas has a long-term contract for low-sulfur Wyoming coal for Independence. This contract, which expires in 2011, provides for approximately 90% of Independence's expected coal requirements for 2004. Entergy Arkansas has entered into three medium term (three year) contracts for approximately 52% of WhiteBluff's coal supply needs. These contracts are staggered in term so that one is renewed every year. Entergy Arkansas has an additional 20% of its 2004 coal requirement committed in a number of one- to two-year contracts. Additional coal requirements for both Independence and White Bluff are satisfied by spot market or over the counter purchases. Additionally, Entergy Arkansas has a long-term railroad transportation contract for the delivery of coal to both White Bluff and Independence that expires in 2011. A second carrier now delivers a portion of White Bluff's coal requirements under a long-term transportation agre ement that began in 2002 and expires on December 31, 2006.

Entergy Gulf States has a test burn agreement for the supply of low-sulfur Wyoming coal for Nelson Unit 6. The company is negotiating with this supplier for an agreement that would be sufficient to satisfy its 2004 requirements for that unit at current consumption rates. The operator of Big Cajun 2, Unit 3, Louisiana Generating LLC, has advised Entergy Gulf States that it has coal supply and transportation contracts that should provide an adequate supply of coal for the operation of Big Cajun 2, Unit 3 for the foreseeable future. Additionally, Entergy Gulf States has transportation requirements contracts with railroads to deliver coal to Nelson Unit 6 through December 31, 2004. Each of the two contracts governs the movement of about half of the plant's requirements and the base contract provides flexibility for shipping up to all of the plant's requirements.

Nuclear Fuel

The nuclear fuel cycle consists of the following:

• mining and milling of uranium ore to produce a concentrate;
• conversion of the concentrate to uranium hexafluoride gas;
• enrichment of the hexafluoride gas;
• fabrication of nuclear fuel assemblies for use in fueling nuclear reactors; and
• disposal of spent fuel.

System Fuels, a company owned by Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, is responsible for contracts to acquire nuclear material to be used in fueling Entergy's utility nuclear units, except for River Bend. System Fuels also maintains inventories of such materials during the various stages of processing. The domestic utility companies purchase enriched uranium hexafluoride from System Fuels, but contract separately for the fabrication of their own nuclear fuel. The requirements for River Bend are met pursuant to contracts made by Entergy Gulf States.

Based upon currently planned fuel cycles, Entergy's nuclear units have contracts and inventory that provide adequate materials and services. Existing contracts for uranium concentrate, conversion of the concentrate to uranium hexafluoride, and enrichment of the uranium hexafluoride will provide a significant percentage of these materials and services over the next several years. Uranium market supply became much tighter in 2003 and early 2004 than that in previous years.  Costs and risks of obtaining supplies have increased for nuclear fuel users. It will be necessary for Entergy to enter into additional arrangements to acquire nuclear fuel in the future. It is not possible to predict the ultimate cost of such arrangements.

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have made arrangements to lease nuclear fuel and related equipment and services. The lessors finance the acquisition and ownership of nuclear fuel through credit agreements and the issuance of notes. These arrangements are subject to periodic renewal. See Note 10 to the domestic utility companies and System Energy financial statements for a discussion of nuclear fuel leases.

Natural Gas Purchased for Resale

Entergy New Orleans has several suppliers of natural gas. Its system is interconnected with three interstate and three intrastate pipelines. Entergy New Orleans' primary suppliers currently are Bridgeline Gas Distributors and Louisiana Gas Services. Entergy New Orleans has a "no-notice" service gas purchase contract with Bridgeline Gas Marketing, LLC which guarantees Entergy New Orleans gas delivery at specific delivery points and at any volume within the minimum and maximum set forth in the contract amounts. The Bridgeline Gas Marketing, LLC gas supply is transported to Entergy New Orleans pursuant to a transportation service agreement with Entergy-Koch's Gulf South Pipeline Co. This service is subject to FERC-approved rates. Entergy New Orleans has firm contracts with its two intrastate suppliers and also makes interruptible spot market purchases. In recent years, natural gas deliveries to Entergy New Orleans have been subject primarily to weather-related curtailments. However, E ntergy New Orleans experienced no such curtailments in 2003.

As a result of the implementation of FERC-mandated interstate pipeline restructuring in 1993, curtailments of interstate gas supply could occur if Entergy New Orleans' suppliers failed to perform their obligations to deliver gas under their supply agreements. Gulf South Pipeline could curtail transportation capacity only in the event of pipeline system constraints. Based on the current supply of natural gas, and absent extreme weather-related curtailments, Entergy New Orleans does not anticipate any interruptions in natural gas deliveries to its customers.

Entergy Gulf States purchases natural gas for resale under a firm contract from Enbridge Marketing (U.S.) Inc. (formerly Mid Louisiana Gas Company) entered into September 2002 spanning five years. The contract will continue annually at the end of the term unless prior notice is given by Entergy Gulf States.

Wholesale Rate Matters

State or local regulatory authorities, as described above, regulate the retail rates of Entergy's domestic utility companies. FERC regulates wholesale rates (including intrasystem sales pursuant to the System Agreement) and interstate transmission of electricity, as well as rates for System Energy's sales of capacity and energy from Grand Gulf 1 to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans pursuant to the Unit Power Sales Agreement.

System Agreement (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generation and transmission facilities pursuant to the terms of the System Agreement. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

In June 2001, the domestic utility companies, the LPSC, and the City Council filed the following amendments to the System Agreement pursuant to a settlement agreement:

• the Texas retail jurisdictional division of Entergy Gulf States will terminate its participation in the System Agreement, except for the aspects related to transmission equalization, when Texas implements retail open access for Entergy Gulf States, and that division will sell up to five percent of its generation to those other domestic utility companies who choose to purchase their share of the five percent; and
• the service schedule developed to track changes in energy costs resulting from the Entergy-Gulf States Utilities merger is modified to include one final true-up of fuel costs when the Texas retail jurisdictional division of Entergy Gulf States ceases participation in the System Agreement, after which the service schedule will no longer be applicable for any purpose.

The LPSC and the City Council commenced a proceeding at FERC in June 2001. Pursuant to a settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. In this proceeding, the LPSC alleges that the rough production cost equalization required by FERC under the System Agreement and the Unit Power Sales Agreement has been disrupted by changed circumstances. The LPSC requests that FERC amend the System Agreement or the Unit Power Sales Agreement or both to achieve full production cost equalization or to restore rough production cost equalization. The complaint does not seek a change in the total amount of the costs allocated by either the System Agreement or the Unit Power Sales Agreement. In addition the LPSC alleges that provisions of the System Agreement relating to minimum-run and must-run units, the methodology of billing versus dispatch, and the use of a rolling twelve-mont h average of system peaks (12 CP), increase costs paid by ratepayers in the LPSC's jurisdiction. Several parties intervened in the proceeding, including the APSC and the MPSC. The APSC and the MPSC responses opposed the relief sought by the LPSC.

In its complaint, the LPSC alleges that the domestic utility companies' annual production costs over the period 2002 to 2007 will be over or (under) the average for the domestic utility companies by the following amounts:

Entergy Arkansas	($130) to ($278) million
Entergy Gulf States - Louisiana	$11 to $87 million
Entergy Louisiana	$139 to $132 million
Entergy Mississippi	($27) to $13 million
Entergy New Orleans	$7 to $46 million

This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of any of the domestic utility companies, although the outcome of the proceeding at FERC cannot be predicted at this time.

In February 2002, the FERC established a refund effective period for the proceeding consisting of the 15 months following September 13, 2001. A subsequent extension of the procedural schedule extended the refund effective period by 120 days.

In January 2003, the domestic utility companies filed testimony in the case, showing that over the life of the System Agreement the relative total production costs of the domestic utility companies are roughly equal, and suggesting that no changes to the System Agreement such as those sought by the LPSC are appropriate. In April 2003, witnesses on behalf of the FERC staff filed testimony in the proceeding suggesting that full production cost equalization should not be adopted by the FERC in this case, and that when measured over a suitably long period, the total production costs of the domestic utility companies were roughly equal and were likely to remain so, given the Entergy System's proposed resource plan. Hearings in the proceeding ended in late-August 2003. The Initial Decision of the FERC ALJ was released on February 6, 2004. The ALJ concludes that full production cost equalization should not be implemented; that the Entergy System currently is not in rough production cost equali zation and is not likely to be in rough production cost equalization for the foreseeable future; and that the appropriate remedy to achieve rough equalization is to have the low cost companies compensate the high cost companies whenever one or more companies' annual total production costs from 2003 forward differ by more than +/- 7.5% from the Entergy System average annual total production costs, or whenever the three year average of one or more companies' total production costs (commencing with the three years 2004 through 2006, and yearly thereafter) differ by more than +/- 5% from the Entergy System average total production costs during any three year cycle. In the calculation of what each company's total production costs are, the ALJ determined that the full cost of Vidalia project power purchases by Entergy Louisiana should be included, but the ALJ rejected other adjustments proposed by the LPSC. Also, the ALJ determined that the average of the four highest monthly demand peaks for the year (4 CP) sho uld be used for calculating reserve sharing costs, rather than the current 12 CP method. Finally, the ALJ determined that there is no valid issue concerning "billing versus dispatch" in the rate schedule by which exchange energy is priced, MSS-3, that MSS-3 has not been misapplied or misinterpreted by Entergy, and that MSS-3 should not be changed.  The ALJ's Initial Decision did not specifically address refund exposure.

Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in April 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

The LPSC instituted a companion ex-parte System Agreement investigation to litigate several of the System Agreement issues that the LPSC is litigating before the FERC in the previously discussed System Agreement proceeding. This companion proceeding will require the LPSC to interpret various provisions of the System Agreement, including those relating to minimum-run and must-run units, the propriety of the methods used for billing and dispatch on the Entergy System, and the use of a rolling, twelve-month average of system peaks for allocating certain costs. In addition, by this companion proceeding the LPSC is questioning whether Entergy Louisiana and Entergy Gulf States were prudent for not seeking changes to the System Agreement previously, so as to lower costs imposed upon their ratepayers and to increase costs imposed upon ratepayers of other domestic utility companies. The LPSC staff has filed testimony suggesting that the remedy for the alleged imprudence of Entergy Louisiana and Entergy Gulf States should be a reduction in allowed rate of return on common equity of 100 basis points. The domestic utility companies have challenged the propriety of the LPSC's litigating System Agreement issues. Nevertheless, on January 16, 2002 the LPSC affirmed a decision of its ALJ upholding the LPSC staff's right to litigate System Agreement issues at the LPSC, rather than before the FERC. The procedural schedule is suspended at this time and an evidentiary hearing is not scheduled. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is pre-empted by federal law from reviewing and interpreting FERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate schedule in the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and rev ersed the decisions of the LPSC and the Louisiana Supreme Court.

Transmission

In 2000, FERC issued an order encouraging utilities to voluntarily place their transmission facilities under the control of independent RTOs (regional transmission organizations) by December 15, 2001. Delays in implementing the FERC order have occurred due to a variety of reasons, including the fact that utility companies, other stakeholders, and federal and state regulators continue to work to resolve various issues related to the establishment of such RTOs. Entergy's domestic utility companies were participating with other transmission owners within the southeastern United States to establish an RTO, the proposed SeTrans RTO, but the sponsors determined that the regulatory approvals necessary for the development of the SeTrans RTO were unlikely to be obtained at the present time and in December 2003 suspended further development activity. Although SeTrans development is suspended, Entergy continues to focus its efforts on reforms that can further the core objectives of FERC's 2000 ord er: achieving greater independence in the provision of transmission service and a more efficient method of pricing that service. Entergy intends to work with FERC and Entergy's retail regulators on certain voluntary steps to further those objectives.

As currently contemplated, and assuming applicable regulatory support and approvals can be obtained, Entergy plans to contract with an independent transmission entity to oversee the granting of transmission service on the Entergy system as well as the implementation of the weekly procurement process that Entergy has proposed. Entergy will submit to the FERC for its approval the proposed contract setting forth the independent entity's duties and obligations as well as other documents necessary to implement this proposed structure. The proposed structure does not transfer control of Entergy's transmission system to the independent entity, but rather will vest with the independent entity broad oversight authority over transmission planning and operations.

Entergy also intends that the independent transmission entity will administer a transition to participant funding that should increase the efficiency of transmission pricing on the Entergy system. Entergy intends for the independent transmission entity to determine whether transmission upgrades associated with new requests for service should be funded directly by the party requesting such service or by a broader group of transmission customers. This determination would be made in accordance with protocols approved by the FERC and any party contesting such determination, including Entergy, would be required to seek review at the FERC.

On February 13, 2004 a group of ten market participants filed with the FERC a response to the announcement that the SeTrans sponsors had suspended further development efforts. In their response, the participants allege that absent the SeTrans RTO the dominant utilities in the Southeastern United States (Entergy and Southern) will continue to maintain control over the transmission system and will continue to have the ability to exercise market power in the wholesale market. The market participants urge the FERC to: (1) order Entergy and Southern to immediately turn over control of their OASIS system to an independent entity; (2) initiate a formal investigation into competitive conditions in the Southeastern United States; (3) issue a show cause order regarding revocation of Entergy's and Southern's market-based rate authority; and (4) either order Entergy and Southern into an RTO or initiate proceedings to appoint a market monitor and conduct various audits of Entergy's and Southern's pr actices and procedures related to the granting of transmission service and the planning of the transmission system. Entergy believes that the allegations contained in the response are without merit and plans to vigorously defend itself. See additional discussion related to this issue in the FERC's Supply Margin Assessment section below.

In September 2001, the LPSC ordered Entergy Gulf States and Entergy Louisiana to show cause as to why these companies should not be enjoined from transferring their transmission assets, or control of those transmission assets, to an ITC (independent transmission company), RTO, or any similar organization, asserting that FERC does not have jurisdiction to mandate an ITC or RTO. This proceeding is pending.

FERC's Supply Margin Assessment

In November 2001, FERC issued an order that established a new generation market power screen (called Supply Margin Assessment) for purposes of evaluating a utility's request for market-based rate authority, applied that new screen to the Entergy System (among others), determined that Entergy and the others failed the screen within their respective control areas, and ordered these utilities to implement certain mitigation measures as a condition to their continued ability to buy and sell at market-based rates. Among other things, the mitigation measures would require that Entergy transact at cost-based rates when it is buying or selling in the hourly wholesale market within its control area. Entergy requested rehearing of the order, and FERC has delayed the implementation of certain mitigation measures until such time as it has had the opportunity to consider the rehearing request. In June 2003, the FERC proposed and ultimately adopted new market behavior rules and tariff provisions that would be applied to any market-based sale. Entergy modified its market-based rate tariffs to reflect the new provisions but has requested rehearing of FERC's order. Additionally, during December 2003 the FERC announced it was holding additional technical conferences on proposed modifications to its Supply Margin Assessment screen. Two technical conferences were held during January 2004. Entergy has filed comments in this proceeding urging the FERC to rely on an "uncommitted capacity" version of any market screen in order to reflect a utility's native load obligations. It is Entergy's belief that cost-based regulation effectively mitigates both the ability and the incentive to exercise market power to the extent of the native load obligations. A FERC rule on Supply Margin Assessment could be issued by the end of March 2004.

Separately, Entergy-Koch Trading filed its triennial market power update on January 26, 2004. Three market participants intervened and urged the FERC to reject Entergy-Koch Trading's triennial update and terminate Entergy-Koch Trading's, the domestic utility companies', and their affiliates' market-based rate authority for sales within the Entergy control area unless and until adequate mitigation measures have been implemented. If the FERC were to revoke Entergy-Koch Trading's, the domestic utility companies', and their affiliates' market based rate authority for wholesale sales within the Entergy control area, these entities would be limited to making wholesale sales pursuant to cost-based rate schedules approved by the FERC. Entergy's wholesale sales within its control area could be cost-justified and the wholesale electricity sales of Entergy-Koch Trading within Entergy's control area are of a limited amount; therefore management does not believe that the revocation of market-based r ate authority would have a material effect on the financial results of Entergy. In spite of this, Entergy intends to vigorously defend its market-based rate authority.

In a separate, but related proceeding, in December 2003, the FERC determined that the acquisition by Oklahoma Gas & Electric (OG&E) of a generating facility within its control area from a non-affiliated entity would undermine competition and was, accordingly, not consistent with the public interest. Based on this conclusion, the FERC then set the matter for hearing to determine what mitigation remedies would be necessary to address the market power issues. The FERC's determination that the acquisition would raise market power concerns was premised on an analysis that relied on OG&E's total capacity, not its uncommitted capacity. This proceeding, and the FERC's ultimate ruling, could significantly affect a utility's ability to acquire needed non-affiliated generation resources in its service territory, such as the pending purchase of the Perryville power plant by Entergy Louisiana.

Interconnection Orders

In January 2003, the FERC issued two orders in proceedings involving Interconnection Agreements between each of the domestic utility companies (except Entergy New Orleans) and certain generators interconnecting to the domestic utility companies' transmission system. In the orders, the FERC authorized the generators to abrogate certain provisions of the interconnection agreements in order to avail themselves of new FERC policies developed after the generators' execution of the agreements. Under the FERC's orders, capital costs that the generators had agreed to bear will now be shifted to Entergy's native load and other transmission customers. Other generators that previously had executed interconnection agreements agreeing to bear similar costs have also filed complaints to obtain the same or similar relief against the domestic utility companies. In the event that the generators that have interconnected to the Entergy transmission system are successful in obtaining such relief, it i s estimated that approximately $280 million of costs will be shifted from the interconnecting generators to the domestic utility companies' other transmission customers, including the domestic utility companies' bundled-rate retail customers. Entergy intends to pursue all regulatory and legal avenues available to it in order to have these orders reversed, and the affected interconnection agreements reinstated as agreed to by the generators. The domestic utility companies had appealed previously to the Court of Appeals for the D.C. Circuit the FERC orders initially establishing the new FERC policy that was applied retroactively in the January orders. In the orders currently pending before the D.C. Circuit, the FERC had applied the new policy on a prospective basis. In an opinion issued in February 2003, the D.C. Circuit denied Entergy's petition for review in one proceeding, concluding that the FERC had not acted in an arbitrary and capricious manner when it changed its policy from that of directly assign ing certain interconnection costs to the generator to a policy in which those costs are borne by all customers on the domestic utility companies' transmission system. A related proceeding concerning a similar change in policy for another segment of interconnection costs is still pending before the D.C. Circuit.

In July 2003, the FERC issued its final rule on the standardization of generation interconnection agreements and procedures (Order 2003). Among other things, Order 2003 incorporates pricing policies that require the transmission provider's other customers to bear the vast majority of costs required when a new generator interconnects to its transmission system or requests transmission upgrades necessary for the generator to be considered a network resource for load serving entities within the transmission provider's control area. Order 2003 also requires that generators that fund upgrades receive their money back, with interest, in no more than five years. Order 2003, which the FERC has indicated is to be applied only to prospective interconnection agreements, became effective on January 20, 2004. Consistent with their past practices, the generators that had previously executed interconnection agreements with Entergy and that have transmission credits outstanding have filed complaints at the FERC seeking to avail themselves of the more beneficial crediting aspects of the FERC's final rule. Entergy has opposed such relief and the proceedings are pending. On March 5, 2004, the FERC voted out an order on rehearing responding to certain issues raised with respect to Order 2003. While management is still analyzing the order on rehearing, it appears that the FERC has modified Order 2003 to, among other things, eliminate the requirement that the generators receive their money back in no more than five years and include a requirement that the generators receive credits only when transmission service is taken from the specific generating facility served by the interconnection or upgrade. Because the order on rehearing was just issued, however, management's analysis of the effects of the order is ongoing.

FERC Notice of Proposed Rulemaking - Standard Market Design

In July 2002, FERC issued a notice of proposed rulemaking to establish a standardized transmission service and wholesale electric market design (SMD NOPR). The proposed rule would have required, among other things, that all transmission owners turn control of their facilities over to an independent transmission provider.Comments on the proposed rule were filed in 2002 and 2003. Several technical conferences on the issues contained in the SMD NOPR were also held during November and December 2002. Certain retail regulators within Entergy's service territory expressed opposition to the proposed rulemaking. In a letter sent to the Chairman of the FERC, retail regulators from Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, North Carolina South Carolina, Tennessee, and Virginia expressed their belief that an "incremental and voluntary approach" to RTO formation and wholesale market development is necessary and appropriate for the Southeast. In the letter, the retail regulators identified certain threshold issues that FERC must commit to (including, among other things, that the FERC would not assert jurisdiction over the transmission component of bundled retail service, that native load customers would retain the same or equivalent rights to use the transmission system as they have today, the immediate implementation of participant funding, and that RTO formation should be supported by evidence that the costs of RTO formation are outweighed by the benefits) prior to further detailed discussions between the FERC and retail regulators concerning the development of RTOs and SMD. A similar letter was submitted separately by retail regulators from Mississippi. In response to the comments received by all market participants, in April 2003 the FERC issued a white paper on the SMD issues. While the white paper responded to many of the concerns raised by members of the industry as well as the retail regulators, the white paper continued to require u tilities to turn control of their transmission system over to an independent entity and did not eliminate the jurisdictional issues raised by such a transfer of control.

Additionally, in November 2003, the FERC issued an order making a preliminary finding that "the laws, rules, and regulations of Virginia and Kentucky are preventing AEP from fulfilling both its voluntary commitment in 1999, as part of merger proceedings, to join an RTO and its application to join an RTO pursuant to the Commission's Order No. 2000" and that, pursuant to Section 205(a) of the Public Utility Regulatory Policies Act (PURPA), the Commission "may exempt AEP from those provisions of Kentucky and Virginia law or rule or regulation." Based on these preliminary findings, the FERC then set the matter for hearing. A hearing was held in late January/early February 2004 and the Administrative Law Judge is scheduled to issue his initial decision during March 2004.

Separately, the conference report on the Fiscal Year 2003 Omnibus Appropriations bill signed into law contains language directing the Department of Energy to prepare an independent analysis of the effect of the proposed SMD rule on wholesale and retail electric prices, the safety and reliability of generation and transmission facilities, and state utility regulation.

System Energy and Related Agreements

System Energy recovers costs related to its interest in Grand Gulf 1 through rates charged to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans for capacity and energy under the Unit Power Sales Agreement (described below). In December 1995, System Energy implemented a $65.5 million rate increase, subject to refund. In July 2001, the rate increase proceeding became final, with FERC approving a prospective 10.94% return on equity, which is less than System Energy sought. FERC's decision also affected other aspects of System Energy's charges to the domestic utility companies that it supplies with power. In 1998, FERC approved requests by Entergy Arkansas and Entergy Mississippi to accelerate a portion of their Grand Gulf purchased power obligations. Entergy Arkansas' and Entergy Mississippi's acceleration of Grand Gulf purchased power obligations ceased effective July 2001 and July 2003, respectively, as approve d by FERC.

Unit Power Sales Agreement

The Unit Power Sales Agreement allocates capacity, energy, and the related costs from System Energy's 90% ownership and leasehold interests in Grand Gulf 1 to Entergy Arkansas (36%), Entergy Louisiana (14%), Entergy Mississippi (33%), and Entergy New Orleans (17%). Each of these companies is obligated to make payments to System Energy for its entitlement of capacity and energy on a full cost-of-service basis regardless of the quantity of energy delivered, so long as Grand Gulf 1 remains in commercial operation. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenue. The financial condition of System Energy depends upon the continued commercial operation of Grand Gulf 1 and the receipt of such payments. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans generally recover payments made under the Unit Power Sales Agreement through rates charged to their customers.

In the case of Entergy Arkansas and Entergy Louisiana, payments are also recovered through sales of electricity from their respective retained shares of Grand Gulf 1. Under a settlement agreement entered into with the APSC in 1985 and amended in 1988, Entergy Arkansas retains 22% of its 36% share of Grand Gulf 1-related costs and recovers the remaining 78% of its share in rates. In the event that Entergy Arkansas is not able to sell its retained share to third parties, it may sell such energy to its retail customers at a price equal to its avoided cost, which is currently less than Entergy Arkansas' cost from its retained share. Entergy Arkansas has life-of-resources purchased power agreements with Entergy Louisiana and Entergy New Orleans pending regulatory approvals that sell the output of Entergy Arkansas' retained share of Grand Gulf to those companies. In a series of LPSC orders, court decisions, and agreements from late 1985 to mid-1988, Entergy Louisiana was granted rate relief with respect to costs associated with Entergy Louisiana's share of capacity and energy from Grand Gulf 1, subject to certain terms and conditions. Entergy Louisiana retains and does not recover from retail ratepayers, 18% of its 14% share of the costs of Grand Gulf 1 capacity and energy and recovers the remaining 82% of its share in rates. Entergy Louisiana is allowed to recover through the fuel adjustment clause 4.6 cents per kWh for the energy related to its retained portion of these costs. Non-fuel operation and maintenance costs for Grand Gulf 1 are recovered through Entergy Louisiana's base rates. Alternatively, Entergy Louisiana may sell such energy to non-affiliated parties at prices above the fuel adjustment clause recovery amount, subject to the LPSC's approval.

Availability Agreement

The Availability Agreement among System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans was entered into in 1974 in connection with the financing by System Energy of Grand Gulf. The Availability Agreement provided that System Energy join in the System Agreement on or before the date on which Grand Gulf 1 was placed in commercial operation and make available to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans all capacity and energy available from System Energy's share of Grand Gulf.

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also agreed severally to pay System Energy monthly for the right to receive capacity and energy from Grand Gulf in amounts that (when added to any amounts received by System Energy under the Unit Power Sales Agreement) would at least equal System Energy's total operating expenses for Grand Gulf (including depreciation at a specified rate) and interest charges. The September 1989 write-off of System Energy's investment in Grand Gulf 2, amounting to approximately $900 million, is being amortized for Availability Agreement purposes over 27 years.

The allocation percentages under the Availability Agreement are fixed as follows: Entergy Arkansas - 17.1%; Entergy Louisiana - 26.9%; Entergy Mississippi - 31.3%; and Entergy New Orleans - 24.7%. The allocation percentages under the Availability Agreement would remain in effect and would govern payments made under such agreement in the event of a shortfall of funds available to System Energy from other sources, including payments under the Unit Power Sales Agreement.

System Energy has assigned its rights to payments and advances from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under the Availability Agreement as security for its first mortgage bonds and reimbursement obligations to certain banks providing letters of credit in connection with the equity funding of the sale and leaseback transactions described in Note 10 to the financial statements under "Sale and Leaseback Transactions - Grand Gulf 1 Lease Obligations." In these assignments, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans further agreed that, in the event they were prohibited by governmental action from making payments under the Availability Agreement (for example, if FERC reduced or disallowed such payments as constituting excessive rates), they would then make subordinated advances to System Energy in the same amounts and at the same times as the prohibited payments. System Energy would not be al lowed to repay these subordinated advances so long as it remained in default under the related indebtedness or in other similar circumstances.

Each of the assignment agreements relating to the Availability Agreement provides that Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans will make payments directly to System Energy. However, if there is an event of default, those payments must be made directly to the holders of indebtedness that are the beneficiaries of such assignment agreements. The payments must be made pro rata according to the amount of the respective obligations secured.

The obligations of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans to make payments under the Availability Agreement are subject to the receipt and continued effectiveness of all necessary regulatory approvals. Sales of capacity and energy under the Availability Agreement would require that the Availability Agreement be submitted to FERC for approval with respect to the terms of such sale. No such filing with FERC has been made because sales of capacity and energy from Grand Gulf are being made pursuant to the Unit Power Sales Agreement. If, for any reason, sales of capacity and energy are made in the future pursuant to the Availability Agreement, the jurisdictional portions of the Availability Agreement would be submitted to FERC for approval. Other aspects of the Availability Agreement are subject to the jurisdiction of the SEC, whose approval has been obtained, under PUHCA.

Since commercial operation of Grand Gulf 1 began, payments under the Unit Power Sales Agreement to System Energy have exceeded the amounts payable under the Availability Agreement. Therefore, no payments under the Availability Agreement have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments because their Availability Agreement obligations exceed their Unit Power Sales Agreement obligations.

The Availability Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, without further consent of any assignees or other creditors.

Capital Funds Agreement

System Energy and Entergy Corporation have entered into the Capital Funds Agreement, whereby Entergy Corporation has agreed to supply System Energy with sufficient capital to (i) maintain System Energy's equity capital at an amount equal to a minimum of 35% of its total capitalization (excluding short-term debt) and (ii) permit the continued commercial operation of Grand Gulf 1 and pay in full all indebtedness for borrowed money of System Energy when due.

Entergy Corporation has entered into various supplements to the Capital Funds Agreement. System Energy has assigned its rights under such supplements as security for its first mortgage bonds and for reimbursement obligations to certain banks providing letters of credit in connection with the equity funding of the sale and leaseback transactions described in Note 10 to the financial statements under "Sale and Leaseback Transactions - Grand Gulf 1 Lease Obligations." Each such supplement provides that permitted indebtedness for borrowed money incurred by System Energy in connection with the financing of Grand Gulf may be secured by System Energy's rights under the Capital Funds Agreement on a pro rata basis (except for the Specific Payments, as defined below). In addition, in the supplements to the Capital Funds Agreement relating to the specific indebtedness being secured, Entergy Corporation has agreed to make cash capital contributions directly to System Energy sufficie nt to enable System Energy to make payments when due on such indebtedness (Specific Payments). However, if there is an event of default, Entergy Corporation must make those payments directly to the holders of indebtedness benefiting from the supplemental agreements. The payments (other than the Specific Payments) must be made pro rata according to the amount of the respective obligations benefiting from the supplemental agreements.

The Capital Funds Agreement may be terminated, amended, or modified by mutual agreement of the parties thereto, upon obtaining the consent, if required, of those holders of System Energy's indebtedness then outstanding who have received the assignments of the Capital Funds Agreement.

Service Companies

Entergy Services, a corporation wholly-owned by Entergy Corporation, provides management, administrative, accounting, legal, engineering, and other services primarily to the domestic utility companies. Entergy Operations is also wholly-owned by Entergy Corporation and provides nuclear management, operations and maintenance services under contract for ANO, River Bend, Waterford 3, and Grand Gulf 1, subject to the owner oversight of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy, respectively. Entergy Services and Entergy Operations provide their services to the domestic utility companies and System Energy on an "at cost" basis, pursuant to service agreements approved by the SEC under PUHCA.

Earnings Ratios of Domestic Utility Companies and System Energy

The domestic utility companies' and System Energy's ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends pursuant to Item 503 of SEC Regulation S-K are as follows:

	Ratios of Earnings to Fixed Charges Years Ended December 31,
	2003	2002	2001	2000	1999
Entergy Arkansas	3.17	2.79	3.29	3.01	2.08
Entergy Gulf States	1.51	2.49	2.36	2.60	2.18
Entergy Louisiana	3.93	3.14	2.76	2.33	3.48
Entergy Mississippi	3.06	2.48	2.14	2.33	2.44
Entergy New Orleans	1.73	(b)	(c)	2.66	3.00
System Energy	3.66	3.25	2.12	2.41	1.90

	Ratios of Earnings to Combined Fixed Charges and Preferred Dividends Years Ended December 31,
	2003	2002	2001	2000	1999
Entergy Arkansas	2.79	2.53	2.99	2.70	1.80
Entergy Gulf States (a)	1.45	2.40	2.21	2.39	1.86
Entergy Louisiana	3.46	2.86	2.51	2.93	3.09
Entergy Mississippi	2.77	2.27	1.96	2.09	2.18
Entergy New Orleans	1.59	(b)	(c)	2.43	2.74

(a)	"Preferred Dividends" in the case of Entergy Gulf States also include dividends on preference stock, which was redeemed in July 2000.
(b)	For Entergy New Orleans, earnings for the twelve months ended December 31, 2002 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.
(c)	For Entergy New Orleans, earnings for the twelve months ended December 31, 2001 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.

Non-Utility Nuclear

Entergy's Non-Utility Nuclear business owns and operates five nuclear power plants and is primarily focused on selling electric power produced by those plants to wholesale customers. This business also provides operations and management services to nuclear power plants owned by other utilities in the United States. Operations and management services, including decommissioning services, are provided through Entergy's wholly-owned subsidiary, Entergy Nuclear, Inc.

Entergy's Non-Utility Nuclear business currently owns assets located in the northeastern portion of the United States as shown on the map below:

Property

Generating Stations

Entergy's Non-Utility Nuclear business owns the following nuclear power plants:

Power Plant	Acquired	Location	Maximum Capacity	Reactor Type	License Expiration Date
Pilgrim	July 1999	Plymouth, MA	688 MW	Boiling Water Reactor	2012
FitzPatrick	Nov. 2000	Oswego, NY	825 MW	Boiling Water Reactor	2014
Indian Point 3	Nov. 2000	Westchester County, NY	994 MW	Pressurized Water Reactor	2015
Indian Point 2	Sept. 2001	Westchester County, NY	984 MW	Pressurized Water Reactor	2013
Vermont Yankee	July 2002	Vernon, VT	510 MW	Boiling Water Reactor	2012

Non-Utility Nuclear added 46 MW of capacity in 2003 through uprates, and plans an additional 202 MW of uprates through 2005. Planned uprates totaling 95 MW for Vermont Yankee are currently pending approval by the NRC and the Public Service Board of Vermont.

Interconnections

The Pilgrim and Vermont Yankee plants are dispatched as a part of Independent System Operator (ISO) New England and the James A. FitzPatrick and Indian Point Energy Center plants are dispatched by the New York Independent System Operator (NYISO). The primary purpose of ISO New England is to direct the operations of the major generation and transmission facilities in the New England region and the primary purpose of NYISO is to direct the operations of the major generation and transmission facilities in New York state.

Energy and Capacity Sales

Entergy's Non-Utility Nuclear business has entered into unit-contingent power purchase agreements (PPAs), with the exception noted below, with creditworthy counterparties to sell the energy produced by its power plants at prices established in the PPAs. Following is a summary of the amount of the Non-Utility Nuclear business' output that is currently sold forward under physical or financial contracts at fixed prices:

	2004	2005	2006	2007	2008
Non-Utility Nuclear:
% of planned generation sold forward	100%	52%	32%	16%	4%
Planned generation (GWh)	32,787	34,164	34,853	34,517	34,513
Average price per MWh	$38	$37	$35	$34	$38

The Vermont Yankee acquisition included a 10-year PPA, which is through the expiration of the current operating license for the plant, under which the former owners will buy the power produced by the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward annually, beginning in November 2005, if power market prices drop below PPA prices. Accordingly, because the price is not fixed, the table above does not report power from that plant as sold forward after October 2005. Approximately 2% of Non-Utility Nuclear's planned generation in 2005, 13% in 2006, 12% in 2007, and 13% in 2008 is under contract from Vermont Yankee after October 2005.

Under the PPAs with NYPA for the output of power from Indian Point 3 and FitzPatrick, the Non-Utility Nuclear business is obligated to produce at an average capacity factor of 85% with a financial true-up payment to NYPA should NYPA's cost to purchase power due to an output shortfall be higher than the PPAs' price.  The calculation of any true-up payments is based on two two-year periods.  For the first period, which ran through November 20, 2002, Indian Point 3 and FitzPatrick operated at 95% and 97%, respectively, under the true-up formula.  Credits of up to 5% reflecting period one generation above 85% can be used to offset any output shortfalls in the second period, which runs through theend of the PPAs on December 31, 2004.

Included in the planned generation sold forward percentages are contracts entered into in 2003 that are not unit contingent but are firm contracts containing liquidated damages provisions. These firm contracts are for 1% of Non-Utility Nuclear's planned generation in 2005, 4% in 2006, 2% in 2007, and 0% in 2008.

In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed capacity to load-serving distribution companies in order for those companies to meet requirements placed on them by the Independent System Operators in their area. Following is a summary of the amount of the Non-Utility Nuclear business' installed capacity that is currently sold forward, and the blended amount of the Non-Utility Nuclear business' planned generation output and installed capacity that is currently sold forward:

	2004	2005	2006	2007	2008
Non-Utility Nuclear:
Percent of capacity sold forward:
Bundled capacity and energy contracts	55%	15%	12%	13%	13%
Capacity contracts	28%	15%	6%	3%	0%
Total	83%	30%	18%	16%	13%
Planned MW in operation	4,111	4,203	4,203	4,203	4,203
Average capacity contract price per kW per month	$2.4	$1.3	$0.6	$0.7	N/A
Blended Capacity and Energy (based on revenues)
% of planned generation and capacity sold forward	99%	49%	28%	13%	4%
Average contract revenue per MWh	$39	$37	$35	$34	$38

As of December 31, 2003, approximately 99% of Entergy's counterparties to Non-Utility Nuclear's energy and capacity contracts have investment grade credit ratings.

Power and capacity not sold forward under contracts with fixed prices are subject to price fluctuations in the market. Entergy may be required to provide credit support in the form of guarantees in order to secure PPAs.

Fuel Supply

Nuclear Fuel

The nuclear fuel requirements for Pilgrim, FitzPatrick, Indian Point 2, Indian Point 3, and Vermont Yankee are met pursuant to contracts made by Entergy's Non-Utility Nuclear business. Entergy Nuclear Fuels Company is responsible for contracts to acquire nuclear materials, except for fuel fabrication, for these non-utility nuclear plants.

Other Business Activities

Entergy Nuclear, Inc. also pursues service agreements with other nuclear power plants owners who seek the advantages of Entergy's scale and expertise but do not necessarily want to sell their assets. Services provided by either Entergy Nuclear, Inc. or other Non-Utility Nuclear subsidiaries include engineering, operations and maintenance, fuel procurement, management and supervision, technical support and training, administrative support, and other managerial or technical services required to operate, maintain, and decommission nuclear electric power facilities. Entergy Nuclear, Inc. currently provides decommissioning services for the Maine Yankee nuclear power plant and continues to pursue opportunities for Non-Utility Nuclear with other nuclear plant owners through operating agreements or innovative arrangements such as structured leases.

In September 2003, Entergy's Non-Utility Nuclear business agreed to provide administrative support services for the 800 MW Cooper Nuclear Station located near Brownville, Nebraska. The contract is for 10 years, the remaining term of the plant's operating license. Entergy will receive $12 million in 2004, $13 million in 2005, and $14 million in 2006 and each of the remaining years of the contract. Entergy can also receive up to $6 million more per year beginning in 2007 if top decile in the industry safety and regulatory goals are met. In addition, Entergy will be reimbursed for all employee-related expenses.

Entergy Nuclear, Inc. also is a party to two business arrangements that assist Entergy Nuclear, Inc. in providing operation and management services. Entergy Nuclear, Inc., in partnership with Framatome ANP, offers operating license renewal and life extension services to nuclear power plants in the United States. Entergy Nuclear Inc., through its subsidiary, TLG Services, offers decommissioning, engineering, and related services to nuclear power plant owners.

Other Matters

Groups of concerned citizens and local public officials have raised concerns about safety issues associated with Entergy's Indian Point power plants located in New York. They argue that Indian Point's security measures and emergency plans do not provide reasonable assurance to protect the public health and safety. The NRC has legal jurisdiction over these matters. In a decision that became final on December 13, 2002, the NRC denied a petition filed by Riverkeeper, Inc. asking the NRC to order Entergy to suspend operations, revoke the operating license or adopt other measures resulting in a temporary shutdown of Indian Point 2 and Indian Point 3. The NRC found that after September 11, 2001, it ordered enhanced security measures at all nuclear facilities and found that as a result of the collective measures taken since September 11, 2001, the security at Indian Point provides adequate protection of public health and s afety. The NRC further found that the existing emergency response plans are flexible enough to respond to a wide variety of adverse conditions, including a terrorist attack. The NRC further found that the current spent fuel storage system adequately protects the public health and safety. Riverkeeper has petitioned the United States Second Circuit Court of Appeals for a review of this final action of the NRC, and in February 2004 the Second Circuit affirmed the NRC and dismissed the petition for review.

In addition, certain concerns are being raised regarding the adequacy of the emergency evacuation plans for Indian Point. These matters initially must be reviewed by the Federal Emergency Management Agency (FEMA). Jurisdiction as to the overall adequacy of emergency planning and preparedness for Indian Point lies with the NRC. Entergy believes that the emergency evacuation plans for Indian Point are adequate to ensure the public health and safety in compliance with NRC requirements. Entergy is working with New York state and county officials, FEMA, the NRC, and other federal agencies to make additional improvements to the plans that may be warranted and to assure them as to the adequacy of the plans.

On July 25, 2003, FEMA issued its notice of certification of the Indian Point Emergency Plan. NRC followed soon thereafter with its endorsement. On August 22, 2003, Westchester County filed an administrative appeal of the FEMA ruling that the Emergency Plans are adequate to protect the public health and safety. FEMA regulations on emergency plans provide for appeals in only two situations: (1) FEMA's approval or disapproval of a radiological emergency response plan (RERP) for a nuclear power facility; and (2) FEMA's determination to withdraw approval for a state or local RERP. In both cases, the appeal process is the same.

Energy Commodity Services

The Energy Commodity Services segment includes the operations of Entergy-Koch (50% owned by Entergy) and Entergy's non-nuclear wholesale assets business. Entergy-Koch is engaged in two major businesses: energy commodity marketing and trading that includes physical and financial natural gas and power as well as other energy and weather-related contracts through Entergy-Koch Trading and gas transportation and storage through Gulf South Pipeline. Entergy's non-nuclear wholesale assets business owns power plants capable of generating about 1,800 MW of electricity for sale in the wholesale market. Previously, Entergy's Energy Commodity Services business also engaged in power development activities through Entergy Wholesale Operations, but these activities were discontinued in early 2002.

Entergy-Koch, LP

Entergy-Koch is a limited partnership owned 50% each by Entergy and Koch Industries, Inc, through subsidiaries. Entergy-Koch began operations on February 1, 2001. Entergy contributed most of the assets and trading contracts of its power marketing and trading business and $414 million cash to the venture and Koch contributed its approximately 8,000-mile Koch Gateway Pipeline (renamed Gulf South Pipeline), gas storage facilities, and Koch Energy Trading, which marketed and traded electricity, gas, weather derivatives, and other energy-related commodities and services. As specified in the partnership agreement, Entergy contributed an additional $72.7 million to the partnership in January 2004.

Entergy-Koch is engaged in two major businesses: Entergy-Koch Trading and Gulf South Pipeline. Each of these businesses targets contributions from 40-60% of Entergy-Koch's earnings. Entergy-Koch currently has over 700 employees and over $3.7 billion in assets.

Entergy-Koch Trading

Entergy-Koch Trading buys and sells physical and financial natural gas and power as well as other energy and weather-related contracts in the United States, the United Kingdom, Western Europe, and Canada. It provides energy management services using knowledge systems that promote fundamental and quantitative understanding of market risk. Entergy-Koch Trading uses advanced analytics and knowledge of the marketplace, natural gas pipelines, power transmission infrastructure, transportation management, gas storage, and weather.

Regulatory Investigations Relating to Trading Business

In April 2003, Entergy-Koch Trading received a subpoena from the Commodity Futures Trading Commission (CFTC) seeking information on gas and power trading activities of Entergy-Koch Trading and affiliated companies, which would include Entergy Power Marketing Corp. (in operation prior to the formation of Entergy-Koch on February 1, 2001), including information about trading activities relating to "wash trades" as well as information furnished to energy industry publications in 2001 and 2002.

In January 2004, the CFTC filed and approved an order settling the administrative action against Entergy-Koch Trading. Entergy-Koch Trading agreed to pay a civil penalty of $3 million without admitting or denying the CFTC's findings. The order cites Entergy-Koch Trading for reporting false price information. The CFTC has notified Entergy-Koch Trading and Entergy that this settlement concludes the issues that were the subject of their investigation.

Gulf South Pipeline

Gulf South Pipeline owns and operates an interstate natural gas pipeline system in the Gulf Coast region and provides critical links to many major markets nationwide. Gulf South Pipeline gathers natural gas from the Gulf South region and transports it to local distribution companies, industrial facilities, power generators, utility companies, other pipelines, and natural gas marketing companies. The Gulf South Pipeline's existing system comprises approximately 8,000 miles of pipeline, including both transmission and gathering systems, with connections to more than 100 pipelines including Texas Eastern, Transco and Florida Gas Transmission. The pipeline system covers parts of Texas, Louisiana, Mississippi, Alabama, and Florida and connects to the Henry Hub, located in Vermilion Parish, Louisiana.

Gulf South's operational flexibility is enhanced by its Bistineau and Jackson storage facilities with total working storage capacity of 68.5 Bcf. Additionally, Gulf South Pipeline is developing a natural gas salt dome storage facility - Magnolia Gas Storage located near Napoleonville, Louisiana. This new facility, which was expected to be in service by early 2004, complements the existing storage at Bistineau and Jackson, and offers multiple pipeline interconnects providing increased reliability for customers and opportunities for Gulf South to improve gas flows across its system. The facility is expected to have an initial working capacity of approximately 4.1 Bcf and be expanded to 6.5 Bcf in 2007. In December 2003, natural gas bubbling occurred at the site. Gulf South has been involved in mitigating the effects of the incident, and is still evaluating how the incident will affect its plans to provide storage services at Magnolia, but the facility will not be in service early in 2004 as originally planned.

Entergy-Koch, LP Agreement Details

Although the ownership interests of Entergy and Koch Industries are equal, the capital accounts are different. As described above, each contributed different assets to the partnership with those contributed by Koch valued at more than those contributed by Entergy. Through the end of 2003, substantially all of the partnership profits were allocated to Entergy to allow the capital accounts to equalize. In all years, losses and distributions from operations are allocated equally to the capital accounts based on ownership interest. Distributions in the event of liquidation are shared based on capital accounts, as revalued at the time of the liquidation.

In January 2004, at the time Entergy made its additional cash contribution to the partnership, Entergy-Koch's assets were revalued for capital account purposes. After this revaluation the capital accounts of Entergy and Koch Industries are approximately equal and future profit allocations other than for weather trading and international trading will be equal. The weather trading and international trading allocations are unequal only within a specified range, such that the overall earnings allocation should not materially differ from 50/50.

Beginning in 2004, a partner may transfer its interest to a third party, only if it has first offered to sell its interest to the other partner at the approximate sales price and the other partner has not accepted the offer. Certain buy/sell rights are triggered (a) at the option of the non-defaulting partner, upon a change of control of, or material breach of the agreement by, either partner or (b) at the option of either partner. Under the buy/sell rights, the initiating partner may offer to sell all its partnership interest at a specified price and other terms or to buy all of the other partner's partnership interest at the same price and same other terms. The non-initiating partner then may elect either to sell its partnership interest to the other partner or to buy the partnership interest of the other partner on the offered terms.

Non-Nuclear Wholesale Assets Business

Property

Generating Stations

The capacity of the generating stations owned in Entergy's non-nuclear wholesale assets business as of December 31, 2003 is indicated below:

Plant	Location	Ownership	Net Owned Capacity(1)	Type
Ritchie Unit 2, 544 MW	Helena, AR	100%	544 MW	Gas/Oil
Independence Unit 2, 842 MW	Newark, AR	14%	121 MW(2)	Coal
Warren Power, 300 MW	Vicksburg, MS	100%	300 MW	Gas Turbine
Top of Iowa, 80 MW	Worth County, IA	99%	80 MW	Wind
Crete, 320 MW	Crete, IL	50%	160 MW	Gas Turbine
RS Cogen, 425 MW	Lake Charles, LA	50%	212 MW	Gas/Steam
Harrison County, 550 MW	Marshall, TX	70%	385 MW	Gas Turbine

(1)	"Net Owned Capacity" refers to the nameplate rating on the generating unit.
(2)	The owned MW capacity is the portion of the plant capacity owned by Entergy Power. For a complete listing of Entergy's joint-owned generating stations, refer to "Jointly-Owned Generating Stations" in Note 1 to the Entergy Corporation and Subsidiaries financial statements.

Entergy sold its interest in the Crete power plant in January 2004.

Energy and Capacity Sales

Following is a summary of the amount of Energy Commodity Services' output and installed capacity that is currently sold forward under physical or financial contracts at fixed prices:

	2003	2004	2005	2006	2007
Energy Commodity Services:
Capacity
Planned MW in operation	1,911	1,911	1,911	1,911	1,911
% of capacity sold forward	43%	43%	34%	31%	26%
Energy
Planned generation (GWh)	3,321	3,348	3,337	3,545	4,015
% of planned generation sold forward	64%	67%	52%	42%	39%
Blended Capacity and Energy (based on revenues)
% of planned energy and capacity sold forward	62%	66%	50%	41%	35%
Average contract revenue per MWh	$26	$25	$27	$31	$28

The increase in the planned generation sold forward percentages from the percentages reported in the 2002 Form 10-K is attributable to the Entergy Louisiana and Entergy New Orleans contracts involving RS Cogen and Independence 2 entered into in 2003 that are described more fully in Part I, Item 1, "Generation." These contracts are still subject to a FERC review proceeding scheduled for hearing later in 2004.

Regulation of Entergy's Business

PUHCA

The Public Utility Holding Company Act of 1935, as amended, regulates companies like Entergy Corporation that serve as holding companies to domestic operating utilities. Some of the more significant impacts of PUHCA are that it:

• limits the operations of a registered holding company system to a single, integrated public utility system, plus related systems and businesses;
• regulates transactions among affiliates within a holding company system;
• governs the issuance, acquisition, and disposition of securities and assets by registered holding companies and their subsidiaries;
• limits the entry by registered holding companies and their subsidiaries into businesses other than electric and/or gas utility businesses; and
• requires SEC approval for certain utility mergers and acquisitions.

Entergy continues to support the broad industry effort to pass legislation in the United States Congress to repeal PUHCA and transfer certain aspects of the oversight of public utility holding companies from the SEC to FERC. Entergy believes that PUHCA inhibits its ability to compete in the evolving electric energy marketplace and largely duplicates the oversight activities otherwise performed by FERC, other federal regulators, and state and local regulators.

Federal Power Act

The Federal Power Act regulates:

• the transmission and wholesale sale of electric energy in interstate commerce;
• the licensing of certain hydroelectric projects; and
• certain other activities, including accounting policies and practices of electric and gas utilities.

The Federal Power Act gives FERC jurisdiction over the rates charged by System Energy for Grand Gulf 1 capacity and energy provided to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and over some of the rates charged by Entergy Arkansas and Entergy Gulf States. FERC also regulates the rates charged for intrasystem sales pursuant to the System Agreement.

Entergy Arkansas holds a FERC license that expires in 2053 for two hydroelectric projects totaling 70 MW of capacity.

State Regulation

Entergy Arkansas is subject to regulation by the APSC, which includes the authority to:

• oversee utility service;
• set retail rates;
• determine reasonable and adequate service;
• require proper accounting;
• control leasing;
• control the acquisition or sale of any public utility plant or property constituting an operating unit or system;
• set rates of depreciation;
• issue certificates of convenience and necessity and certificates of environmental compatibility and public need; and
• regulate the issuance and sale of certain securities.

Entergy Gulf States may be subject to the jurisdiction of the municipal authorities of a number of incorporated cities in Texaswith appellate jurisdiction over such matters residing in the PUCT. Entergy Gulf States' Texas business is also subject to regulation by the PUCT as to:

• retail rates and service in rural areas;
• customer service standards;
• certification of new transmission lines; and
• extensions of service into new areas.

Entergy Gulf States' Louisiana electric and gas business and Entergy Louisiana are subject to regulation by the LPSC as to:

• utility service;
• retail rates and charges;
• certification of generating facilities;
• power or capacity purchase contracts; and
• depreciation, accounting, and other matters.

Entergy Louisiana is also subject to the jurisdiction of the Council with respect to such matters within Algiers in Orleans Parish.

Entergy Mississippi is subject to regulation by the MPSC as to the following:

• utility service;
• service areas;
• facilities; and
• retail rates.

Entergy Mississippi is also subject to regulation by the APSC as to the certificate of environmental compatibility and public need for the Independence Station, which is located in Arkansas.

Entergy New Orleans is subject to regulation by the Council as to the following:

• utility service;
• retail rates and charges;
• standards of service;
• depreciation, accounting, and issuance and sale of certain securities; and
• other matters.

Regulation of the Nuclear Power Industry

Atomic Energy Act of 1954 and Energy Reorganization Act of 1974

Under the Atomic Energy Act of 1954 and the Energy Reorganization Act of 1974, the operation of nuclear plants is heavily regulated by the NRC, which has broad power to impose licensing and safety-related requirements. The NRC has broad authority to impose fines or shut down a unit, or both, depending upon its assessment of the severity of the situation, until compliance is achieved. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy, as owners of all or portions of ANO, River Bend, Waterford 3, and Grand Gulf 1, respectively, and Entergy Operations, as the licensee and operator of these units, are subject to the jurisdiction of the NRC. Entergy has made substantial capital expenditures at these nuclear plants because of revised safety requirements of the NRC in the past, and additional expenditures could be required in the future. Entergy's Non-Utility Nuclear business is subject to the NRC's jurisdiction as the owner and operator of Pilgrim, Indian Point Energy Center, FitzPatrick, and Vermont Yankee. Substantial capital expenditures at these nuclear plants because of revised safety requirements of the NRC could be required in the future.

Nuclear Waste Policy Act of 1982

Under the Nuclear Waste Policy Act of 1982, the DOE is required, for a specified fee, to construct storage facilities for, and to dispose of, all spent nuclear fuel and other high-level radioactive waste generated by domestic nuclear power reactors. Entergy's nuclear owner/licensee subsidiaries provide for the estimated future disposal costs of spent nuclear fuel in accordance with the Nuclear Waste Policy Act of 1982. The affected Entergy companies entered into contracts with the DOE, whereby the DOE will furnish disposal service at a cost of one mill per net kWh generated and sold after April 7, 1983, plus a one-time fee for generation prior to that date. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and has a recorded liability as of December 31, 2003 of $154 million for the one-time fee. Entergy's Non-Utility Nuclear business has accepted assignment of the Pilgrim, FitzPatrick, Indian Point 3, Indian Point 2, and Vermont Yankee spent fuel disposal contracts with the DOE held by their previous owners. The previous owners have paid or retained liability for the fees for all generation prior to the purchase dates of those plants. The fees payable to the DOE may be adjusted in the future to assure full recovery. Entergy considers all costs incurred for the disposal of spent nuclear fuel, except accrued interest, to be proper components of nuclear fuel expense. Provisions to recover such costs have been or will be made in applications to regulatory authorities.

The permanent spent fuel repository in the U.S. has been legislated to be Yucca Mountain, Nevada. DOE will now proceed with the licensing and, if the license is granted by the NRC, eventual construction of the repository will begin and receipt of spent fuel may begin as early as approximately 2010, according to the DOE. Considerable uncertainty remains regarding the time frame under which the DOE will begin to accept spent fuel from Entergy's facilities for storage or disposal, and could be several years after 2015. As a result, future expenditures will be required to increase spent fuel storage capacity at Entergy's nuclear plant sites.

As a result of DOE's failure to begin disposal of spent nuclear fuel in 1998 pursuant to the Nuclear Waste Policy Act of 1982 and the spent fuel disposal contracts, Entergy's nuclear owner/licensee subsidiaries have incurred and will continue to incur damages.  These subsidiaries in November 2003 began litigation to recover the damages caused by DOE's delay in performance.  Management cannot predict the timing or amount of any potential recovery.

Pending DOE acceptance and disposal of spent nuclear fuel, the owners of nuclear plants are responsible for their own spent fuel storage. Current on-site spent fuel storage capacity at Grand Gulf 1 and River Bend is estimated to be sufficient until approximately 2007 and 2004, respectively, at which time dry cask storage facilities will be placed into service. The spent fuel pool at Waterford 3 was recently expanded through the replacement of the existing storage racks with higher density storage racks. This expansion should provide sufficient storage for Waterford 3 until after 2015. An ANO storage facility using dry casks began operation in 1996 and has been expanded since and will be further expanded as needed. The spent fuel storage facility at Pilgrim is licensed to provide enough storage capacity until approximately 2012. The first dry spent fuel storage casks were loaded at FitzPatrick in 2002, and further casks will be loaded there as needed. Indian Point and Vermont Yank ee currently have sufficient spent fuel storage capacity until approximately 2006, at which time management expects planned additional dry cask storage capacity to begin operation.

Nuclear Plant Decommissioning

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy recover from customers through electric rates the estimated decommissioning costs for ANO, the portion of River Bend subject to retail rate regulation, Waterford 3, and Grand Gulf 1, respectively. These amounts are deposited in trust funds that can only be used for future decommissioning costs. Entergy periodically reviews and updates estimated decommissioning costs to reflect inflation and changes in regulatory requirements and technology, and then makes applications to the regulatory authorities to reflect, in rates, the changes in projected decommissioning costs.

In June 2001, Entergy Arkansas received notification from the NRC of approval for a renewed operating license authorizing operations at ANO 1 through May 2034. In October 2003, a request was filed with the NRC to extend the operating license of ANO 2 for an additional 20 years. The APSC ordered Entergy Arkansas to use a 20-year life extension assumption for ANO 1 and 2, which resulted in the cessation of the collection of funds to decommission ANO 1 and 2 beginning in 2001. Entergy Arkansas' projections show that with the assumption of 20 years of extended operational life for both units, the current fund balance with earnings over the extended life will be sufficient to decommission both units. Every five years, Entergy Arkansas is required by the APSC to update the estimated costs to decommission ANO. In March 2003, Entergy Arkansas filed with the APSC its third five-year estimate of ANO decommissioning costs. The updated estimate indicated the current cost to decommission the two ANO units would be $936 million compared to $813 million in the 1997 estimate. In September 2003, the APSC approved a stipulation between the APSC Staff and Entergy Arkansas resolving issues in the decommissioning cost estimate proceeding. Entergy Arkansas and the APSC Staff agreed to exclude, at this time, certain spent fuel management costs because of uncertainty associated with the responsibility of the DOE for all or a portion of those costs as a result of Entergy Arkansas' contract with the DOE to start taking spent fuel from ANO beginning in 1998. Entergy Arkansas reserves the right to seek a decision from the APSC on this issue prior to the next required decommissioning cost filing should significant changes in relevant facts and circumstances warrant.

In December 2002, the LPSC approved a settlement between Entergy Gulf States and the LPSC staff. The settlement included, among other things, the approval to cease collection of funds to decommission River Bend based on an assumed license extension for River Bend.

As part of the Pilgrim, Indian Point 1 and 2, and Vermont Yankee purchases, Boston Edison, Consolidated Edison, and VYNPC, respectively, transferred decommissioning trust funds, along with the liability to decommission the plants, to Entergy. Entergy believes that the decommissioning trust funds will be adequate to cover future decommissioning costs for these plants without any additional deposits to the trusts.

For the Indian Point 3 and FitzPatrick plants purchased in 2000, NYPA retained the decommissioning trusts and the decommissioning liability. NYPA and Entergy executed decommissioning agreements, which specify their decommissioning obligations. NYPA has the right to require Entergy to assume the decommissioning liability provided that it assigns the corresponding decommissioning trust, up to a specified level, to Entergy. If the decommissioning liability is retained by NYPA, Entergy will perform the decommissioning of the plants at a price equal to the lesser of a pre-specified level or the amount in the decommissioning trusts. Entergy believes that the amounts available to it under either scenario are sufficient to cover the future decommissioning costs without any additional contributions to the trusts. In conjunction with the Pilgrim acquisition, Entergy received Pilgrim's decommissioning trust fund. Entergy believes that Pilgrim's decommissioning fund will be adequate to cover f uture decommissioning costs for the plant without any additional deposits to the trust. As part of the Indian Point 1 and 2 purchase, Consolidated Edison transferred the decommissioning trust fund and the liability to decommission Indian Point 1 and 2 to Entergy. Entergy also funded an additional $25 million to the decommissioning trust fund and believes that the trust will be adequate to cover future decommissioning costs for Indian Point 1 and 2 without any additional deposits to the trust.

Additional information with respect to decommissioning costs for ANO, River Bend, Waterford 3, Grand Gulf 1, Pilgrim, Indian Point 1, Indian Point 2, Indian Point 3, and FitzPatrick is found in Note 9 to the financial statements.

Energy Policy Act of 1992

The Energy Policy Act of 1992 requires all electric utilities (including Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy) that purchased uranium enrichment services from the DOE to contribute up to a total of $150 million annually over approximately 15 years (adjusted for inflation, up to a total of $2.25 billion) for decontamination and decommissioning of enrichment facilities. At December 31, 2003, three years of assessments remain. In accordance with the Energy Policy Act of 1992, contributions to decontamination and decommissioning funds are recovered through rates in the same manner as other fuel costs. The estimated annual contributions by Entergy for decontamination and decommissioning fees are discussed in Note 9 to the financial statements.

Price Anderson Act

The Price-Anderson Act limits public liability for a single nuclear incident to approximately $100.6 million per reactor (with currently 105 nuclear industry reactors participating). Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy, and Entergy's Non-Utility Nuclear business have protection with respect to this liability through a combination of private insurance and an industry assessment program, as well as insurance for property damage, costs of replacement power, and other risks relating to nuclear generating units. Insurance applicable to the nuclear programs of Entergy is discussed in Note 9 to the financial statements.

Environmental Regulation

Entergy's facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that its affected companies are in substantial compliance with environmental regulations currently applicable to their facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Clean Air Act and Subsequent Amendments

The Clean Air Act and its subsequent Amendments (the Clean Air Act) established several programs that currently or in the future may affect Entergy's fossil-fueled generation facilities:

• New source review and preconstruction permits for new sources of criteria air pollutants and significant modifications to existing facilities;
• Acid rain program for control of sulfur dioxide (SO₂) and nitrogen oxides (NO_x);
• Ozone non-attainment area program for control of NO_x and volatile organic compounds;
• Hazardous air pollutant emissions reduction program; and
• Operating permits program for administration and enforcement of these and other Clean Air Act programs.

New Source Review

Preconstruction permits are required for new facilities and for existing facilities that undergo a modification that is not classified as routine repair, maintenance, or replacement. Units that undergo a non-routine modification must obtain a permit modification and may be required to install additional air pollution control technologies. Entergy has an established process for identifying modifications requiring additional permitting approval and has followed the regulations and associated guidance provided by the states and the federal government with regard to the determination of routine repair, maintenance, and replacement. In recent years, however, EPA has begun an enforcement initiative, aimed primarily at coal plants, to identify modifications that it does not consider routine and that have failed to obtain a permit modification. Entergy to date has not been included in any of these enforcement actions. Nevertheless, various courts and EPA have been inconsistent in their judgme nts regarding what modifications are considered routine. EPA recently has promulgated a regulation to attempt to clarify this issue, but the regulation has been challenged, and its effectiveness has been stayed by the federal court hearing the case. Because of the conflicting and changing definitions from courts and the EPA, several industries, including the electric generation industry, have exposure in this area.

Acid Rain Program

The Act provides SO₂ allowances to most of the affected Entergy generating units for emissions based upon past emission levels and operating characteristics. Each allowance is an entitlement to emit one ton of SO₂ per year. Utilities are required to possess allowances for SO₂ emissions from affected generating units. Virtually all Entergy fossil-fueled generating units are subject to SO₂ allowance requirements. Entergy could be required to purchase additional allowances when it generates power using fuel oil. Fuel oil usage is determined by economic dispatch and influenced by the price of natural gas and on the availability and cost of purchased power.

Ozone Non-attainment

Entergy Gulf States and Entergy Louisiana each operate fossil-fueled generating units in geographic areas that are not in attainment of the currently-enforced national ambient air quality standards. For Entergy Gulf States the areas are the Houston-Galveston, Texas area and the Beaumont-Port Arthur, Texas area. For Entergy Louisiana the area is the Baton Rouge, Louisiana area. Areas in non-attainment are classified as "moderate," "serious," or "severe." When an area is in noncompliance, EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards. Texas and Louisiana submitted plans for the Beaumont-Port Arthur and Baton Rouge areas that included an extension of the regulatory deadline to gain attainment. EPA initially approved these plans and the deadline extensions, but through litigation and a decision of the United States Court of Appeals for the Fifth Circuit in December 2002, the approval of the state plans has been withdrawn as violating provisions and deadlines required by the Clean Air Act.

EPA now is proposing that the Beaumont-Port Arthur area should be reclassified from "moderate" to "serious" or "severe" and has reclassified the Baton Rouge area from "serious" to "severe" effective June 2003. These actions will require that Texas and Louisiana adopt plans to restrict the emission of certain air pollutants and to make progress toward eventual attainment of national standards (the Louisiana plan must be submitted to EPA by June 2004). The content and impact on Entergy companies of these developing state plans is unknown, but Entergy Gulf States and Entergy Louisiana continue to monitor events in their respective areas. If new NOx control equipment is required to be installed, the cost could be as much as $5 million for the facilities in Louisiana in 2004 and early 2005. Entergy Gulf States continues to assess possible costs for the Texas facilities.

In April and December 2004, EPA is expected to begin designating new non-attainment areas that correspond to more stringent standards for ozone and particulate matter first adopted by EPA in 1997. Areas in which Entergy operates that have never been designated as "non-attainment" may be so designated under these new standards. The states involved will then be required to develop implementation plans to return the areas to attainment, choosing between regulatory options that can vary greatly from region to region. These plans could require operational or equipment changes at Entergy company facilities. Entergy continues to monitor these regulatory activities and to plan for necessary future action at its facilities.

Hazardous Air Pollutants

In December 2000, the EPA made a determination that coal and oil-fired steam electric generating units should be regulated under the section of the Clean Air Act relating to emissions of hazardous air pollutants (HAPs). The principal HAPs of concern are mercury from coal and nickel from oil. EPA has proposed regulations for these sources and has set a deadline of December 2004 for finalizing the rules. Entergy owns units that would be subject to these regulations. The regulations may require coal and oil-fired units to reduce mercury and nickel emissions through various methods, including installation of controls, switching fuels or fuel suppliers, reducing utilization of units, or some combination of these methods. The earliest expected compliance date for this rule would be 2007, and Entergy could begin to incur costs of compliance as early as 2006 and the work could take up to three years. Entergy currently estimates that pollution control capital projects at its five coal uni ts to comply with the rules could be as much as $130 million. These costs should be offset by advances in control technology or in proposed cap and trade provisions which are not final at this time.

Future Legislative and Regulatory Developments

In addition to the specific instances described above, there are a number of legislative and regulatory initiatives relating to the reduction of emissions that are under consideration at the federal, state, and international level. Because of the nature of Entergy's business, the adoption of each of these could affect its operations. These initiatives include:

• designation by the EPA and state environmental agencies of areas that are not in attainment with national ambient air quality standards;
• EPA initiatives related to interstate transport of pollutants and their impacts on fine particulates and regional haze;
• introduction of several bills in Congress proposing further limits on NO_x, SO_2, mercury, or limits on carbon dioxide (CO₂) emissions; and
• pursuit by the Bush administration of a voluntary program intended to reduce CO₂ emissions.

Entergy continues to monitor these actions in order to analyze their potential operational and cost implications. In anticipation of the potential imposition of CO₂ emission limits on the electric industry in the future, Entergy has initiated actions designed to reduce its exposure to potential new governmental requirements related to CO₂ emissions. These actions include establishment of a formal program to stabilize power plant CO₂ emissions at year 2000 levels through 2005 and support for national legislation that would increase planning certainty for electric utilities while addressing emissions in a responsible and flexible manner. By virtue of its proportionally large investment in low or non-emitting gas-fired and nuclear generation technologies, Entergy's overall CO₂ emission "intensity," or rate of CO₂ emitted per kilowatt-hour of electricity generated, is already among the lowest in the industry. Total CO₂ emiss ions representing the company's ownership share of power plants in the United States were approximately 53.24 million tons in 2000, 49.58 million tons in 2001, 44.20 million tons in 2002, and 36.78 million tons in 2003.

In January 2004, the EPA proposed the Interstate Air Quality Rule which intends to reduce SO₂ and NO_x emissions from plants in order to improve air quality in the northeastern United States. The impact of this proposed rule is unclear at this time, but the rule has the potential to require significant pollution control capital costs. The financial impact could be offset by proposed emission markets; however, the allocation of the emission allowances and the set up of the market will determine the ultimate cost to Entergy. Entergy is concerned that the allocation may be unfairly skewed towards states with relatively higher emissions. Entergy will continue to study the proposed rule's impact to its generation fleet and will work to ensure that all states are treated fairly in the allocation of emission credits.

Clean Water Act

The 1972 amendments to the Federal Water Pollution Control Act (known as the Clean Water Act or CWA) provide the statutory basis for the National Pollutant Discharge Elimination System (NPDES) permit program and the basic structure for regulating the discharge of pollutants from point sources to waters of the United States. The CWA requires all discharges of pollutants to waters of the United States to be permitted.

316(b) Cooling Water Intake Structures

The EPA issued new regulations in February 2004 governing the intake of water at large existing power plants that employ cooling water intake structures. The rule seeks to reduce perceived impacts on aquatic resources by requiring covered facilities to implement technology or other measures to meet EPA-targeted reductions in water use and corresponding perceived aquatic impacts. The rule was the subject of extensive comment during promulgation and is likely to be challenged in court. Entergy will continue to evaluate the rule, including consideration of options for complying with the rule if it remains substantially in its current form. Those options considered may include operational controls, the installation of equipment to address perceived aquatic impacts, other mitigation measures, or combinations of these alternatives.

Entergy's Non-Utility Nuclear business is currently in negotiations with EPA for renewal of the Pilgrim NPDES permit and is involved in an administrative permitting process with the New York environmental authority for renewal of the Indian Point 2 and 3 discharge permit. In November 2003, the New York State Department of Environmental Conservation (NYDEC) issued a draft permit indicating that closed cycle cooling would be considered the "best technology available" for minimizing perceived adverse environmental impacts attributable to the intake and discharge of cooling water at Indian Point 2 and 3, if Entergy moves forward to obtain license extensions for these facilities. The draft permit would require Entergy to take certain steps to assess the feasibility of retrofitting the site to install cooling towers before re-licensing Indian Point 2 and 3, whose current licenses with the NRC expire in 2013 and 2015. The draft permit could also require, upon its becoming effective, the fa cilities to take an annual 42 unit-day outage and provide a payment into a NYDEC account until the start of cooling tower construction. Entergy is participating in the administrative process in order to have the draft permit modified prior to final issuance, and opposes any requirement to install cooling towers or begin annual forced outages at Indian Point 2 and 3.

Oil Pollution Prevention Regulation

The EPA published a revised Oil Pollution Prevention regulation in July 2002. The regulation affects Entergy's operation of its approximately 3,500 transmission and distribution electrical equipment installations that are potentially subject to the rule. While the published rule provides a great deal of flexibility to the regulated community insofar as allowable strategies, it also provides the EPA discretion in evaluation of compliance with the rule. The EPA Oil Program Headquarters staff is currently in the process of training the EPA Regions on the rule and its enforcement. Entergy is currently working directly with the EPA Oil Program Headquarters staff to have Entergy's electrical equipment oil pollution prevention strategy formally recognized as an industry standard.

Comprehensive Environmental Response, Compensation, and Liability Act of 1980

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA), authorizes the EPA and, indirectly, the states, to mandate clean-up, or reimbursement of clean-up costs, by owners or operators of sites from which hazardous substances may be or have been released. Parties that transported hazardous substances to these sites or arranged for the disposal of the substances are also deemed liable by CERCLA. CERCLA has been interpreted to impose strict, joint, and several liability on responsible parties. The domestic utility companies have sent waste materials to various disposal sites over the years. In addition, environmental laws now regulate certain of the companies' operating procedures and maintenance practices which historically were not subject to regulation. Some of Entergy's disposal sites have been the subject of governmental action under CERCLA, resulting in site clean-up activities. The domestic utility companies have particip ated to various degrees in accordance with their respective potential liabilities in such site clean-ups and have developed experience with clean-up costs. The affected companies have established reserves for such environmental clean-up and restoration activities.

Other Environmental Matters

Entergy Gulf States

Several class action and other suits have been filed in state and federal courts seeking relief from Entergy Gulf States and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Gulf States' premises (see "Litigation" below).

Entergy Gulf States is currently involved in a remedial investigation of the Lake Charles Service Center site, located in Lake Charles, Louisiana. A manufactured gas plant (MGP) is believed to have operated at this site from approximately 1916 to 1931. Coal tar, a by-product of the distillation process employed at MGPs, was apparently routed to a portion of the property for disposal. The same area has also been used as a landfill. In 1999, Entergy Gulf States signed a second Administrative Consent Order (AOC) with the EPA to perform removal action at the site. In 2002, approximately 7,400 tons of contaminated soil and debris were excavated and disposed of from an area within the service center. In 2003, a cap was constructed over the remedial area to prevent the migration of contamination to the surface. Entergy Gulf States anticipates commencement of a ten-year groundwater monitoring study upon issuance of a negotiated order by EPA. EPA is expected to issue the order in early 2004. Entergy Gulf States believes that its ultimate responsibility for this site will not materially exceed its existing clean-up provision of $11.6 million.

In 1994, Entergy Gulf States performed a site assessment in conjunction with a construction project at the Louisiana Station Generating Plant (Louisiana Station). In 1995, a further assessment confirmed subsurface soil and groundwater impact to three areas on the plant site. After validation, a notification was made to the LDEQ and a phased process was executed to remediate each area of concern. The final phase of groundwater clean up and monitoring at Louisiana Station is expected to continue through 2005. The remediation cost incurred through December 31, 2003 for this site was $6.5 million. Future costs are not expected to exceed the existing provision of $1 million.

Entergy Louisiana and Entergy New Orleans

Several class action and other suits have been filed in state and federal courts seeking relief from Entergy Louisiana and Entergy New Orleans and others for damages caused by the disposal of hazardous waste and for asbestos-related disease allegedly resulting from exposure on Entergy Louisiana's and Entergy New Orleans' premises (see "Litigation" below).

The Southern Transformer Shop located in New Orleans served both Entergy Louisiana and Entergy New Orleans. This transformer shop is now closed and environmental assessments are being performed and communications with EPA and LDEQ are underway to determine what remediation may be necessary. Based on preliminary findings, an expected clean-up cost of $750,000 has been reserved for this project.

During 1993, the LDEQ issued new rules for solid waste regulation, including regulation of wastewater impoundments. Entergy Louisiana and Entergy New Orleans have determined that certain of their power plant wastewater impoundments were affected by these regulations and chose to remediate and repair or close them. Completion of this work is pending LDEQ approval. LDEQ has issued notices of deficiencies for certain of these sites. As a result, recorded liabilities in the amounts of $5.8 million for Entergy Louisiana and $0.5 million for Entergy New Orleans existed at December 31, 2003 for wastewater remediation and repairs and closures. Management of Entergy Louisiana and Entergy New Orleans believes these reserves are adequate based on current estimates.

Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana

The Texas Commission on Environmental Quality (Commission) notified Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana in September through November 2003 that the Commission believes those entities are potentially responsible parties (PRPs) concerning contamination existing at the San Angelo Electric Service Company (SESCO) facility in San Angelo, Texas. The facility operated as a transformer repair and scrapping facility from the 1930s until 2003. Both soil and groundwater contamination exists at the site. Entergy Gulf States and Entergy Louisiana sent transformers to this facility during the 1980s. There has been no indication that Entergy Arkansas ever used this facility. Entergy Gulf States, Entergy Louisiana, and Entergy Arkansas have responded to an information request from the Commission and will continue to cooperate in this investigation. It is likely that Entergy Gulf States and Entergy Louisiana will be required to contribute to the remediation of contaminated gr oundwater at the site, but the contributions likely will be less than those of other SESCO customers that continued to use the site long after 1990, and the list of PRPs who likely will share in the cost is long. An estimate of liability cannot be provided at this time.

Litigation

Certain states in which Entergy operates have proven to be unusually litigious environments. Judges and juries in Louisiana, Mississippi, and Texas have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment in these states poses a significant business risk.

Ratepayer Lawsuits (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans)

Entergy New Orleans Fuel Clause Lawsuit

In April 1999, a group of ratepayers filed a complaint against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers. The plaintiffs seek treble damages for alleged injuries arising from the defendants' alleged violations of Louisiana's antitrust laws in connection with certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In particular, plaintiffs allege that Entergy New Orleans improperly included certain costs in the calculation of fuel charges and that Entergy New Orleans imprudently purchased high-cost fuel from other Entergy affiliates. Plaintiffs allege that Entergy New Orleans and the other defendant Entergy companies conspired to make these purchases to the detriment of Entergy New Orleans' ratepayers and to the benefit of Entergy's shareholders, in violation of Louisiana's antitrust laws. Plaintiffs als o seek to recover interest and attorneys' fees. Entergy filed exceptions to the plaintiffs' allegations, asserting, among other things, that jurisdiction over these issues rests with the City Council and FERC. If necessary, at the appropriate time, Entergy will also raise its defenses to the antitrust claims. The suit in state court has been stayed by stipulation of the parties pending a decision by the City Council in the proceeding discussed in the next paragraph.

Plaintiffs also filed this complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that results in a refund to customers of $11.3 million, including interest during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers.  The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish.

Entergy New Orleans Rate of Return Lawsuit

In April 1998, a group of residential and business ratepayers filed a complaint against Entergy New Orleans in state court in Orleans Parish purportedly on behalf of all ratepayers in New Orleans. The plaintiffs allege that Entergy New Orleans overcharged ratepayers by at least $300 million since 1975 in violation of limits on Entergy New Orleans' rate of return that the plaintiffs allege were established by ordinances passed by the Council in 1922. The plaintiffs seek, among other things, (i) a declaratory judgment that such franchise ordinances have been violated; and (ii) a remand to the Council for the establishment of the amount of overcharges plus interest. Entergy New Orleans believes the lawsuit is without merit. Entergy New Orleans has charged only those rates authorized by the Council in accordance with applicable law. In May 2000, a court of appeal granted Entergy New Orleans' exception to jurisdiction in the case and dismissed the proceeding. The Louisiana Supreme Cou rt denied the plaintiff's request for a writ of certiorari. The plaintiffs then commenced a similar proceeding before the Council. The plaintiffs and the advisors for the Council each filed their first round of testimony in January 2002. In their testimony, the plaintiffs allege that Entergy New Orleans earned in excess of the legally authorized rate of return during the period 1979 to 2000 and that Entergy New Orleans should be required to refund between $240 million and $825 million to its ratepayers. In the testimony submitted by the Council advisors, the advisors allege that Entergy New Orleans has not earned in excess of its authorized rate of return for the period at issue and that no refund is therefore warranted. A hearing scheduled in June 2002 was canceled and the proceeding has been continued without a proposed trial date.

In October 2002, plaintiffs moved to stay the entire regulatory proceeding pending resolution of their appeal in state court of the Council's denial of a motion in which they had sought to force the Council to recuse itself and to have the Council Advisors disqualified from representing the Council. In their motion to stay, plaintiffs also requested that the proceeding be stayed until the final resolution of a separate lawsuit filed by the Alliance for Affordable Energy against the Council seeking to force the Council to join the proceeding as a party-litigant. On January 24, 2003, a Louisiana State court judge dismissed both the plaintiffs' appeal and the Alliance's separate lawsuit on the ground that she did not have jurisdiction to adjudicate the claims. The plaintiffs appealed the ruling and in October 2003, the court of appeal affirmed the decision of the trial court. In November 2003, the plaintiffs filed a writ application seeking relief at the Louisiana Supreme Court, which was denied in February 2004. In December 2003, the Council Advisors filed a motion in the Council proceedings to bifurcate the hearing in this matter, such that the effect of the provision of the 1922 Ordinance in setting lawful rates would be considered first. Only if it is determined that this provision establishes a limitation, would the remaining issues be reached. No ruling has yet been made with respect to the motion to bifurcate.

Texas Power Price Lawsuit

In August 2003, a lawsuit was filed in the district court of Chambers County, Texas by Texas residents on behalf of a purported class apparently of the Texas retail customers of Entergy Gulf States who were billed and paid for electric power from January 1, 1994 to the present. The named defendants are Entergy Corporation, Entergy Services, Entergy Power, Entergy Power Marketing Corp., Arkansas Electric Cooperative Corporation and Entergy Arkansas. Entergy Gulf States is not a named defendant, but is alleged to be a co-conspirator.

Plaintiffs allege that the defendants implemented a "price gouging accounting scheme" to sell to plaintiffs and similarly situated utility customers higher priced power generated by the defendants while rejecting and/or reselling to off-system utilities, less expensive power offered and/or purchased from off-system suppliers and/or generated by the Entergy system. In particular, plaintiffs allege that the defendants manipulated and continue to manipulate the dispatch of generation so that power is purchased from affiliated expensive resources instead of buying cheaper off-system power.

Plaintiffs estimate that customers in Texas were charged at least $57 million above prevailing market prices for power. Plaintiffs seek actual, consequential and exemplary damages, costs and attorneys' fees, and disgorgement of profits. In September 2003, the Entergy defendants removed the lawsuit to the federal court in Galveston, and in October 2003, filed a pleading seeking dismissal of the plaintiffs' claims. In October 2003, the plaintiffs filed a motion to remand the case to state court. In January 2004, the federal court determined that it did not have jurisdiction over the subject matter of the lawsuit, and remanded the case to the state district court in Chambers County. Management cannot predict the outcome of this litigation at this time.

Entergy Gulf States Merger Savings Lawsuit

In February 2002, various plaintiffs, who claim to be customers of Entergy Gulf States in Texas and further claim to be class representatives for all other similarly situated customers, filed a lawsuit against Entergy Gulf States and Entergy Corporation in the district court of Jefferson County, Texas. The petition alleges that Entergy Corporation and Entergy Gulf States violated the 1993 agreement entered by parties to the Entergy-Gulf States Utilities merger docket in Texas by failing to pass 100% of Texas retail non-fuel merger-related savings to Entergy Gulf States' ratepayers in Texas beginning on January 1, 2002. The petition alleges that the non-fuel merger-related savings accrue at a rate of about $2 million per month. The petition seeks damages, exemplary damages, and attorney's fees and costs, in addition to certification of the case as a class action. The district court has denied Entergy Gulf States' and Entergy Corpor ation's motions to transfer venue and to dismiss or abate on the basis of the PUCT's jurisdiction over this matter. In September 2002, Entergy Gulf States and Entergy Corporation sought mandamus relief at the Ninth District Court of Appeals which was denied. After the Court of Appeals denied rehearing, in January 2003, Entergy Corporation and Entergy Gulf States filed a petition for mandamus relief at the Texas Supreme Court. The PUCT has filed an amicus brief concurring in Entergy Gulf States' position that the matters at issue in the lawsuit fall within the PUCT's exclusive jurisdiction. The Texas Supreme Court heard oral argument in November 2003. Management cannot predict the outcome of this litigation at this time.

Entergy Louisiana Formula Ratemaking Plan Lawsuit

In May 1998, a group of ratepayers filed a complaint against Entergy Louisiana and the LPSC in state court in East Baton Rouge Parish purportedly on behalf of all Entergy Louisiana ratepayers. The plaintiffs allege that the formula ratemaking plan authorized by the LPSC has allowed Entergy Louisiana to earn amounts in excess of a fair return. The plaintiffs seek, among other things, (i) a declaratory judgment that the formula ratemaking plan is an improper ratemaking practice; and (ii) a refund of the amounts allegedly charged in excess of proper ratemaking practices. This case has not been active, and abandonment issues are being evaluated. At this time, management cannot determine the amount of damages being sought.

Street Lighting Lawsuit (Entergy New Orleans)

In February 2002, the City of New Orleans (City) filed a petition against Entergy New Orleans in state court in Orleans Parish, seeking declaratory relief, injunctive relief, an unspecified amount of monetary damages, and attorney and consulting fees and costs. The City's petition alleged that Entergy New Orleans had breached its obligations to the City related to the provision of street lighting maintenance services. After mediation, the City dismissed its lawsuit with prejudice in October 2002 and the parties agreed that any amounts that may be owed by Entergy New Orleans will be determined by an independent third party audit. In December 2003 the audit concluded, and Entergy New Orleans paid the City $6.7 million to resolve the proceeding and terminate the contract with the City to provide street lighting services.

Murphy Oil Lawsuit (Entergy Corporation and Entergy Louisiana)

Residents located near the Murphy Oil Refinery in Meraux, Louisiana filed several lawsuits in state court in St. Bernard Parish, Louisiana against Murphy Oil, Entergy Louisiana, and others for injuries they allegedly suffered as a result of an explosion at the refinery in June 1995. The lawsuits were consolidated and a class of plaintiffs was certified. Plaintiffs alleged, among other things, that an electrical fault at an Entergy Louisiana substation contributed to causing the explosion. Murphy Oil filed a cross-claim against Entergy Louisiana based on the same allegation, in which Murphy Oil seeks recovery of any damages it has paid to the plaintiffs. Claiborne P. Deming, who became a director of Entergy Corporation in 2002, is the President and Chief Executive Officer of Murphy Oil.

Murphy Oil and other defendants settled with the plaintiffs for $8.8 million, but Entergy Louisiana did not participate in the settlement. Entergy Louisiana continues to defend itself in the proceeding. Entergy Louisiana also has insurance in place for claims of this type. A trial for the remaining parties in the proceeding was held in September 2003 and a decision is pending.

Fiber Optic Cable Litigation (Entergy Corporation, Entergy Gulf States, and Entergy Louisiana)

In 1998, a group of property owners filed a class action suit against Entergy Corporation, Entergy Gulf States, Entergy Services and ETHC in state court in Jefferson County, Texas purportedly on behalf of all property owners in each of the states throughout the Entergy service area who have conveyed easements to the defendants. The lawsuit alleged that Entergy installed fiber optic cable across their property without obtaining appropriate easements. The plaintiffs sought actual damages for the use of the land and a share of the profits made through use of the fiber optic cables and punitive damages. The state court petition was voluntarily dismissed, and the plaintiffs commenced a class action suit with the same claims in the United States District Court in Beaumont, Texas. Both sides have filed motions for summary judgment, which were heard by the court in late 2001. In 2003, the district judge ruled that as a matter of law, all of the Texas easements permit Entergy to utilize the fi ber for their own communications. Further, the Court ruled that approximately two-thirds of the Texas easements allow Entergy to use the fiber for external or third party communications. Entergy believes that any damages suffered by the remaining one-third plaintiff landowners are negligible and that there is no basis for the claim seeking a share of profits. The Court has scheduled a class certification hearing for March 17, 2004. At this time, management cannot determine the specific amount of damages being sought.

Several property owners have filed a class action suit against Entergy Louisiana, Entergy Services, ETHC, and Entergy Technology Company in state court in St. James Parish, Louisiana purportedly on behalf of all property owners in Louisiana who have conveyed easements to the defendants. The lawsuit alleges that Entergy installed fiber optic cable across their property without obtaining appropriate easements. The plaintiffs seek actual damages for the use of the land and a share of the profits made through use of the fiber optic cables and punitive damages. Entergy removed the case to federal court in New Orleans; however, the District Court remanded the case back to state court. Entergy is appealing this ruling. On December 23, 2003, the state court held a class certification hearing. In January 2004 the judge advised the parties that he would certify a class, but, to date, he has not entered his judgment. Once the judgment is entered, Entergy will appeal the dec ision. At this time, management cannot determine the specific amount of damages being sought.

Asbestos and Hazardous Waste Suits (Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, Entergy New Orleans, and Entergy Mississippi as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Many other defendants are named in these lawsuits as well. Currently, there are approximately 419 lawsuits involving just over 7,000 claims. Reserves have been established that should be adequate to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement, while new coverage is being secured to minimize anticipated future potential exposures. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to the companies' financial position or results of o peration.

Employment Litigation (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Entergy Corporation and the domestic utility companies are defendants in numerous lawsuits that have been filed by former employees alleging that they were wrongfully terminated and/or discriminated against on the basis of age, race, and/or sex. Entergy Corporation and the domestic utility companies are vigorously defending these suits and deny any liability to the plaintiffs. However, no assurance can be given as to the outcome of these cases, and at this time management cannot estimate the total amount of damages sought.

Included in the employment litigation are two cases filed in state court in Claiborne County, Mississippi in December 2002. The two cases were filed by former employees of Entergy Operations who were based at Grand Gulf. Entergy Operations and Entergy employees are named as defendants. The cases make employment-related claims, and seek in total $53 million in alleged actual damages and $168 million in punitive damages. Entergy cannot predict the ultimate outcome of this proceeding.

Power Generation Mexico, Inc. Lawsuit

Power Generation Mexico, Inc. (PGI) filed suit against Entergy Power Development Corporation (EPDC), Entergy Power Netherlands Company, B.V., and Entergy Corporation in the San Francisco Superior Court in May 2001. PGI asserts that EPDC agreed to develop several power projects and to receive certain fees and equity interest for its efforts, and that EPDC failed to fulfill its obligations and deliberately frustrated development of the projects, allegedly to PGI's detriment. PGI seeks damages that in the discovery process it claims to be approximately $21 million. Entergy has filed a cross complaint alleging fraud and breach of the development agreement. Trial is set to commence in April 2004. Entergy cannot predict the ultimate outcome of this proceeding.

Futures and Options Trading Lawsuit

On August 18, 2003, Cornerstone Propane Partners, L.P. filed a lawsuit in the United States District Court for the Southern District of New York against 40 named defendants, including Entergy-Koch Trading and Entergy Corporation. The lawsuit was filed on behalf of a purported class of all persons who purchased and/or sold natural gas futures and options contracts traded on the New York Mercantile Exchange (NYMEX) between January 1, 2000 and December 31, 2002 and who suffered losses by reason of the defendants' alleged manipulation of the natural gas market. The plaintiffs amended their complaint in January 2004 and did not rename Entergy Corporation as a defendant. Entergy Corporation was dismissed as a defendant in the proceeding in February 2004. Entergy-Koch Trading remains a defendant in the proceeding.

Research Spending

Entergy is a member of the Electric Power Research Institute (EPRI). EPRI conducts a broad range of research in major technical fields related to the electric utility industry. Entergy participates in various EPRI projects based on Entergy's needs and available resources. The domestic utility companies contributed $1.5 million in 2003, $2.1 million in 2002, and $4 million in 2001 to EPRI. The Non-Utility Nuclear business contributed $3 million in 2003 and 2002 and $2 million in 2001 to EPRI.

Employees

Employees are an integral part of Entergy's commitment to serving its customers. As of December 31, 2003, Entergy employed 14,773 people.

Entergy Arkansas	1,516
Entergy Gulf States	1,676
Entergy Louisiana	918
Entergy Mississippi	810
Entergy New Orleans	375
System Energy	-
Entergy Operations	2,902
Entergy Services	2,755
Entergy Nuclear Operations	3,357
Other subsidiaries	255
Total Full-time	14,564
Part-time	209
Total Entergy	14,773

Approximately 4,900 employees are represented by the International Brotherhood of Electrical Workers Union, the Utility Workers Union of America, and the International Brotherhood of Teamsters Union.

ENTERGY ARKANSAS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2003 Compared to 2002

Net income decreased $9.6 million due to a decrease in net revenue, an increase in depreciation and amortization expenses, and an increase in the effective income tax rate for 2003 compared to 2002. The decrease was substantially offset by a decrease in other operation and maintenance expenses, an increase in other income, and decreased interest charges.

2002 Compared to 2001

Net income decreased $42.5 million due to increases in other operation and maintenance expenses and depreciation and amortization expenses and a decrease in other income. The decrease was partially offset by an increase in net revenue and decreased interest charges.

Net Revenue

2003 Compared to 2002

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2003 to 2002.

	(In Millions)
2002 net revenue	$1,095.9
March 2002 settlement agreement	(154.0)
Volume/weather	(7.7)
Asset retirement obligation	30.1
Net wholesale revenue	16.6
Energy cost recovery true-up	10.2
Other	7.6
2003 net revenue	$998.7

The March 2002 settlement agreement resolved a request for recovery of ice storm costs incurred in December 2000 with an offset of those costs for funds contributed to pay for future stranded costs. A 1997 settlement provided for the collection of earnings in excess of an 11% return on equity in a transition cost account (TCA) to offset stranded costs if retail open access were implemented. In May 2002, Entergy Arkansas filed its 2001 earnings evaluation report with the APSC. In June 2002, the APSC approved a final contribution of $5.9 million to the TCA.

In mid- and late December 2000, two separate ice storms left 226,000 and 212,500 Entergy Arkansas customers, respectively, without electric power in its service area. Entergy Arkansas filed a proposal to recover costs plus carrying charges associated with power restoration caused by the ice storms. In an order issued in June 2001, the APSC decided not to give final approval to Entergy's proposed storm cost recovery at that time. The APSC action resulted in the deferral in 2001 of storm damage costs expensed in 2000 as reflected in Entergy Arkansas' financial statements. Entergy Arkansas then filed its final storm damage cost determination, which reflected costs of approximately $195 million. In May 2002, the APSC approved a settlement agreement submitted by Entergy Arkansas, the APSC staff, and the Arkansas Attorney General. In the March 2002 settlement, the parties agreed that $153 million of the ice storm costs would be classified as incremental ice storm expenses that can be offset against the TCA on a rate class basis, and any excess of ice storm costs over the amount available in the TCA would be deferred and amortized over 30 years, although such excess costs were not allowed to be included as a separate component of rate base. The allocated ice storm expenses exceeded the available TCA funds by $15.8 million which was recorded as a regulatory asset in June 2002. In accordance with the settlement agreement and following the APSC's approval of the 2001 earnings review, Entergy Arkansas filed to return $18.1 million of the TCA to certain large general service class customers that paid more into the TCA than their allocation of storm costs. The APSC approved the return of funds to the large general service customer class in the form of refund checks in August 2002. As part of the implementation of the March 2002 settlement agreement provisions, the TCA pr ocedure ceased with the 2001 earnings evaluation.

Of the remaining ice storm costs, $32.2 million was addressed through established ratemaking procedures, including $22.2 million classified as capital additions, while $3.8 million of the ice storm costs was not recovered through rates.

The effect on net income of the March 2002 settlement agreement and 2001 earnings review is a $2.2 million increase in 2003, because of the offsetting decrease in operation and maintenance expenses discussed below.

The volume/weather variance is the result of less favorable sales volume primarily due to the effect of colder winter weather in December 2002.

The asset retirement obligation variance is due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase is offset by an increase in decommissioning expense and has no effect on net income.

The net wholesale revenue variance is primarily due to an increase in sales volume to Entergy New Orleans pursuant to a purchased power agreement and also due to higher wholesale prices and volume.

The energy cost recovery true-up refers to the difference between the estimated deferred fuel expense and the actual calculation of recoverable fuel expense, which occurs on an annual basis. In 2002, the deferred fuel expense estimate was larger than the actual recoverable fuel expense, which decreased net revenue. In 2003, the actual recoverable fuel expense was larger than the deferred fuel expense estimate, which increased net revenue.

Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

Gross operating revenues increased primarily due to an increase of $95.7 million in gross wholesale revenue due to the same factors that increased net wholesale revenue and also due to increased sales to affiliates in addition to the Entergy New Orleans sales mentioned above. The increase was partially offset by a decrease of $74.4 million in fuel cost recovery revenues due to a decrease in the annual recovery rider in October 2002 (fuel cost recovery revenues are discussed in Note 2 to the domestic utility companies and System Energy financial statements).

Fuel and purchased power expenses decreased primarily due to the displacement of higher-priced natural gas generation by lower-priced purchased power and coal generation.

Other regulatory credits decreased primarily due to the March 2002 settlement agreement and 2001 earnings review mentioned above, which increased other regulatory credits in 2002 to offset other operation and maintenance expenses of $159.9 million related to the December 2000 ice storms. The decrease was partially offset by the asset retirement obligation mentioned above, which increased regulatory credits in 2003 to offset the increase in decommissioning expense.

2002 Compared to 2001

Following is an analysis of the change in net revenue comparing 2002 to 2001.

	(In Millions)
2001 net revenue	$982.5
March 2002 settlement agreement	180.7
Volume/weather	20.3
System Energy refund in 2001	(62.7)
Net wholesale revenue	(22.9)
Other	(2.0)
2002 net revenue	$1,095.9

The March 2002 settlement agreement is discussed above. The effect on net income in 2002 is a decrease of $2.2 million.

The volume/weather variance is due to an increase in electricity usage in the service territory. Billed usage increased a total of 191 GWh in the residential and commercial sectors.

The effect of the System Energy refund resulted from System Energy's application to FERC in May 1995 for a rate increase, which it implemented in December 1995, subject to refund. The request sought changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. In July 2000, FERC approved a lower rate of return than the rate sought by System Energy. Upon receipt of a final FERC order in July 2001, Entergy Arkansas recorded entries to spread the impacts of FERC's order to the various revenue, expense, asset, and liability accounts affected, as if the order had been in place since commencement of the case in 1995. The accounting entries necessary to record the effects of the order reduced Entergy Arkansas' purchased power expenses by $62.7 million in 2001, which resulted in a corresponding increase in net revenue in 2001.

The net wholesale revenue variance is primarily due to a decrease in volume and revenue related to sales to municipalities and co-operatives, partially due to the expiration of a municipal wholesale customer contract in June 2002.

Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

Gross operating revenues decreased primarily due to a decrease of $120.9 million in gross wholesale revenue due to the same factors that decreased net wholesale revenue, as well as a decrease in the average price of energy sold to affiliated wholesale customers. The decrease was also due to a decrease of $91.8 million in fuel cost recovery revenues due to decreases in the annual recovery rider in April 2002 and again in October 2002.

Fuel and purchased power expenses decreased primarily due to a decrease in the market prices of natural gas and purchased power.

Other regulatory credits increased primarily due to the March 2002 settlement agreement and 2001 earnings review discussed above.

Other Income Statement Variances

2003 Compared to 2002

Other operation and maintenance expenses decreased primarily due to expenses in 2002 of $159.9 million due to the March 2002 settlement agreement and 2001 earnings review which allowed Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts (which is offset by a corresponding decrease in other regulatory credits and has no effect on net income). Decreases of $18.7 million in administrative and general expenses and $4.7 million in contract labor costs also contributed to the decrease. The decrease was partially offset by the following:

• voluntary severance accruals of $31.8 million in 2003; and
• an increase of $10.4 million in benefits costs.

Decommissioning expense increased due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." The increase in decommissioning expense is offset by increases in other regulatory credits and interest and dividend income and has no effect on net income.

Depreciation and amortization expenses increased primarily due to an increase in plant in service.

Other income increased primarily due to:

• an increase of $7.3 million in interest and dividend income due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." As mentioned above, the increase is offset in decommissioning expense and has no effect on net income; and
• an increase of $4.8 million in the allowance for equity funds used during construction due to an increase in construction work in progress.

Interest charges decreased primarily due to:

• an increase in interest expense in 2002 resulting from a true-up of the annual fuel recovery rider in March 2002 of $4.5 million;
• interest recorded in 2002 of $4.1 million (offset by a corresponding decrease in other regulatory credits and has no effect on net income) on the transition cost account obligation, which is now terminated as a result of the March 2002 settlement agreement; and
• an increase of $3.0 million in the allowance for borrowed funds used during construction due to an increase in construction work in progress.

2002 Compared to 2001

Other operation and maintenance expenses increased primarily due to:

• increased expenses of $159.9 million due to the March 2002 settlement agreement and 2001 earnings review which allowed Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts (offset by an increase in other regulatory credits and has no effect on operating income);
• increased expenses of $24.5 million due to the reversal in 2001 of ice storm costs previously charged to expense in 2000;
• an increase of $10.3 million in benefit costs; and
• an increase in expense of $6.6 million to reflect the current estimate of the liability for the future disposal of low-level radioactive waste materials.

The increase in other operation and maintenance expenses was partially offset by a $16 million decrease due to turbine refurbishing costs expensed in 2001 at a plant after its lease expired.

Depreciation and amortization expenses increased due to an increase in plant in service combined with revisions made to the useful lives of certain intangible plant assets to more appropriately reflect their actual lives, which lowered expense in 2001 in accordance with regulatory treatment.

Other income decreased primarily due to a decrease in interest income of $7.1 million recorded on the deferred fuel balance due to the balance shifting from an asset to a liability in 2002.

Interest charges decreased primarily due to:

• a decrease of $3.3 million due to a lower interest rate on spent nuclear fuel disposal costs;
• decreased interest of $2.8 million on intercompany money pool borrowings due to Entergy Arkansas being in a lending position in 2002; and
• interest expense of $2.7 million in 2001 on a $63 million credit facility that was outstanding in 2001 but not in 2002.

Income Taxes

The effective income tax rates for 2003, 2002, and 2001 were 45.5%, 34.5%, and 37.3%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

		2003	2002	2001
		(In Thousands)
Cash and cash equivalents at beginning of period		$95,513	$103,466	$7,838
Cash flow provided by (used in):
	Operating activities	437,520	357,421	413,178
	Investing activities	(337,509)	(249,438)	(326,602)
	Financing activities	(186,690)	(115,936)	9,052
	Net increase (decrease) in cash and cash equivalents	(86,679)	(7,953)	95,628
Cash and cash equivalents at end of period		$8,834	$95,513	$103,466

Operating Activities

Cash flow from operations increased $80.1 million in 2003 compared to 2002 primarily due to income taxes paid of $2.2 million in 2003 versus income taxes paid of $83.9 million in 2002, and money pool activity. The increase in cash flow from operations was partially offset by an increase in deferred fuel costs in 2003 versus a decrease in 2002.

Entergy Arkansas' receivables from or (payables) to the money pool were as follows as of December 31 for each of the following years:

2003	2002	2001	2000
(In Thousands)
($69,153)	$4,279	$23,794	($30,719)

Money pool activity provided $73.4 million of Entergy Arkansas' operating cash flow in 2003, provided $19.5 million in 2002, and used $54.5 million in 2001. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

Cash flow from operations decreased $55.8 million in 2002 compared to 2001 primarily due to an increase in income taxes paid.

Investing Activities

The increase of $88.1 million in net cash used in investing activities in 2003 compared to 2002 was primarily due to an increase in construction expenditures of $57.4 million and the maturity of $38.4 million of other temporary investments in the first quarter of 2002. Construction expenditures increased primarily due to the following:

• a FERC ruling that shifted responsibility for transmission upgrade work performed for independent power producers to Entergy Arkansas; and
• ANO 1 steam generator, reactor vessel head and transformer replacement projects.

The decrease of $77.2 million in net cash used in investing activities in 2002 was primarily due to the aforementioned $38.4 million of other temporary investments made in 2001 that provided cash in 2002 upon maturity.

Financing Activities

The increase of $70.8 million in net cash used in financing activities in 2003 compared to 2002 was primarily due to the net redemption of $109.3 million of long-term debt in 2003 compared to the net issuance of $18.4 million in 2002, partially offset by the payment of $56.3 million less in common stock dividends during the same period.

Entergy Arkansas used $115.9 million of cash in financing activities in 2002 compared to providing $9.1 million of cash in 2001 primarily due to a net issuance of $18.4 million of long-term debt in 2002 compared to a net issuance of $97.4 million in 2001. An increase of $43.4 million in common stock dividends paid to Entergy Corporation also contributed to the decrease in net cash provided.

See Note 5 to the domestic utility companies and System Energy financial statements for details on long-term debt.

Uses of Capital

Entergy Arkansas requires capital resources for:

• construction and other capital investments;
• debt and preferred stock maturities;
• working capital purposes, including the financing of fuel and purchased power costs; and
• dividend and interest payments.

Following are the amounts of Entergy Arkansas' planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

	2004	2005-2006	2007-2008	after 2008	Total
	(In Millions)
Planned construction and
capital investment (1)	$285	$614	N/A	N/A	$899
Long-term debt	$-	$147	$-	$1,191	$1,338
Capital lease obligations	$10	$15	$5	$3	$33
Operating leases	$21	$34	$23	$62	$140
Purchase obligations (2)	$504	$837	$836	$3,352	$5,529
Nuclear fuel lease obligations (3)	$52	$51	N/A	N/A	$103

(1)	Includes $190 million each year for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.
(2)	As defined by SEC rule. For Entergy Arkansas almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 9 to the domestic utility companies and System Energy financial statements.
(3)	It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

On July 25, 2002, the Board authorized Entergy Arkansas and Entergy Operations to replace the ANO 1 steam generators and reactor vessel closure head. Entergy management estimates the cost of the fabrication and replacement to be approximately $235 million, of which approximately $135 million will be incurred through 2004. Management expects that the replacement will occur during a planned refueling outage in 2005. Entergy Arkansas filed in January 2003 a request for a declaratory order by the APSC that the investment in the replacement is in the public interest analogous to the order received in 1998 prior to the replacement of the steam generators for ANO 2. The APSC found that the replacement is in the public interest in a declaratory order issued in May 2003. See ''Nuclear Matters'' below for further discussion of the ANO 1 steam generators and reactor vessel closure head.

In addition to the steam generators and reactor vessel closure head replacement, the planned capital investment estimate for Entergy Arkansas also reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, market volatility, economic trends, environmental compliance, and the ability to access capital. Management provides more information on construction expenditures and long-term debt and preferred stock maturities in Notes 5, 7, and 9 to the domestic utility companies and System Energy financial statements.

As a wholly-owned subsidiary, Entergy Arkansas pays dividends to Entergy Corporation from its earnings at a percentage determined monthly. Entergy Arkansas is restricted by long-term debt indentures in the payment of cash dividends or other distributions on its common and preferred stock. As of December 31, 2003, Entergy Arkansas had restricted retained earnings unavailable for distribution to Entergy Corporation of $309.4 million.

Sources of Capital

Entergy Arkansas' sources to meet its capital requirements include:

• internally generated funds;
• cash on hand;
• debt issuances; and
• bank financing under new or existing facilities.

In 2003, Entergy Arkansas issued $365 million of long-term debt and used the net proceeds, combined with the proceeds from a $100 million November 2002 issuance, to redeem outstanding debt of $470 million. Entergy Arkansas is expected to continue refinancing or redeeming higher-cost debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common and preferred stock issuances by Entergy Arkansas require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy Arkansas has sufficient capacity under these tests to meet its foreseeable capital needs.

Short-term borrowings by Entergy Arkansas, including borrowings under the money pool, are limited to an amount authorized by the SEC, which is $235 million. Under the SEC order authorizing the short-term borrowing limits, Entergy Arkansas cannot incur new short-term indebtedness if its common equity would comprise less than 30% of its capital. Entergy Arkansas has a 364-day credit facility available with an expiration date of April 2004 in the amount of $63 million, of which none was drawn at December 31, 2003. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Arkansas' short-term borrowing limits.

Significant Factors and Known Trends

Utility Restructuring

Major changes are occurring in the wholesale and retail electric utility business, including in the electric transmission business. In April 1999, the Arkansas legislature enacted Act 1556, the Arkansas Electric Consumer Choice Act, providing for competition in the electric utility industry through retail open access. In December 2001, the APSC recommended to the Arkansas General Assembly that legislation be enacted during the 2003 legislative session to either repeal Act 1556 or further delay retail open access until at least 2010. In February 2003, the Arkansas legislature voted to repeal Act 1556 and the repeal was signed into law by the governor.

At FERC, restructuring at the wholesale level has begun but has been delayed. It is too early to predict the ultimate effects of changes in U.S. energy markets. Restructuring issues are complex and are continually affected by events at the national, regional, state, and local levels. However, these changes may result, in the long term, in fundamental changes in the way traditional integrated utilities and holding company systems, like the Entergy system, conduct their business. Some of these changes may be positive for Entergy, while others may not be.

System Agreement Proceedings

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generation and transmission facilities pursuant to the terms of the System Agreement. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

The LPSC and the Council commenced a proceeding at FERC in June 2001. Pursuant to a settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. In this proceeding, the LPSC alleges that the rough production cost equalization required by FERC under the System Agreement and the Unit Power Sales Agreement has been disrupted by changed circumstances. The LPSC requests that FERC amend the System Agreement or the Unit Power Sales Agreement or both to achieve full production cost equalization or to restore rough production cost equalization. The complaint does not seek a change in the total amount of the costs allocated by either the System Agreement or the Unit Power Sales Agreement. In addition the LPSC alleges that provisions of the System Agreement relating to minimum-run and must-run units, the methodology of billing versus dispatch, and the use of a rolling twelve-month average of system peaks, increase costs paid by ratepayers in the LPSC's jurisdiction. Several parties intervened in the proceeding, including the APSC and the MPSC. The APSC and the MPSC responses opposed the relief sought by the LPSC.

In its complaint, the LPSC alleges that Entergy Arkansas' annual production costs over the period 2002 to 2007 will be $130 million to $278 million under the average for the domestic utility companies. This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of Entergy Arkansas, alt hough neither the timing nor the outcome of the proceedings at FERC can be predicted at this time. In February 2002, the FERC set the matter for hearing and established a refund effective period consisting of the 15 months following September 13, 2001. A subsequent extension of the procedural schedule extended the refund effective period by 120 days.

In January 2003 the domestic utility companies filed testimony in the case, showing that over the life of the System Agreement the relative total production costs of the domestic utility companies are roughly equal, and suggesting that no changes to the System Agreement such as those sought by the LPSC are appropriate. In April 2003, witnesses on behalf of the FERC staff filed testimony in the proceeding suggesting that full production cost equalization should not be adopted by the FERC in this case, and that when measured over a suitably long period, the total production costs of the domestic utility companies were roughly equal and were likely to remain so, given the Entergy System's proposed resource plan. Hearings in the proceeding ended in late-August 2003. The Initial Decision of the FERC ALJ was released on February 6, 2004. The ALJ concludes that full production cost equalization should not be implemented; that the Entergy System currently is not in rough production cost equaliz ation and is not likely to be in rough production cost equalization for the foreseeable future; and that the appropriate remedy to achieve rough equalization is to have the low cost companies compensate the high cost companies whenever one or more companies' annual total production costs from 2003 forward differ by more than +/- 7.5% from the Entergy System average annual total production costs, or whenever the three year average of one or more companies' total production costs (commencing with the three years 2004 through 2006, and yearly thereafter) differ by more than +/- 5% from the Entergy System average total production costs during any three year cycle. In the calculation of what each company's total production costs are, the ALJ determined that the full cost of Vidalia project power purchases by Entergy Louisiana should be included, but the ALJ rejected other adjustments proposed by the LPSC. Also, the ALJ determined that the average of the four highest monthly demand peaks for the year (4 CP) shou ld be used for calculating reserve sharing costs, rather than the current 12 CP method. Finally, the ALJ determined that there is no valid issue concerning "billing versus dispatch" in the rate schedule by which exchange energy is priced, MSS-3, that MSS-3 has not been misapplied or misinterpreted by Entergy, and that MSS-3 should not be changed.  The ALJ's Initial Decision did not specifically address refund exposure.

Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in April 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

Market and Credit Risks

Entergy Arkansas has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

Interest Rate and Equity Price Risk - Decommissioning Trust Funds

Entergy Arkansas' nuclear decommissioning trust funds are exposed to fluctuations in equity prices and interest rates. The NRC requires Entergy Arkansas to maintain trusts to fund the costs of decommissioning ANO 1 and ANO 2. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the ANO trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1 and 9 to the domestic utility companies and System Energy financial statements.

State and Local Rate Regulatory Risks

The rates that Entergy Arkansas charges for its services are an important item influencing Entergy Arkansas' financial position, results of operations, and liquidity. Entergy Arkansas is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the APSC, is primarily responsible for approval of the rates charged to customers. Entergy Arkansas' fuel costs recovered from customers are also subject to regulatory scrutiny.

Nuclear Matters

Entergy Arkansas owns and operates, through an affiliate, ANO 1 and 2. Entergy Arkansas is, therefore, subject to the risks related to owning and operating nuclear plants. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of either ANO 1 or 2, Entergy Arkansas may be required to file with the APSC a rate mechanism to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

In August 2001, the NRC issued a bulletin requesting all pressurized water reactor owners and operators to report on the structural integrity of their reactor vessel head penetration nozzles to justify continued operations past December 31, 2001. These types of reactors are susceptible to stress corrosion cracking of the reactor vessel head nozzles. ANO 1 and 2 are pressurized water reactors. In March 2001, an inspection of ANO 1 revealed one leaking control rod drive mechanism nozzle, which was subsequently repaired. During a planned refueling outage that began in October 2002, visual inspection of the reactor vessel head at ANO 1 revealed one nozzle leak. Further ultrasonic testing showed the presence of seven additional minor indications that could potentially develop into leaks. Entergy Arkansas made repairs during the outage. Entergy Arkansas has received favorable responses from the NRC for continued operations of ANO 1 and 2.

Inspections of the ANO 1 steam generators during planned outages also have revealed cracks in certain steam generator tubes, which have been repaired, plugged, or left in-service using a NRC approved alternate repair criteria. The current condition and number of cracks are within acceptable NRC criteria to allow the unit to remain in operation and ANO 1 output has not been affected to date. Using current projections of steam generator tube plugging, the current best estimate is that replacement of the ANO Unit 1 steam generators will be required by 2013, but management decided that replacement of the generators during a scheduled refueling outage in September 2005 was prudent. Entergy Operations currently does not expect ANO Unit 1 to have to conduct mid-cycle outages for steam generator inspection before 2005. ANO 2's steam generators were replaced during a refueling outage in the second half of 2000.

In December 2001, Entergy issued a request for proposal to provide replacement steam generators for ANO 1. Entergy subsequently entered a contract for delivery of the replacement generators in August 2005 in time for installation during the scheduled refueling outage. In January 2003, Entergy Arkansas filed a Petition for Declaratory Order to request a finding by the APSC that replacement of the steam generators and reactor vessel closure head at ANO 1 is in the public interest. The APSC found that the replacement is in the public interest in a declaratory order issued in May 2003.

Environmental Risks

Entergy Arkansas' facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Arkansas is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

The preparation of Entergy Arkansas' financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in Entergy Arkansas' financial statements.

Nuclear Decommissioning Costs

Regulations require that ANO 1 and ANO 2 be decommissioned after the facilities are taken out of service, and funds are collected and deposited in trust funds during the facilities' operating lives in order to provide for this obligation. Entergy Arkansas conducts periodic decommissioning cost studies (typically updated every five years) to estimate the costs that will be incurred to decommission the facilities. See Note 9 to the domestic utility companies and System Energy financial statements for details regarding Entergy Arkansas' obligation recorded for its estimated decommissioning liability. The following key assumptions have a significant effect on these estimates:

• Cost Escalation Factors - Entergy Arkansas' decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor approximating CPI-U. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.

• Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. While the impact of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can significantly decrease the present value of these obligations.

• Spent Fuel Disposal - Federal regulations require the Department of Energy to provide a permanent repository for the storage of spent nuclear fuel, and legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. However, until this site is available, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant impact (as much as 16% of estimated decommissioning costs). These estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.

• Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant impact on cost estimates. The impact of these potential changes is not presently determinable. Entergy Arkansas' decommissioning cost studies assume current technologies and regulations.

Through 2001, Entergy Arkansas collected the projected costs of decommissioning ANO 1 and ANO 2 through rates charged to customers. Now, based on assumptions approved by the APSC, including an assumed license extension for ANO 2 (ANO 1's license has actually been extended) and the sufficiency of previously collected funds, Entergy Arkansas is not collecting the cost to decommission ANO 1 and 2 in its current rates. The assumptions will be reviewed annually and reflected in Entergy Arkansas' filing of its annual determination of the nuclear decommissioning rate rider. The amounts that were collected through rates, which were based upon decommissioning cost studies, were deposited in decommissioning trust funds.

Prior to the implementation of SFAS 143, the obligations recorded by Entergy Arkansas for decommissioning were classified as a component of accumulated depreciation. The amounts recorded for these obligations were comprised of collections from customers and earnings on the trust funds.

SFAS 143

Entergy Arkansas implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy Arkansas' asset retirement obligations, and the measurement and recording of Entergy Arkansas' decommissioning obligations outlined above changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

• Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of Entergy Arkansas to increase significantly, as Entergy Arkansas had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
• Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy Arkansas' decommissioning studies to date have been based on Entergy Arkansas performing the work, and have not included any such margins or premiums. Inclusion of these items increases cost estimates.
• Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

The net effect of implementing this standard for Entergy Arkansas was recorded as a regulatory asset, with no resulting impact on Entergy Arkansas' net income. Entergy Arkansas recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Arkansas to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation, assets and liabilities increased by approximately $532 million in 2003 as a result of recording the asset retirement obligation at its fair value as determined under SFAS 143, increasing total utility plant by $106 million, reducing accumulated depreciation by $252 million, and recording the related regulatory asset of $174 million.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$953	$18,603
Rate of return on plan assets	(0.25%)	$1,106	-
Rate of increase in compensation	0.25%	$654	$4,917

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$914	$4,696
Discount rate	(0.25%)	$511	$5,333

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

Total pension cost for Entergy Arkansas in 2003 was $18.3 million, including a $10.8 million charge related to the Voluntary Severance Program. Entergy Arkansas is projecting 2004 pension cost to be $14.6 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. Entergy Arkansas was not required to make contributions to its pension plan in 2003, however it anticipates making $5.3 million in contributions in 2004.

Due to negative pension plan asset returns from 2000 to 2002, Entergy Arkansas' accumulated benefit obligation at December 31, 2003 and 2002 exceeded plan assets. As a result, Entergy Arkansas was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 Entergy Arkansas increased its additional minimum liability to $54.9 million from $29.6 million at December 31, 2002. Entergy Arkansas increased its intangible asset for the unrecognized prior service cost to $13.3 million at December 31, 2003 from $10.6 million at December 31, 2002. Entergy Arkansas also increased the regulatory asset to $41.6 million at December 31, 2003 from $19 million at December 31, 2002. Net income for 2003 and 2002 were not impacted.

Total postretirement health care and life insurance benefit costs for Entergy Arkansas in 2003 were $29.4 million, including a $10.1 million charge related to the Voluntary Severance Program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. Entergy Arkansas expects 2004 postretirement health care and life insurance benefit costs to approximate $18.2 million.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy Arkansas, Inc.:

We have audited the accompanying balance sheets of Entergy Arkansas, Inc. as of December 31, 2003 and 2002, and the related statements of income, retained earnings, and cash flows (pages 163 through 168 and applicable items in pages 270 through 331) for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Arkansas, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 and Note 9 to the notes to respective financial statements, Entergy Arkansas, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, and Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, in 2003.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                          ENTERGY ARKANSAS, INC.
                            INCOME STATEMENTS

                                                              For the Years Ended December 31,
                                                              2003         2002          2001
                                                                      (In Thousands)

                OPERATING REVENUES
Domestic electric                                          $1,589,670   $1,561,110    $1,776,776
                                                           ----------   ----------    ----------
                OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 153,866      294,244       397,080
   Purchased power                                            476,447      355,211       397,885
   Nuclear refueling outage expenses                           23,638       24,387        28,695
   Other operation and maintenance                            402,108      543,677       364,409
Decommissioning                                                35,887            -            13
Taxes other than income taxes                                  37,385       38,127        35,186
Depreciation and amortization                                 202,497      187,525       174,539
Other regulatory credits - net                                (39,347)    (184,270)         (721)
                                                           ----------   ----------    ----------
TOTAL                                                       1,292,481    1,258,901     1,397,086
                                                           ----------   ----------    ----------

OPERATING INCOME                                              297,189      302,209       379,690
                                                           ----------   ----------    ----------

                   OTHER INCOME
Allowance for equity funds used during construction            12,153        7,324         6,115
Interest and dividend income                                    9,790        2,467         8,983
Miscellaneous - net                                            (4,332)      (6,442)       (5,109)
                                                           ----------   ----------    ----------
TOTAL                                                          17,611        3,349         9,989
                                                           ----------   ----------    ----------

            INTEREST AND OTHER CHARGES
Interest on long-term debt                                     87,666       89,923        95,360
Other interest - net                                            3,555       13,287        14,163
Allowance for borrowed funds used during construction          (7,726)      (4,699)       (3,962)
                                                           ----------   ----------    ----------
TOTAL                                                          83,495       98,511       105,561
                                                           ----------   ----------    ----------

INCOME BEFORE INCOME TAXES                                    231,305      207,047       284,118

Income taxes                                                  105,296       71,404       105,933
                                                           ----------   ----------    ----------

NET INCOME                                                    126,009      135,643       178,185

Preferred dividend requirements and other                       7,776        7,776         7,744
                                                           ----------   ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $118,233     $127,867      $170,441
                                                           ==========   ==========    ==========
See Notes to Respective Financial Statements.


                          ENTERGY ARKANSAS, INC.
                         STATEMENTS OF CASH FLOWS

                                                                    For the Years Ended December 31,
                                                                      2003       2002       2001
                                                                            (In Thousands)

                    OPERATING ACTIVITIES
Net income                                                          $126,009   $135,643   $178,185
Noncash items included in net income:
  Other regulatory credits - net                                     (39,347)  (184,270)      (721)
  Depreciation, amortization, and decommissioning                    238,384    187,525    174,552
  Deferred income taxes and investment tax credits                    48,357     54,955      6,389
  Allowance for equity funds used during construction                (12,153)    (7,324)    (6,115)
Changes in working capital:
  Receivables                                                        (29,616)    50,898    (16,073)
  Fuel inventory                                                       4,159     (6,509)     5,437
  Accounts payable                                                    40,615     39,077   (206,185)
  Taxes accrued                                                      (16,262)   (88,019)    64,018
  Interest accrued                                                    (6,348)    (2,772)     2,920
  Deferred fuel costs                                                (46,333)    59,849     89,184
  Other working capital accounts                                     (14,278)   (15,491)    23,283
Provision for estimated losses and reserves                            8,686     (9,952)      (978)
Changes in other regulatory assets                                   (54,745)   182,244    (39,924)
Other                                                                190,392    (38,433)   139,206
                                                                    --------   --------   --------
Net cash flow provided by operating activities                       437,520    357,421    413,178
                                                                    --------   --------   --------

                    INVESTING ACTIVITIES
Construction expenditures                                           (334,556)  (277,189)  (280,755)
Allowance for equity funds used during construction                   12,153      7,324      6,115
Nuclear fuel purchases                                               (60,685)   (68,127)   (19,103)
Proceeds from sale/leaseback of nuclear fuel                          60,685     68,127     19,103
Decommissioning trust contributions and realized
    change in trust assets                                            (8,279)   (17,970)   (10,105)
Changes in other temporary investments - net                               -     38,397    (38,397)
Other regulatory investments                                          (6,827)         -     (3,460)
                                                                    --------   --------   --------
Net cash flow used in investing activities                          (337,509)  (249,438)  (326,602)
                                                                    --------   --------   --------

                    FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                         361,726    188,407     97,384
Retirement of long-term debt                                        (471,040)  (170,000)         -
Changes in short-term borrowings                                           -       (667)         -
Dividends paid:
  Common stock                                                       (69,600)  (125,900)   (82,500)
  Preferred stock                                                     (7,776)    (7,776)    (5,832)
                                                                    --------   --------   --------
Net cash flow provided by (used in) financing activities            (186,690)  (115,936)     9,052
                                                                    --------   --------   --------

Net increase (decrease) in cash and cash equivalents                 (86,679)    (7,953)    95,628

Cash and cash equivalents at beginning of period                      95,513    103,466      7,838
                                                                    --------   --------   --------

Cash and cash equivalents at end of period                            $8,834    $95,513   $103,466
                                                                    ========   ========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                               $91,142   $100,965   $101,330
  Income taxes                                                        $2,177    $83,911    $31,939
 Noncash investing and financing activities:
  Proceeds from long-term debt issued for the purpose
   of refunding prior long-term debt                                       -          -    $47,000
  Long-term debt refunded with proceeds from
   long-term debt issued in prior period                                   -   ($47,000)         -

See Notes to Respective Financial Statements.


                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                                 ASSETS

                                                                       December 31,
                                                                    2003         2002
                                                                      (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                               $8,834      $28,174
  Temporary cash investments - at cost,
    which approximates market                                             -       67,339
                                                                 ----------   ----------
        Total cash and cash equivalents                               8,834       95,513
                                                                 ----------   ----------
Accounts receivable:
  Customer                                                           69,036       67,674
  Allowance for doubtful accounts                                    (9,020)      (8,031)
  Associated companies                                               50,390       32,352
  Other                                                              30,930       16,619
  Accrued unbilled revenues                                          64,732       67,838
                                                                 ----------   ----------
    Total accounts receivable                                       206,068      176,452
                                                                 ----------   ----------
Deferred fuel costs                                                  10,557            -
Accumulated deferred income taxes                                    18,362        5,061
Fuel inventory - at average cost                                      6,722       10,881
Materials and supplies - at average cost                             80,506       78,533
Deferred nuclear refueling outage costs                              19,793       25,858
Prepayments and other                                                23,938        8,335
                                                                 ----------   ----------
TOTAL                                                               374,780      400,633
                                                                 ----------   ----------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                 11,212       11,215
Decommissioning trust funds                                         360,485      334,631
Non-utility property - at cost (less accumulated depreciation)        1,456        1,460
Other                                                                 4,832        4,832
                                                                 ----------   ----------
TOTAL                                                               377,985      352,138
                                                                 ----------   ----------

                     UTILITY PLANT
Electric                                                          5,948,090    5,644,477
Property under capital lease                                         24,047       30,354
Construction work in progress                                       238,807      132,792
Nuclear fuel under capital lease                                    102,691       88,101
Nuclear fuel                                                          7,466       10,543
                                                                 ----------   ----------
TOTAL UTILITY PLANT                                               6,321,101    5,906,267
Less - accumulated depreciation and amortization                  2,627,441    2,446,881
                                                                 ----------   ----------
UTILITY PLANT - NET                                               3,693,660    3,459,386
                                                                 ----------   ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                   128,311      111,748
  Other regulatory assets                                           437,544      205,707
Other                                                                45,798       39,899
                                                                 ----------   ----------
TOTAL                                                               611,653      357,354
                                                                 ----------   ----------

TOTAL ASSETS                                                     $5,058,078   $4,569,511
                                                                 ==========   ==========
See Notes to Respective Financial Statements.


                          ENTERGY ARKANSAS, INC.
                              BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                       December 31,
                                                                    2003         2002
                                                                      (In Thousands)

                  CURRENT LIABILITIES
Currently maturing long-term debt                                       $ -     $255,000
Accounts payable:
  Associated companies                                              106,958       37,833
  Other                                                              92,638      121,148
Customer deposits                                                    37,693       35,886
Taxes accrued                                                             -       16,262
Interest accrued                                                     21,424       27,772
Deferred fuel costs                                                       -       42,603
Obligations under capital leases                                     59,089       58,745
System Energy refund                                                  3,444        3,764
Other                                                                13,480       17,734
                                                                 ----------   ----------
TOTAL                                                               334,726      616,747
                                                                 ----------   ----------

                NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued                 996,455      821,829
Accumulated deferred investment tax credits                          73,280       78,231
Obligations under capital leases                                     67,648       59,711
Other regulatory liabilities                                         52,923            -
Decommissioning                                                     567,546      310,687
Accumulated provisions                                               40,149       31,463
Long-term debt                                                    1,338,378    1,186,856
Other                                                               192,200      117,847
                                                                 ----------   ----------
TOTAL                                                             3,328,579    2,606,624
                                                                 ----------   ----------

                 SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                116,350      116,350
Common stock, $0.01 par value, authorized 325,000,000
  shares; issued and outstanding 46,980,196 shares in 2003
  and 2002                                                              470          470
Paid-in capital                                                     591,127      591,127
Retained earnings                                                   686,826      638,193
                                                                 ----------   ----------
TOTAL                                                             1,394,773    1,346,140
                                                                 ----------   ----------

Commitments and Contingencies

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $5,058,078   $4,569,511
                                                                 ==========   ==========
See Notes to Respective Financial Statements.


                         ENTERGY ARKANSAS, INC.
                     STATEMENTS OF RETAINED EARNINGS

                                                For the Years Ended December 31,
                                                  2003       2002       2001
                                                         (In Thousands)

Retained Earnings, January 1                     $638,193   $636,226  $548,285

  Add:
    Net income                                    126,009    135,643   178,185

  Deduct:
    Dividends declared:
      Preferred stock                               7,776      7,776     7,744
      Common stock                                 69,600    125,900    82,500
                                                 --------   --------  --------
        Total                                      77,376    133,676    90,244
                                                 --------   --------  --------

Retained Earnings, December 31                   $686,826   $638,193  $636,226
                                                 ========   ========  ========

See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, INC.

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands)
Operating revenues	$1,589,670	$1,561,110	$1,776,776	$1,762,635	$1,541,894
Net income	$126,009	$135,643	$178,185	$137,047	$69,313
Total assets	$5,058,078	$4,569,511	$4,451,580	$4,228,211	$3,917,111
Long-term obligations (1)	$1,406,026	$1,246,567	$1,417,262	$1,401,062	$1,265,846

(1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.

ENTERGY GULF STATES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2003 Compared to 2002

Entergy Gulf States experienced a significant decline in net income in 2003 compared to 2002 primarily due to the following:

• $107.7 million accrual for the loss that would be associated with a final, nonappealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs;
• $21.3 million net-of-tax cumulative effect of accounting change due to the implementation of SFAS 143. See "Critical Accounting Estimates" below for more information on the implementation of SFAS 143;
• a decrease in net revenue of $20.6 million; and
• an increase in operation and maintenance expenses of $19.2 million.

This was partially offset by a lower effective income tax rate.

2002 Compared to 2001

Net income decreased slightly in 2002 compared to 2001 primarily due to decreased net revenue, increased other operation and maintenance expenses, increased depreciation and amortization expenses, and decreased other income, partially offset by decreased interest charges and a lower effective income tax rate.

Net Revenue

2003 Compared to 2002

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2003 to 2002.

	(In Millions)
2002 net revenue	$1,130.7
Volume/weather	17.8
Fuel write-offs in 2002	15.3
Net wholesale revenue	10.2
Base rate decreases	(23.3)
NISCO gain recognized in 2002	(15.2)
Rate refund provisions	(11.3)
Other	(14.1)
2003 net revenue	$1,110.1

The volume/weather variance is due to higher electric sales volume in the service territory. Billed usage increased a total of 517 GWh in the residential and commercial sectors. The increase was partially offset by a decrease in industrial usage of 470 GWh due to the loss of two large industrial customers to cogeneration. The customers accounted for approximately 1% of Entergy Gulf States' net revenue in 2002. Entergy Gulf States expects to lose one additional customer to cogeneration in 2005. Current sales to that customer account for approximately $11 million of Entergy Gulf States' net revenue annually. Entergy Gulf States does not currently

expect additional significant losses to cogeneration because of the current economics of the electricity markets and Entergy Gulf States' marketing efforts in retaining industrial customers.

In 2002, deferred fuel costs of $8.9 million related to a Texas fuel reconciliation case were written off and $6.5 million in expense resulted from an adjustment in the deferred asset plan percentage as the result of uprates at River Bend.

The increase in net wholesale revenue is primarily due to an increase in sales volume to municipal and co-op customers and also to affiliated systems related to Entergy Louisiana and Entergy New Orleans generation resource planning coupled with an increase in the market price of natural gas.

The base rate decreases were effective June 2002 and January 2003, both in the Louisiana jurisdiction. The January 2003 base rate decrease of $22.1 million had a minimal impact on net income due to a corresponding reduction in nuclear depreciation and decommissioning expenses associated with the change in accounting to reflect an assumed extension of River Bend's useful life.

In 2002, a gain of $15.2 million was recognized for the Louisiana portion of the 1988 Nelson Units 1 and 2 sale. Entergy Gulf States received approval from the LPSC to discontinue applying amortization of the gain against recoverable fuel, resulting in the recognition of the deferred gain in income.

Rate refund provisions decreased net revenue due to additional provisions recorded in 2003 compared to 2002 for potential rate actions and refunds.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to increased fuel cost recovery revenues of $440.2 million as a result of higher fuel rates in both the Louisiana and Texas jurisdictions.

Fuel and purchased power expenses increased $471.1 million due to an increase in the market prices of natural gas and purchased power.

2002 Compared to 2001

Following is an analysis of the change in net revenue comparing 2002 to 2001.

	(In Millions)
2001 net revenue	$1,147.1
Fuel Price	37.3
Volume/weather	36.5
Net wholesale revenue	(38.6)
Regulatory items - net	(21.2)
Fuel write-offs	(15.3)
Other	(15.1)
2002 net revenue	$1,130.7

The price variance is due to an increase in the fuel price applied to unbilled sales in the Louisiana jurisdiction.

The volume/weather variance is due to more favorable sales volume and weather. Billed usage increased a total of 669 GWh in the residential and commercial sectors.

The decrease in net wholesale revenue is due to a decrease in sales volume.

The decrease in regulatory items - net is primarily due to the following:

• $14.3 million decrease related to the settlement of the fourth through eighth post-merger earnings reviews in Louisiana;
• $24.0 million decrease relating the deferral in 2001 of capacity charges included in purchased power costs for the summers of 2000 and 2001 and the amortization of these capacity charges in 2002. The amortization of the summer 2000 capacity charges ended in May 2002. The amortization of the capacity charges for the summer of 2001 began in June 2002 and ended in May 2003; and
• $15.2 million increase due to the gain recognition of the Louisiana portion of the 1988 Nelson Units 1 and 2 sale.

Fuel write-offs represent deferred fuel costs of $8.9 million related to the Texas fuel reconciliation case that were written off and a $6.5 million adjustment in the deferred asset plan percentage as the result of uprates at River Bend.

Gross operating revenues

Gross operating revenues decreased primarily due to decreased fuel cost recovery revenues of $456.7 million as a result of lower fuel rates in both the Louisiana and Texas jurisdictions.

Entergy Gulf States experienced decreased usage in the industrial sector in 2002 due to contractual modifications that reclassified sales associated with certain customers from retail to wholesale. Under the terms of the former contract with these customers, Entergy Gulf States was also required to purchase the electricity produced by the customers' generating units. As a result of the cessation of the purchased power obligation, the reclassification of these sales did not have a material impact on Entergy Gulf States' net revenue or earnings.

Other Income Statement Variances

2003 Compared to 2002

Other operation and maintenance expenses increased primarily due to voluntary severance accruals of $22.5 million.

Decommissioning expense increased primarily due to the implementation of SFAS 143. The increase in decommissioning expense is offset by increases in other regulatory credits and interest and dividend income and has no effect on net income.

Depreciation and amortization expenses decreased primarily due to decreased rates associated with the assumed life extension of River Bend, partially offset by higher depreciation due to an increase in plant in service. The decrease in depreciation related to the assumed license extension of River Bend has a minimal impact on net income because it is offset by the January 2003 base rate decrease discussed in "Net Income" above.

Other income decreased primarily due to the abeyed River Bend plant cost accrual discussed above.

Interest expense on long-term debt increased primarily due to the issuance of $340 million of First Mortgage Bonds in November 2002, $600 million in June 2003, and $440 million in July 2003, partially offset by the retirement of $293 million of First Mortgage Bonds in March 2003 and $745 million in the third quarter of 2003.

2002 Compared to 2001

Other operation and maintenance expenses increased primarily due to:

• an increase of $15.9 million in benefit costs;
• an increase of $9.5 million in maintenance outage costs at several plants; and
• an increase of $2 million in higher nuclear expenses.

The increase in other operation and maintenance expenses was partially offset by $7.2 million in reduced unbundling and transition to competition costs.

Depreciation and amortization expenses increased $13.1 million due to an increase in plant in service combined with revisions made to the useful lives of certain intangible plant assets to more appropriately reflect their actual lives, which lowered expense in 2001 in accordance with regulatory treatment.

Other income decreased primarily due to decreased interest income of $11.4 million recorded on the deferred fuel balance somewhat offset by the settlement of liability insurance coverage for $5.6 million.

Interest charges decreased primarily due to:

• lower interest expense of $12.2 million as a result of the retirement of $148 million of First Mortgage Bonds in January 2002;
• lower interest expense of $9.3 million on variable-rate First Mortgage Bonds; and
• an adjustment of $5.5 million in 2001 to the liability for deferred compensation for certain former Entergy Gulf States employees in accordance with an actuarial study.

Income Taxes

The effective income tax rates for 2003, 2002, and 2001 were 21.3%, 27.5%, and 31.4%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

		2003	2002	2001
		(In Thousands)
Cash and cash equivalents at beginning of period		$318,404	$123,728	$68,279
Cash flow provided by (used in):
	Operating activities	425,963	500,654	338,486
	Investing activities	(446,639)	(351,456)	(363,416)
	Financing activities	(91,698)	45,478	80,379
	Net increase (decrease) in cash and cash equivalents	(112,374)	194,676	55,449
Cash and cash equivalents at end of period		$206,030	$318,404	$123,728

Operating Activities

Cash flow from operations decreased $74.6 million in 2003 compared to 2002 primarily due to money pool activity, higher working capital needs, and increased vendor payments in 2003 relating to storm expense accruals in late-2002. The decrease was partially offset by lower income tax payments.

Cash flow from operations increased in 2002 compared to 2001 primarily due to an increase in payables due to the timing of fuel payments, partially offset by the decreased collection of deferred fuel in 2002 due to collections in 2001 of higher balances.

Entergy Gulf States' receivables from or (payables) to the money pool were as follows as of December 31 for each of the following years:

2003	2002	2001	2000
(In Thousands)
$69,354	$18,131	$27,665	$23,437

Money pool activity used $51.2 million of Entergy Gulf States' operating cash flows in 2003, provided $9.5 million in 2002, and used $4.2 million in 2001. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

Investing Activities

Net cash used in investing activities increased $95.2 million in 2003 compared to 2002 primarily due to an increase of $23.6 million in other temporary investments in 2003 compared to the maturity of $44.6 million of other temporary investments that provided cash in 2002. The increase was also due to an increase of $37.7 million in under-recovered fuel and purchased power expenses in Texas that have been deferred and are expected to be collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for fuel costs.

Net cash used in investing activities decreased slightly in 2002 compared to 2001 because of the maturity in 2002 of $44.6 million of other temporary investments made in 2001. The decrease in net cash used was almost entirely offset by an increase of $39.4 million in other regulatory investments, which are deferred fuel costs expected to be collected over a period greater than twelve months, and capital expenditures. Capital expenditures increased $37.6 million primarily due to increased spending on environmental projects.

Financing Activities

Entergy Gulf States used $91.7 million of cash in financing activities in 2003 compared to providing $45.5 million of cash in 2002 primarily due to the net retirement of $15.4 million of long-term debt in 2003 compared to the net issuance of $143.4 million of long-term debt in 2002. The increase in cash used in financing activities was partially offset by a decrease in dividends paid of $23.3 million.

In 2003, Entergy Gulf States implemented a planned financing program to address its 2003 and 2004 long-term debt maturities and to restructure its debt portfolio, which resulted in extended maturities, lowered rates, and sufficient flexibility in its portfolio to allow Entergy Gulf States to economically manage the expected implementation of retail open access in Texas and the subsequent unbundling of Entergy Gulf States to the extent it affects Entergy Gulf States' debt portfolio.

The following table lists First Mortgage Bonds issued by Entergy Gulf States in 2003:

Net cash used in investing activities increased $95.2 million in 2003 compared to 2002 primarily due to an increase of $23.6 million in other temporary investments in 2003 compared to the maturity of $44.6 million of other temporary investments that provided cash in 2002. The increase was also due to an increase of $37.7 million in under-recovered fuel and purchased power expenses in Texas that have been deferred and are expected to be collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements for further discussion of the accounting for fuel costs.

Net cash used in investing activities decreased slightly in 2002 compared to 2001 because of the maturity in 2002 of $44.6 million of other temporary investments made in 2001. The decrease in net cash used was almost entirely offset by an increase of $39.4 million in other regulatory investments, which are deferred fuel costs expected to be collected over a period greater than twelve months, and capital expenditures. Capital expenditures increased $37.6 million primarily due to increased spending on environmental projects.

Financing Activities

Entergy Gulf States used $91.7 million of cash in financing activities in 2003 compared to providing $45.5 million of cash in 2002 primarily due to the net retirement of $15.4 million of long-term debt in 2003 compared to the net issuance of $143.4 million of long-term debt in 2002. The increase in cash used in financing activities was partially offset by a decrease in dividends paid of $23.3 million.

In 2003, Entergy Gulf States implemented a planned financing program to address its 2003 and 2004 long-term debt maturities and to restructure its debt portfolio, which resulted in extended maturities, lowered rates, and sufficient flexibility in its portfolio to allow Entergy Gulf States to economically manage the expected implementation of retail open access in Texas and the subsequent unbundling of Entergy Gulf States to the extent it affects Entergy Gulf States' debt portfolio.

The following table lists First Mortgage Bonds issued by Entergy Gulf States in 2003:

Issue Date	Description	Maturity	Amount
			(In Thousands)
June 2003	3.6% Series	June 2008	$325,000
June 2003	Libor + 0.90% Series	June 2007	275,000
July 2003	6.2% Series	July 2033	240,000
July 2003	5.25% Series	August 2015	200,000
			$1,040,000

The following table lists First Mortgage Bonds retired by Entergy Gulf States in 2003:

Retirement Date	Description	Maturity	Amount
			(In Thousands)
March 2003	6.75% Series	March 2003	$33,000
March 2003	Libor + 1.2% Series	June 2003	260,000
July 2003	8.94% Series	January 2022	150,000
August 2003	8.7% Series	April 2024	294,950
September 2003	Libor + 1.3% Series	September 2004	300,000
			$1,037,950

Entergy Gulf States plans to retire, at maturity, $292 million of 8.25% Series First Mortgage Bonds due April 1, 2004 using cash on hand and internally generated funds.

Net cash provided by financing activities decreased $34.9 million in 2002 compared to 2001 primarily due to a decrease of $30.3 million in net issuances of long-term debt.

See Note 5 to the domestic utility companies and System Energy financial statements for details on long-term debt.

Uses of Capital

Entergy Gulf States requires capital resources for:

• construction and other capital investments;
• debt and preferred stock maturities;
• working capital purposes, including the financing of fuel and purchased power costs; and
• dividend and interest payments.

Following are the amounts of Entergy Gulf States' planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

	2004	2005-2006	2007-2008	after 2008	Total
	(In Millions)
Planned construction and
capital investment (1)	$357	$527	N/A	N/A	$884
Long-term debt	$354	$98	$800	$1,092	$2,344
Capital leases	$9	-	-	-	$9
Operating leases	$28	$48	$27	$130	$233
Purchase obligations (2)	$54	$10	$6	$32	$102
Other long-term liabilities	$3	$7	$7	-	$17
Nuclear fuel lease obligations (3)	$27	$37	N/A	N/A	$64

(1)	Includes approximately $220 million each year for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.
(2)	As defined by SEC rule. For Entergy Gulf States it includes unconditional fuel and purchased power obligations and other purchase obligations.
(3)	It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

The planned capital investment estimate for Entergy Gulf States reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, business restructuring, and the ability to access capital. Management provides more information on construction expenditures and long-term debt and preferred stock maturities in Notes 5, 7, and 9 to the domestic utility companies and System Energy financial statements.

As a wholly-owned subsidiary, Entergy Gulf States dividends its earnings to Entergy Corporation at a percentage determined monthly. Entergy Gulf States is restricted by long-term debt indentures in the payment of cash dividends or other distributions on its common and preferred stock. Currently, all of Entergy Gulf States' retained earnings are available for distribution.

Sources of Capital

Entergy Gulf States' sources to meet its capital requirements include:

• internally generated funds;
• cash on hand;
• debt issuances; and
• bank financing under new or existing facilities.

All debt and common and preferred stock issuances by Entergy Gulf States require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in its corporate charter, bond indentures, and other agreements. Entergy Gulf States has sufficient capacity under these tests to meet its foreseeable capital needs.

Short-term borrowings by Entergy Gulf States, including borrowings under the money pool, are limited to an amount authorized by the SEC, $340 million. Under the SEC order authorizing the short-term borrowing limits, Entergy Gulf States cannot incur new short-term indebtedness if its common equity would comprise less than 30% of its capital. In addition, this order restricts Entergy Gulf States from publicly issuing new long-term debt unless its senior secured debt will be rated as investment grade. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Gulf States' short-term borrowing limits.

Significant Factors and Known Trends

Transition to Retail Competition

Retail open access commenced in portions of Texas on January 1, 2002. The staff of the PUCT filed a petition to delay retail open access in Entergy Gulf States' service area, and Entergy Gulf States reached a settlement agreement with the PUCT to delay retail open access until at least September 15, 2002. In September 2002, the PUCT ordered Entergy Gulf States to file on January 24, 2003 a proposal for an interim solution (retail open access without a FERC-approved RTO) if it appeared by January 15, 2003 that a FERC-approved RTO would not be functional by January 1, 2004. On January 24, 2003, Entergy Gulf States filed its proposal, which among other elements, included:

• the recommendation that retail open access in Entergy Gulf States' Texas service territory, including corporate unbundling, occur by January 1, 2004, or else be delayed until at least January 1, 2007. If retail open access is delayed past January 1, 2004, Entergy Gulf States seeks authorization to separate into two bundled utilities, one subject to the retail jurisdiction of the PUCT and one subject to the retail jurisdiction of the LPSC;
• the recommendation that Entergy's transmission organization, possibly with the oversight of another entity, will continue to serve as the transmission authority for purposes of retail open access in Entergy Gulf States' service territory; and
• the recommendation that the decision points be identified that would require prior to January 1, 2004, the PUCT's determination, based upon objective criteria, whether to proceed with further efforts toward retail open access in Entergy Gulf States' Texas service territory.

The PUCT considered the proposal at a March 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. The PUCT issued an order on rehearing in late-July 2003 in which it identified December 2004 as the target date for the beginning of the interim solution. Consistent with the order, and after negotiations with other parties and following a series of contested hearings and the PUCT approval of a settlement agreement on the market protocols, Entergy Services made a filing at the FERC and has received approval on an expedited b asis of the market protocols subject to FERC jurisdiction. This ruling, when final and appealable, will allow for the reinvigorated pilot to begin upon the PUCT approval of Entergy Gulf States' independent organization request. The PUCT is currently scheduled to conduct a hearing on this request in June 2004.

Business Separation Plan

Entergy Gulf States' business separation plan provides for the separation of its generation, transmission, distribution, and retail electric functions. It has been amended during the course of various PUCT and LPSC proceedings and is subject to further change and regulatory proceedings.

Entergy Gulf States filed the business separation plan with the PUCT in January 2000 and amended that plan in June and November 2000 and January 2001. In July 2000, the PUCT approved the amended business separation plan in an interim order. In January 2001, the PUCT consolidated remaining action on the business separation plan into the unbundled cost of service proceeding discussed below. In December 2001, the PUCT abated the proceeding and indicated it will consider a final order in a timely manner consistent with the settlement agreement delaying retail open access. The outcome of the LPSC proceedings described below, which have resulted in amendments to the plan beyond what was approved by the PUCT, have been and will continue to be reported to the PUCT and the Office of Public Utility Counsel and may require additional PUCT action before the business separation plan is final.

The LPSC opened a docket to identify the changes in corporate structure and operations of Entergy Gulf States, and their potential impact on Louisiana retail ratepayers, resulting from restructuring in Texas. In those proceedings, Entergy Gulf States and the LPSC staff reached a settlement on certain Texas business separation plan issues described above, and after a May 2001 hearing, the LPSC issued an interim order in July 2001 approving the settlement. In July 2001, Entergy Gulf States and the LPSC Staff completed an additional settlement on business separation plan issues relating to the separation of Texas distribution and transmission. A hearing on the distribution and transmission settlement has been held and the LPSC approved the settlement in September 2001. With respect to issues related to the separation of generation, the LPSC had scheduled a hearing in November 2001 to address settled issues. In light of the delay in the commencement of retail open access, the procedur al schedule in the LPSC docket was suspended to assess the impact of the PUCT approval of the settlement agreement delaying retail open access.

The plan approved by the LPSC in September 2001, as described above, provides that Entergy Gulf States will be separated into the following principal companies:

• a Texas distribution company, which will own and operate Entergy Gulf States' electric distribution system in Texas;
• an intermediate transmission company;
• a Texas generation company (which may be more than one legal entity), which initially will purchase capacity and energy from the generating assets allocated to Texas load (Texas generating assets), and eventually will own those assets;
• Texas retail electric providers, which will provide competitive retail electric service in Texas; and
• Entergy Gulf States-Louisiana.

Pursuant to the LPSC-approved plan, Entergy Gulf States-Louisiana would:

• own and operate Entergy Gulf States' electric distribution system in Louisiana, the Texas generating assets (until they are transferred to the Texas generation company), the remainder of Entergy Gulf States' generating assets, and Entergy Gulf States' other businesses that are not separated, and own Entergy Gulf States' transmission assets allocated to Louisiana (until they are transferred to the intermediate transmission company described in the next bullet); and
• indirectly own a portion of an intermediate transmission company, which will own Entergy Gulf States' electric transmission assets allocated to Texas, and later Entergy Gulf States' transmission assets allocated to Louisiana.

Under the LPSC-approved plan, Entergy Gulf States' assets and liabilities (other than its long-term debt and liabilities) would be allocated among these companies generally based upon categorizing them by function. Entergy Gulf States would allocate assets and liabilities not associated with a single function based upon specified factors. In an April 2001 filing with the LPSC discussing its separation methodology, Entergy Gulf States included a balance sheet separated by jurisdiction and function. The balance sheet was based on September 30, 1999 balances. In this balance sheet, Entergy Gulf States allocated approximately 27% of the net utility plant balance to Texas generation, approximately 12% to Texas distribution, approximately 6% to Texas transmission, approximately 7% to Louisiana transmission, and less than 1% to Texas retail. Applying these percentages to Entergy Gulf States' December 31, 2003 net utility plant book value of $4.7 billion, for illustrative purposes only, results in net book values of approximately $1.3 billion for Texas generation, approximately $560 million for Texas distribution, approximately $280 million for Texas transmission, approximately $330 million for Louisiana transmission, approximately $20 million for Texas retail, and approximately $2.2 billion for the remainder of Entergy Gulf States-Louisiana. The actual allocations could materially differ from these figures because of a number of factors, including changes to the plan and the allocation methodology. In addition, the actual allocations will be based on allocation factors and account balances as of a different date.

The business separation plan provides that Entergy Gulf States-Louisiana would retain liability for all of its long-term debt and liabilities and that the property transferred to the Texas companies will be released from the lien of Entergy Gulf States' mortgage on the basis of property additions. Pursuant to separate agreements, the Texas distribution company and the intermediate transmission company will each assume a portion of Entergy Gulf States' long-term debt and liabilities, which assumptions will not act to release Entergy Gulf States-Louisiana's liability. The Texas distribution company and the intermediate transmission company will undertake to pay the outstanding assumed long-term debt and liabilities within 1 year and 3 years, respectively, of the assumption. Entergy must provide a contingent indemnity with respect to the intermediate transmission company's assumed portion of Entergy Gulf States' long-term debt and liabilities in the event that the obligations under the debt assumption agreement have not been extinguished within one year of the assumption. The Texas generation company will be required to pay an allocated portion of the outstanding principal amount of Entergy Gulf States' long-term debt and liabilities each time that Texas generating assets are transferred to it, and the transfers must be completed within 3 years of the commencement of retail open access.

After the transfer of the Texas distribution and transmission assets contemplated by the LPSC-approved business separation plan, the distribution and transmission businesses conducted by the Texas distribution company and the intermediate transmission company, respectively, would continue to be regulated as to rates by the PUCT and the FERC, respectively

Generation-related Issues

Regarding the generation-related issues referred to in the preceding paragraph, Entergy Gulf States has not yet reached agreement with the LPSC staff on certain matters related to the separation of the Texas generating assets. Entergy Gulf States has proposed that Texas generating assets be a jurisdictional portion (approximately 45 - 50%) of each generating plant and that Entergy Gulf States-Louisiana continue to operate the plants. Entergy Gulf States has also suggested that certain generating assets be allocated by specific plant such that the Texas generating assets have approximately the Texas jurisdictional portion of the capacity and value of all of Entergy Gulf States' generating assets.

When the Texas generating assets are transferred to the Texas generation company, the Texas generation company is expected to sell most of this capacity and energy to Entergy's affiliated Texas retail electric providers at a negotiated rate and sell any remainder to the market. Entergy's affiliated Texas retail electric providers will use the capacity and energy to provide retail electric service to retail customers in Texas, including Entergy's price-to-beat obligation, which requires it to sell electricity to residential and small commercial customers in the service territory of the Texas distribution company at a rate equal to the existing base rates plus a fuel component.

Up to 20% of capacity and energy from the Texas generating assets must be sold to third parties under PUCT rules, or to Entergy's domestic utility companies that elect to purchase it, as described below:

• Under the Texas restructuring legislation and a stipulation, Entergy Gulf States offered to sell at auction entitlements to approximately 15% (approximately 425MW) of its Texas-jurisdictional installed generation capacity. Auctions occurred in September 2001, but because of the delay in retail open access, Entergy has unwound the auction transactions, and no liability exists for them. Additional capacity auctions are suspended until at least 60 days prior to the introduction of retail open access. The obligation to auction capacity entitlements continues for up to 60 months after retail open access occurs, or until 40% of current customers have chosen an alternative supplier, whichever comes first.
• Under the settlement of proceedings affecting the System Agreement, which are described in Item I. Part 1. "U.S. Utility - Rate Matters - Wholesale Rate Matters - System Agreement," Entergy's domestic utility companies have the option to purchase up to 5% of the megawatt capacity of the Texas generating assets. If the capacity purchase is elected, it will be for the period from the inception of retail open access in Texas for Entergy Gulf States through June 2008.

Beginning on the date retail open access begins, the market power measures in the Texas restructuring law will prohibit the Texas generation company and its affiliates from owning and controlling more than 20% of the installed generation capacity located in, or capable of delivering electricity to, a power region. The implications of this limit are uncertain. It is possible that the Texas generation company (or its affiliates) could be required to auction additional capacity entitlements, divest some of the Texas generating assets, or seek other means of mitigation if it is found to have ownership and control in excess of this limit.

Resumption of Business Separation Proceedings at the LPSC

In January 2004, the LPSC Staff and Entergy Gulf States filed a joint motion in the LPSC docket to convene a status conference for the purpose of establishing a procedural schedule to address primarily the separation of Entergy Gulf States' generation resources. The status conference was conducted in February 2004. The presiding Administrative Law Judge established a procedural schedule that, among other things, calls for Entergy Gulf States to file testimony on March 1, 2004, and sets this case for hearing on September 13-17, 2004. In its March 1, 2004 filing, Entergy Gulf States proposed two significant modifications to the plan previously approved by the LPSC.

First, Entergy Gulf States proposed to separate the Texas-jurisdictional generation resources immediately upon unbundling, resulting in the co-ownership of all Entergy Gulf States' generating plants by Entergy Gulf States-Louisiana and the Texas generation company, unless an agreement can be reached and approved by the LPSC on the allocation of certain generating assets by specific plant. The Texas generation company would assume the long-term debt allocable to the Texas jurisdictional generation assets through a Debt Assumption Agreement. The Debt Assumption Agreement would be secured by a first priority lien in favor of Entergy Gulf States-Louisiana on all the assets separated to the Texas generation company, and the Texas generation company would provide the funds necessary to retire the assumed long-term debt no later than three years after the commencement of retail open access in Entergy Gulf States' Texas service territory. In addition, this Debt Assumption Agreement would be s upported by an Entergy Corporation indemnity, which would be executed simultaneously with the Debt Assumption Agreement, on terms similar to the contingent indemnity previously approved by the LPSC in connection with the separation of transmission assets. The indemnity would terminate at the same time as the Debt Assumption Agreement.

Second, Entergy Gulf States proposed that its Texas jurisdictional transmission and distribution assets would be immediately separated to a Texas transmission and distribution company providing transmission and distribution services to Entergy Gulf States' Texas customers. The Texas transmission and distribution company would own the distribution assets located in Texas and would co-own Entergy Gulf States' transmission assets with Entergy Gulf States-Louisiana. The Texas transmission and distribution company would assume the long-term debt allocable to the Texas jurisdictional transmission and distribution assets through a Debt Assumption Agreement. The Debt Assumption Agreement would be secured by a first priority lien in favor of Entergy Gulf States-Louisiana on all of the assets separated to the Texas transmission and distribution company. The Texas transmission and distribution company will provide the funds necessary to retire the assumed long-term-debt within one year. If t he long-term debt is not retired by that time, Entergy Corporation will grant a contingent indemnity in favor of Entergy Gulf States-Louisiana until such time as the long-term debt is retired, which is not to be later than three years after the commencement of retail open access in Entergy Gulf States' Texas service territory.

Other PUCT Restructuring-related Proceedings

In March 2001, Entergy Gulf States filed with the PUCT a non-unanimous settlement agreement in the unbundled cost proceeding that establishes the Texas distribution company's revenue requirement. The settlement agreement is between Entergy Gulf States, the PUCT staff, and other parties. Pursuant to a generic order by the PUCT, the Texas distribution company's allowed return on equity will be 11.25%. The capital structure prescribed by the PUCT is 60% debt and 40% equity. A rider to recover nuclear decommissioning costs will be implemented. Also in the settlement agreement, the parties agreed that Entergy Gulf States' Texas-jurisdictional stranded costs and benefits are $0, and no charge to recover stranded costs or credit to refund excess mitigation will be implemented. Entergy Gulf States agreed in the settlement to refund any excess earnings resulting from the restructuring law's annual report process for 2000 and 2001, which management does not expect to have a material financi al effect. After a hearing in April 2001, the PUCT voted to approve a rate order consistent with the terms of the settlement. A written interim order was signed in May 2001. In December 2001, the PUCT abated the proceeding and indicated its intent to defer a final ruling on this proceeding until a date closer to the commencement of retail open access.

The settlement that has delayed the commencement of retail open access requires a new power region certification proceeding for Entergy Gulf States' service territory in Texas. If Entergy Gulf States' power region in Texas is not certified by the PUCT before retail open access is introduced, Entergy's affiliated Texas retail electric provider could be required to maintain rates at the price-to-beat levels for residential and small commercial customers in Entergy Gulf States' service territory beyond January 1, 2007. Entergy's affiliated Texas retail electric provider could also be required to offer rates to industrial and large commercial customers in Entergy Gulf States' service territory that are no higher than the rates that, on a bundled basis, were in effect on January 1, 1999, subject to fuel factor adjustments. Entergy's affiliated Texas retail electric provider might also face requests for restrictions on its ability to compete for retail customers in parts of its power region in Texas outside of its current service area.

In July 2001, Entergy Gulf States filed an application for approval of the fuel factor portion of Entergy's affiliated Texas retail electric provider's price-to-beat rates, and the gas prices included in that filing were updated in October 2001. After the gas price update, Entergy Gulf States recommended that the PUCT approve an average fuel factor of approximately $29/MWh adjusted, if necessary, to maintain an adequate competitive margin. After hearing, an ALJ recommended in November 2002 a lower fuel factor than Entergy Gulf States requested. In September 2003, the PUCT issued a written order that approved the Price to Beat (PTB) fuel factor for Entergy Gulf States, which is to be implemented upon the commencement of retail open access in its Texas service territory. This PTB fuel factor is subject to revision based on PUCT rules. The PUCT declined consideration of a request for rehearing sought by certain cities in Texas served by Entergy Gulf States and the Office of Public Uti lity Counsel. The Office of Public Utility Counsel has appealed this decision to the Texas courts. Management cannot predict the ultimate outcome of the proceeding at this time.

In June 2001, Entergy Gulf States filed tariffs for the non-fuel component of the price-to-beat rates. The tariffs are based on Entergy Gulf States' current base rates. In September 2001, Entergy Gulf States entered into a unanimous settlement regarding the non-fuel component of price-to-beat rates. In February 2002, the PUCT voted to approve the settlement. In May 2002, certain Texas cities served by Entergy Gulf States Texas appealed the PUCT order. The appeal is currently pending in state district court in Texas County.

State and Local Rate Regulatory Risks

The rates that Entergy Gulf States charges for its services are an important item influencing its financial position, results of operations, and liquidity. Entergy Gulf States is closely regulated and the rates charged to its customers are determined in regulatory proceedings, except for a portion of its operations. Governmental agencies, the LPSC and the PUCT, are primarily responsible for approval of the rates charged to customers.

In December 2002, the LPSC approved a settlement between Entergy Gulf States and the LPSC staff pursuant to which Entergy Gulf States agreed to make a base rate refund of $16.3 million, including interest, and to implement a $22.1 million prospective base rate reduction effective January 2003. The settlement discharged any potential liability for claims that relate to Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth earnings reviews. Entergy Gulf States made the refund in February 2003. In addition to resolving and discharging all liability associated with the fourth through eighth earnings reviews, the settlement provides that Entergy Gulf States shall be authorized to continue to reflect in rates a ROE of 11.1% until a different ROE is authorized by a final resolution disposing of all issues in the proceeding that was commenced with Entergy Gulf States' May 2002 filing.

In May 2002, Entergy Gulf States filed its ninth and last required post-merger analysis with the LPSC. The filing includes an earnings review filing for the 2001 test year that resulted in a rate decrease of $11.5 million, which was implemented effective June 2002. In its latest testimony filed in December 2003, the LPSC staff recommended a rate refund of $30.6 million and a prospective rate reduction of approximately $50 million. Hearings are scheduled to begin in April 2004.

In addition to rate proceedings, Entergy Gulf States' fuel costs recovered from customers are subject to regulatory scrutiny. Entergy Gulf States' retail rate matters and proceedings, including fuel cost recovery-related issues, are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

System Agreement Proceedings

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generation and transmission facilities pursuant to the terms of the System Agreement. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

The LPSC and the Council commenced a proceeding at FERC in June 2001. Pursuant to a settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. In this proceeding, the LPSC alleges that the rough production cost equalization required by FERC under the System Agreement and the Unit Power Sales Agreement has been disrupted by changed circumstances. The LPSC requests that FERC amend the System Agreement or the Unit Power Sales Agreement or both to achieve full production cost equalization or to restore rough production cost equalization. The complaint does not seek a change in the total amount of the costs allocated by either the System Agreement or the Unit Power Sales Agreement. In addition the LPSC alleges that provisions of the System Agreement relating to minimum-run and must-run units, the methodology of billing versus dispatch, and the use of a rolling twelve-month average of system peaks, increase costs paid by ratepayers in the LPSC's jurisdiction. Several parties intervened in the proceeding, including the APSC and the MPSC. The APSC and the MPSC responses opposed the relief sought by the LPSC.

In its complaint, the LPSC alleges that Entergy Gulf States' Louisiana annual production costs over the period 2002 to 2007 will be $11 million to $87 million over the average for the domestic utility companies. This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of Entergy Gul f States, although neither the timing nor the outcome of the proceedings at FERC can be predicted at this time. In February 2002, the FERC established a refund effective period consisting of the 15 months following September 13, 2001. A subsequent extension of the procedural schedule extended the refund effective period by 120 days.

In January 2003 the domestic utility companies filed testimony in the case, showing that over the life of the System Agreement the relative total production costs of the domestic utility companies are roughly equal, and suggesting that no changes to the System Agreement such as those sought by the LPSC are appropriate. In April 2003, witnesses on behalf of the FERC staff filed testimony in the proceeding suggesting that full production cost equalization should not be adopted by the FERC in this case, and that when measured over a suitably long period, the total production costs of the domestic utility companies were roughly equal and were likely to remain so, given the Entergy System's proposed resource plan. Hearings in the proceeding ended in late-August 2003. The Initial Decision of the FERC ALJ was released on February 6, 2004. The ALJ concludes that full production cost equalization should not be implemented; that the Entergy System currently is not in rough production cost equaliz ation and is not likely to be in rough production cost equalization for the foreseeable future; and that the appropriate remedy to achieve rough equalization is to have the low cost companies compensate the high cost companies whenever one or more companies' annual total production costs from 2003 forward differ by more than +/- 7.5% from the Entergy System average annual total production costs, or whenever the three year average of one or more companies' total production costs (commencing with the three years 2004 through 2006, and yearly thereafter) differ by more than +/- 5% from the Entergy System average total production costs during any three year cycle. In the calculation of what each company's total production costs are, the ALJ determined that the full cost of Vidalia project power purchases by Entergy Louisiana should be included, but the ALJ rejected other adjustments proposed by the LPSC. Also, the ALJ determined that the average of the four highest monthly demand peaks for the year (4 CP) shou ld be used for calculating reserve sharing costs, rather than the current 12 CP method. Finally, the ALJ determined that there is no valid issue concerning "billing versus dispatch" in the rate schedule by which exchange energy is priced, MSS-3, that MSS-3 has not been misapplied or misinterpreted by Entergy, and that MSS-3 should not be changed.  The ALJ's Initial Decision did not specifically address refund exposure.

Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in April 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

The LPSC instituted a companion ex-parte System Agreement investigation to litigate several of the System Agreement issues that the LPSC is litigating before the FERC in the previously discussed System Agreement proceeding. This companion proceeding will require the LPSC to interpret various provisions of the System Agreement, including those relating to minimum-run and must-run units, the propriety of the methods used for billing and dispatch on the Entergy System, and the use of a rolling, twelve-month average of system peaks for allocating certain costs. In addition, by this companion proceeding the LPSC is questioning whether Entergy Louisiana and Entergy Gulf States were prudent for not seeking changes to the System Agreement previously, so as to lower costs imposed upon their ratepayers and to increase costs imposed upon ratepayers of other domestic utility companies. The LPSC staff has filed testimony suggesting that the remedy for the alleged imprudence of Entergy Louisiana and Entergy Gulf States should be a reduction in allowed rate of return on common equity of 100 basis points. The domestic utility companies have challenged the propriety of the LPSC's litigating System Agreement issues. Nevertheless, on January 16, 2002 the LPSC affirmed a decision of its ALJ upholding the LPSC staff's right to litigate System Agreement issues at the LPSC, rather than before the FERC. The procedural schedule is suspended at this time and an evidentiary hearing is not scheduled. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is pre-empted by federal law from reviewing and interpreting FERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate schedule in the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and rev ersed the decisions of the LPSC and the Louisiana Supreme Court.

Industrial, Commercial, and Wholesale Customers

Entergy Gulf States' large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Gulf States' industrial customer base. Entergy Gulf States responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Despite these actions, Entergy Gulf States lost two large industrial customers to cogeneration in 2002. The customers accounted for approximately 1% of Entergy Gulf States' net revenue in 2002. Entergy Gulf States expects to lose one additional customer to cogeneration in 2005. Current sales to that customer account for approximately $11 million of Entergy Gulf States' net revenue annually. Entergy Gulf States actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial demand, from both new and existing customers. As a result of those efforts, one large industrial customer is in the process of shutting down its cogeneration unit and is under contract to receive 100% of its electric power from Entergy Gulf States and an agreement has been executed to provide service to a new large industrial customer locating in Louisiana. Entergy Gulf States does not currently expect additional significant losses to cogeneration because of the current economics of the electricity markets and Entergy Gulf States' marketing efforts in retaining industrial customers.

Market and Credit Risks

Entergy Gulf States has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

Interest Rate and Equity Price Risk - Decommissioning Trust Funds

Entergy Gulf States' nuclear decommissioning trust funds expose it to fluctuations in equity prices and interest rates. The NRC requires Entergy Gulf States to maintain trusts to fund the costs of decommissioning River Bend. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the River Bend trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Note 9 to the domestic utility companies and System Energy financial statements.

Foreign Currency Exchange Rate Risk

Entergy Gulf States entered into a foreign currency forward contract to hedge the Euro-denominated payments due under certain purchase contracts. As of December 31, 2003, the total notional amount of the foreign currency forward contracts is 17.2 million Euro and the forward currency rate is .8742. This forward contract matures in July 2004 and the mark-to-market valuation at December 31, 2003 was a net asset of $6.5 million. The counterparty bank obligated on this agreement is rated by Standard & Poor's Rating Services at AA on its senior debt obligations as of December 31, 2003.

Nuclear Matters

Entergy Gulf States owns and operates, through an affiliate, River Bend. Entergy Gulf States is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of River Bend, Entergy Gulf States may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

Environmental Risks

Entergy Gulf States' facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Gulf States is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Litigation Risks

The states of Louisiana and Texas in which Entergy Gulf States operates have proven to be unusually litigious environments. Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy Gulf States uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment in these states poses a significant business risk.

Critical Accounting Estimates

The preparation of Entergy Gulf States' financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in Entergy Gulf States' financial statements.

Nuclear Decommissioning Costs

Regulations require that River Bend be decommissioned after the facility is taken out of service, and funds are collected and deposited in trust funds during the facility's operating life in order to provide for this obligation. Entergy Gulf States conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. See Note 9 to the domestic utility companies and System Energy financial statements for details regarding Entergy Gulf States' most recent study and the obligations recorded by Entergy Gulf States related to decommissioning. The following key assumptions have a significant effect on these estimates:

• Cost Escalation Factors - Entergy Gulf States' decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor averaging approximately CPI-U to 4.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.

• Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. Entergy Gulf States' decommissioning studies for River Bend assume immediate decommissioning upon expiration of the original plant license. While the impact of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can significantly decrease the present value of these obligations.

• Spent Fuel Disposal - Federal regulations require the Department of Energy to provide a permanent repository for the storage of spent nuclear fuel, and recent legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. However, until this site is available, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities.

The costs of developing and maintaining these facilities can have a significant impact (as much as 16% of estimated decommissioning costs). Entergy Gulf States' decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.

• Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant impact on cost estimates. The impact of these potential changes is not presently determinable. Entergy Gulf States' decommissioning cost studies assume current technologies and regulations.

Entergy Gulf States collects the projected costs of decommissioning River Bend through rates charged to customers for the portion of the plant subject to cost-based ratemaking. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. In December 2002, decommissioning collections from customers for the Louisiana-regulated portion of River Bend were suspended as a result of the settlement with the LPSC of Entergy Gulf States' fourth through eighth earnings reviews. If decommissioning cost study estimates were changed and approved by regulators, collections from customers would also change.

Approximately half of River Bend is not subject to cost-based ratemaking. When Entergy Gulf States acquired the 30% share of River Bend formerly owned by Cajun, Entergy Gulf States obtained decommissioning trust funds of $132 million. Entergy Gulf States believes that these funds will be sufficient to cover the costs of decommissioning this portion of River Bend, and no further collections or deposits are being made for these costs. Additionally, under the Deregulated Asset Plan in the Louisiana jurisdiction of Entergy Gulf States, a portion of River Bend (approximately 16% of its total capacity) is excluded from rate base, and no amounts have been or are being collected from customers for decommissioning for this portion of the plant.

Prior to the implementation of SFAS 143, the obligations recorded by Entergy Gulf States for decommissioning were classified either as a component of accumulated depreciation (the regulated portion of River Bend) or as a deferred credit (the nonregulated portion of River Bend) in the line item entitled "Decommissioning." The amounts recorded for these obligations were comprised of collections from customers and earnings on the trust funds.

SFAS 143

Entergy Gulf States implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy Gulf States' asset retirement obligations, and the measurement and recording of Entergy Gulf States' decommissioning obligations outlined above changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

• Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of Entergy Gulf States to increase significantly, as Entergy Gulf States had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
• Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy Gulf States' decommissioning studies to date have been based on Entergy Gulf States performing the work, and have not included any such margins or premiums. Inclusion of these items increases cost estimates.
• Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

The net effect of implementing this standard for the portion of River Bend subject to cost-based ratemaking was recorded as a regulatory asset, with no resulting impact on Entergy Gulf States' net income. Entergy Gulf States recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Gulf States to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation, assets and liabilities increased in 2003 as a result of increasing the asset retirement obligation by $129 million to its fair value as determined under SFAS 143, reducing accumulated depreciation by $63 million, and recording the related regulatory asset of $32 million. The net effect of implementing SFAS 143 for the portion of River Bend not subject to cost-based ratemaking resulted in an earnings decrease of $21 million net-of-tax as a result of a one-time cumulative effect of accounting change. Applying SFAS 143 is not expected to have a material effect on Entergy Gulf States' earnings on an ongoing basis after its implementation.

Application of SFAS 71

The application of SFAS 71, "Accounting for the Effects of Certain Types of Regulation," has a significant and pervasive impact on accounting and reporting for Entergy Gulf States.

Entergy Gulf States' financial statements primarily reflect assets and costs based on existing cost-based ratemaking regulation in accordance with SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Under traditional ratemaking practice, Entergy Gulf States is granted a geographic franchise to sell electricity. In return, Entergy Gulf States must make investments and incur obligations to serve customers. Prudently incurred costs are recovered from customers along with a return on investment. Regulators may require Entergy Gulf States to defer collecting from customers some operating costs until a future date. These deferred costs are recorded as regulatory assets in the financial statements. In order to continue applying SFAS 71 to its financial statements, Entergy Gulf States' rates must be set on a cost-of-service basis by an authorized body and the rates must be charged to and collected from customers.

As the generation portion of the utility industry moves toward competition, it is likely that generation rates will no longer be set on a cost-of-service basis. When that occurs, the generation portion of the business could be required to discontinue application of SFAS 71. The result of discontinuing application of SFAS 71 would be the removal of regulatory assets and liabilities from the balance sheet, and could include the recording of asset impairments. This result is because some of the costs or commitments incurred under a regulated pricing system might be impaired or not recovered in a competitive market. These costs are referred to as stranded costs.

Retail open access legislation is in place in Texas, but the implementation of retail open access in Entergy Gulf States' territory is likely delayed until at least the first quarter of 2005. Several proceedings necessary to implement retail open access are still pending, including proceedings to implement Entergy Gulf States' business separation plan and to pursue retail open access in the absence of an RTO in Entergy Gulf States' Texas service area. In addition, the LPSC has not approved for the Louisiana jurisdictional operations the transfer of generation assets to Entergy's Texas generation company. Therefore, neither the necessary regulatory actions nor the opportunity for a reasonable determination of the effect of deregulation has occurred that are prerequisites for Entergy Gulf States to discontinue the application of regulatory accounting principles to its Texas generation operation.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$631	$15,172
Rate of return on plan assets	(0.25%)	$1,194	-
Rate of increase in compensation	0.25%	$495	$3,896

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$942	$5,028
Discount rate	(0.25%)	$533	$5,449

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

Total pension cost for Entergy Gulf States in 2003 was $1.8 million, including a $5 million charge related to the Voluntary Severance Program. Entergy Gulf States is projecting 2004 pension cost to be $3.1 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. Entergy Gulf States was not required to make contributions to its pension plan in 2003, however, it anticipates making $37 thousand in contributions in 2004.

Due to negative pension plan asset returns from 2000 to 2002, Entergy Gulf States' accumulated benefit obligation at December 31, 2002 exceeded plan assets. As a result, Entergy Gulf States was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 Entergy Gulf States reversed its additional minimum liability and offsetting intangible asset of $7.1 million that were recorded at December 31, 2002. Net income for 2003 and 2002 were not impacted.

Total postretirement health care and life insurance benefit costs for Entergy Gulf States in 2003 were $26.5 million, including a $6.8 million charge related to the Voluntary Severance Program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. Entergy Gulf States expects 2004 postretirement health care and life insurance benefit costs to be approximately $20.1 million.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy Gulf States, Inc.:

We have audited the accompanying balance sheets of Entergy Gulf States, Inc. as of December 31, 2003 and 2002, and the related statements of income, retained earnings and comprehensive income, and cash flows (pages 190 through 194 and applicable items in pages 270 through 331) for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Gulf States, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 and Note 9 to the notes to respective financial statements, Entergy Gulf States, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, and Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, in 2003.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                        ENTERGY GULF STATES, INC.
                            INCOME STATEMENTS

                                                               For the Years Ended December 31,
                                                            2003             2002          2001
                                                                         (In Thousands)

               OPERATING REVENUES
Domestic electric                                          $2,579,916      $2,141,873     $2,590,836
Natural gas                                                    59,821          42,006         57,724
                                                           ----------      ----------     ----------
TOTAL                                                       2,639,737       2,183,879      2,648,560
                                                           ----------      ----------     ----------

               OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 693,612         692,901      1,061,037
   Purchased power                                            838,498         368,140        467,196
   Nuclear refueling outage expenses                           14,045          12,190         11,159
   Other operation and maintenance                            457,428         438,259        422,667
Decommissioning                                                14,268           3,980          6,247
Taxes other than income taxes                                 117,009         120,295        118,670
Depreciation and amortization                                 199,583         204,202        191,120
Other regulatory credits - net                                 (2,476)         (7,818)       (26,728)
                                                           ----------      ----------     ----------
TOTAL                                                       2,331,967       1,832,149      2,251,368
                                                           ----------      ----------     ----------

OPERATING INCOME                                              307,770         351,730        397,192

            OTHER INCOME (DEDUCTIONS)
Allowance for equity funds used during construction            15,855          11,010          9,248
Interest and dividend income                                   17,902           8,866         24,818
Miscellaneous - net                                          (109,389)          3,560         (4,694)
                                                           ----------      ----------     ----------
TOTAL                                                         (75,632)         23,436         29,372
                                                           ----------      ----------     ----------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                                    148,516         139,343        160,831
Other interest - net                                            8,827           5,497         13,537
Allowance for borrowed funds used during construction         (13,349)         (9,749)        (9,286)
                                                           ----------      ----------     ----------
TOTAL                                                         143,994         135,091        165,082
                                                           ----------      ----------     ----------

INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                         88,144         240,075        261,482

Income taxes                                                   24,249          65,997         82,038
                                                           ----------      ----------     ----------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE                                           63,895         174,078        179,444

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (net of income taxes of $12,713)                       (21,333)              -              -
                                                           ----------      ----------     ----------

NET INCOME                                                     42,562         174,078        179,444

Preferred dividend requirements and other                       4,701           4,888          5,025
                                                           ----------      ----------     ----------

EARNINGS APPLICABLE TO COMMON STOCK
COMMON STOCK                                                  $37,861        $169,190       $174,419
                                                           ==========      ==========     ==========
See Notes to Respective Financial Statements.




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                         ENTERGY GULF STATES, INC.
                          STATEMENTS OF CASH FLOWS

                                                                      For the Years Ended December 31,
                                                                     2003           2002         2001
                                                                               (In Thousands)

                   OPERATING ACTIVITIES
Net income                                                            $42,562      $174,078     $179,444
Noncash items included in net income:
  Reserve for regulatory adjustments                                   12,605        11,147      (27,374)
  Other regulatory credits - net                                       (2,476)       (7,818)     (26,728)
  Depreciation, amortization, and decommissioning                     213,851       208,182      197,367
  Deferred income taxes and investment tax credits                     24,574       (11,576)       4,320
  Allowance for equity funds used during construction                 (15,855)      (11,010)      (9,248)
  Cumulative effect of accounting change                               21,333             -            -
Changes in working capital:
  Receivables                                                         (96,409)       18,155       59,132
  Fuel inventory                                                       (1,469)        4,617      (16,753)
  Accounts payable                                                    (17,013)       83,428     (151,090)
  Taxes accrued                                                       (35,914)      (54,690)     (41,764)
  Interest accrued                                                     (1,900)       (4,544)        (125)
  Deferred fuel costs                                                  59,165        65,556      161,396
  Other working capital accounts                                      (11,906)      (19,551)       6,183
Provision for estimated losses and reserves                           115,878         1,478       (3,593)
Changes in other regulatory assets                                      3,983       (51,490)     (54,613)
Other                                                                 114,954        94,692       61,932
                                                                     --------      --------     --------
Net cash flow provided by operating activities                        425,963       500,654      338,486
                                                                     --------      --------     --------

                   INVESTING ACTIVITIES
Construction expenditures                                            (348,507)     (355,334)    (317,776)
Allowance for equity funds used during construction                    15,855        11,010        9,248
Nuclear fuel purchases                                                (39,959)      (21,820)     (14,148)
Proceeds from sale/leaseback of nuclear fuel                           38,029        21,923       15,222
Decommissioning trust contributions and realized
    change in trust assets                                            (11,428)      (12,488)     (11,319)
Changes in other temporary investments - net                          (23,579)       44,643      (44,643)
Other regulatory investments                                          (77,050)      (39,390)           -
                                                                     --------      --------     --------
Net cash flow used in investing activities                           (446,639)     (351,456)    (363,416)
                                                                     --------      --------     --------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                        1,032,682       337,481      298,554
Retirement of long-term debt                                       (1,048,129)     (194,057)    (124,829)
Redemption of preferred stock                                          (3,450)       (1,858)      (4,573)
Dividends paid:
  Common stock                                                        (68,100)      (91,200)     (83,700)
  Preferred stock                                                      (4,701)       (4,888)      (5,073)
                                                                     --------      --------     --------
Net cash flow provided by (used in) financing activities              (91,698)       45,478       80,379
                                                                     --------      --------     --------

Net increase (decrease) in cash and cash equivalents                 (112,374)      194,676       55,449

Cash and cash equivalents at beginning of period                      318,404       123,728       68,279
                                                                     --------      --------     --------

Cash and cash equivalents at end of period                           $206,030      $318,404     $123,728
                                                                     ========      ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                               $152,655      $143,961     $169,067
  Income taxes                                                       ($30,987)      $98,734     $107,726

See Notes to Respective Financial Statements.


                       ENTERGY GULF STATES, INC.
                            BALANCE SHEETS
                                ASSETS

                                                                            December 31,
                                                                       2003          2002
                                                                          (In Thousands)

                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                  $20,754       $25,591
  Temporary cash investments - at cost,
    which approximates market                                           185,276       292,813
                                                                     ----------    ----------
        Total cash and cash equivalents                                 206,030       318,404
                                                                     ----------    ----------
Other temporary investments                                              23,579             -
Accounts receivable:
  Customer                                                              115,729        81,879
  Allowance for doubtful accounts                                        (4,856)       (5,893)
  Associated companies                                                   76,726        21,356
  Other                                                                  27,243        40,156
  Accrued unbilled revenues                                             114,442        95,377
                                                                     ----------    ----------
    Total accounts receivable                                           329,284       232,875
                                                                     ----------    ----------
Deferred fuel costs                                                     118,449       100,564
Accumulated deferred income taxes                                         6,116         1,681
Fuel inventory - at average cost                                         50,863        49,394
Materials and supplies - at average cost                                 99,357        99,190
Prepayments and other                                                    51,236        47,206
                                                                     ----------    ----------
TOTAL                                                                   884,914       849,314
                                                                     ----------    ----------

             OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                             267,917       240,735
Non-utility property - at cost (less accumulated depreciation)          139,911       192,975
Other                                                                    21,852        20,737
                                                                     ----------    ----------
TOTAL                                                                   429,680       454,447
                                                                     ----------    ----------

                      UTILITY PLANT
Electric                                                              8,208,394     7,895,009
Property under capital lease                                             11,009        19,795
Natural gas                                                              69,180        60,810
Construction work in progress                                           325,888       306,209
Nuclear fuel under capital lease                                         63,684        41,447
                                                                     ----------    ----------
TOTAL UTILITY PLANT                                                   8,678,155     8,323,270
Less - accumulated depreciation and amortization                      3,953,275     3,796,512
                                                                     ----------    ----------
UTILITY PLANT - NET                                                   4,724,880     4,526,758
                                                                     ----------    ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                       442,062       452,887
  Other regulatory assets                                               320,363       257,741
Long-term receivables                                                    19,375        23,192
Other                                                                    33,588        35,194
                                                                     ----------    ----------
TOTAL                                                                   815,388       769,014
                                                                     ----------    ----------

TOTAL ASSETS                                                         $6,854,862    $6,599,533
                                                                     ==========    ==========
See Notes to Respective Financial Statements.


                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                       December 31,
                                                                    2003        2002
                                                                      (In Thousands)

                 CURRENT LIABILITIES
Currently maturing long-term debt                                  $354,000     $293,000
Accounts payable:
  Associated companies                                               84,000       51,383
  Other                                                             156,166      205,796
Customer deposits                                                    47,044       48,061
Taxes accrued                                                             -       35,914
Nuclear refueling outage costs                                        8,238       14,244
Interest accrued                                                     36,970       38,870
Obligations under capital leases                                     34,075       36,157
Other                                                                14,755       15,441
                                                                 ----------   ----------
TOTAL                                                               735,248      738,866
                                                                 ----------   ----------

               NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued               1,422,776    1,310,028
Accumulated deferred investment tax credits                         144,323      156,401
Obligations under capital leases                                     40,618       25,085
Other regulatory liabilities                                         13,885        5,557
Decommissioning and retirement cost liabilities                     298,785      237,775
Transition to competition                                            79,098       79,098
Regulatory reserves                                                  57,343       44,738
Accumulated provisions                                               75,868       65,289
Long-term debt                                                    1,989,613    2,046,917
Preferred stock with sinking fund                                    20,852            -
Other                                                               233,985       93,396
                                                                 ----------   ----------
                                                                  4,377,146    4,064,284
                                                                 ----------   ----------

Preferred stock with sinking fund                                         -       24,327

                 SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                 47,327       47,327
Common stock, no par value, authorized 200,000,000
  shares; issued and outstanding 100 shares in 2003 and 2002        114,055      114,055
Paid-in capital                                                   1,157,484    1,157,459
Retained earnings                                                   419,690      449,929
Accumulated other comprehensive income                                3,912        3,286
                                                                 ----------   ----------
TOTAL                                                             1,742,468    1,772,056
                                                                 ----------   ----------

Commitments and Contingencies

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $6,854,862   $6,599,533
                                                                 ==========   ==========
See Notes to Respective Financial Statements.


                        ENTERGY GULF STATES, INC.
        STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME

                                                                     For the Years Ended December 31,
                                                             2003                   2002                   2001
                                                                             (In Thousands)
               RETAINED EARNINGS
Retained Earnings - Beginning of period              $449,929               $371,939               $285,128

    Add  - Net Income                                  42,562     $42,562    174,078    $174,078    179,444    $179,444

    Deduct:
        Dividends declared on common stock             68,100                 91,200                 83,700
        Preferred dividend requirements and other       4,701       4,701      4,888       4,888      5,025      5,025
        Capital stock and other expenses                    -                      -                  3,908
                                                     --------               --------               --------
              Total                                    72,801                 96,088                 92,633
                                                     --------               --------               --------

Retained Earnings - End of period                    $419,690               $449,929               $371,939
                                                     ========               ========               ========
        ACCUMULATED OTHER COMPREHENSIVE
             INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes $3,286                    $ -                    $ -

Net derivative instrument fair value changes
  arising during the period                               626         626      3,286       3,286          -          -
                                                       ------     -------     ------   ---------     ------   --------
Balance at end of period:
  Accumulated derivative instrument fair value changes $3,912                 $3,286                    $ -
Comprehensive Income                                   ======     $38,487     ======    $172,476     ======   $174,419
                                                                  =======              =========              ========
See Notes to Respective Financial Statements.

ENTERGY GULF STATES, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands)
Operating revenues	$2,639,737	$2,183,879	$2,648,560	$2,511,240	$2,127,208
Net income	$42,562	$174,078	$179,444	$180,343	$125,000
Total assets	$6,854,862	$6,599,533	$6,209,741	$6,134,017	$5,733,022
Long-term obligations (1)	$2,051,083	$2,096,329	$2,130,245	$1,978,149	$1,966,269

(1) Includes long-term debt (excluding currently maturing debt), preferred stock with sinking fund, and noncurrent capital lease obligations.

ENTERGY LOUISIANA, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2003 Compared to 2002

Net income increased slightly primarily due to increased net revenue and decreased interest charges, almost entirely offset by increased other operation and maintenance expenses, increased depreciation and amortization expenses, and increased taxes other than income taxes.

2002 Compared to 2001

Net income increased $12.2 million primarily due to increased net revenue, decreased taxes other than income taxes, and decreased interest charges, partially offset by increased other operation and maintenance expenses and increased depreciation and amortization expenses.

Net Revenue

2003 Compared to 2002

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2003 to 2002.

	(In Millions)
2002 net revenue	$922.9
Fuel price	59.1
Asset retirement obligation	8.2
Volume	(16.2)
Vidalia settlement	(9.2)
Other	8.9
2003 net revenue	$973.7

The fuel price variance is due to a revised estimate made in December 2002 of the fuel cost component of the price applied to unbilled sales and further revision of that estimate in the first quarter of 2003.

The asset retirement obligation variance is due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase is offset by decommissioning expense and has no effect on net income.

The volume variance is due to a decrease in electricity usage in the service territory. Billed usage decreased 1,868 GWh in the industrial sector including the loss of a large industrial customer to cogeneration.

The $9.2 million decrease is due to the September 2002 settlement related to the Vidalia contract. See "Liquidity and Capital Resources" below for more details.

Gross operating revenues, fuel and purchased power expenses, and other regulatory charges

Gross operating revenues increased primarily due to:

• an increase of $277.2 million in fuel cost recovery revenues due to higher fuel rates; and
• an increase of $94.7 million in gross wholesale revenue due to increased sales to affiliated systems.

Fuel and purchased power expenses increased primarily due to an increase in the market prices of natural gas and purchased power.

Other regulatory charges decreased primarily due to:

• a decrease of $8.2 million due to the change in accounting for asset retirement obligations in compliance with SFAS 143, adopted in January 2003. This decrease has no effect on net income; and
• a decrease of $5.9 million due to deferred capacity charges recorded in the third quarter as allowed by the LPSC related to generation resource planning.

2002 Compared to 2001

Following is an analysis of the change in net revenue comparing 2002 to 2001.

Following is an analysis of the change in net revenue comparing 2002 to 2001.

	(In Millions)
2001 net revenue	$895.8
Fuel price	45.0
Volume	79.5
System Energy refund in 2001	(68.1)
Summer capacity charges	(23.0)
Other	(6.3)
2002 net revenue	$922.9

The fuel price variance is due to an increase in the price applied to unbilled sales partially offset by a revised estimate made in December 2002 to the fuel component of unbilled revenue.

The volume variance is due to an increase in electricity usage in the service territory. Billed usage increased a total of 1,042 GWh primarily in the residential and industrial sectors.

The effect of the System Energy refund resulted from System Energy's application to FERC in May 1995 for a rate increase, which it implemented in December 1995, subject to refund. The request sought changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. In July 2000, FERC approved a lower rate of return than the rate sought by System Energy. Upon receipt of a final FERC order in July 2001, Entergy Louisiana recorded entries to spread the impacts of FERC's order to the various revenue, expense, asset, and liability accounts affected, as if the order had been in place since commencement of the case in 1995. The accounting entries necessary to record the effects of the order reduced Entergy Louisiana's purchased power expenses by $68.1 million in 2001, which resulted in a corresponding increase in net revenue in 2001.

Summer capacity charges decreased net revenue due to the deferral in 2001 of capacity charges included in purchased power costs for the summers of 2000 and 2001 and the amortization of these capacity charges in 2002. The amortization of the summer 2000 capacity charges ended in July 2002. The amortization of the capacity charges for the summer of 2001 began in August 2002 and ended in July 2003.

Gross operating revenues, fuel and purchased power expenses, and other regulatory charges

Gross operating revenues decreased primarily due to a decrease in fuel cost recovery revenues of $202.9 million due to lower fuel rates, partially offset by an increase in price applied to unbilled sales of $45 million and an increase in sales volume of $79.5 million, as discussed above.

Fuel and purchased power expenses decreased primarily due to:

• the decline in natural gas prices in 2002;
• a decrease in the average price of purchased power; and
• a decrease in deferred fuel expense due to lower fuel revenues.

The decrease was partially offset by the reduction of purchased power expenses in 2001 as a result of the FERC-ordered refund from System Energy as discussed above.

Other regulatory charges increased primarily due to the deferred capacity charges discussed above.

Other Income Statement Variances

2003 Compared to 2002

Other operation and maintenance expenses increased primarily due to:

• voluntary severance program accruals of $19.7 million; and
• an increase of $13.4 million in benefit costs.

Decommissioning expenses increased $10.1 million primarily due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase in decommissioning expense is offset by regulatory credits and interest and dividend income and has no effect on net income.

Taxes other than income taxes increased primarily due to the franchise tax adjustments of $10.8 million recorded in 2002 as a result of a favorable court decision that allowed Entergy Louisiana to receive a refund for certain franchise taxes previously expensed and paid under protest.

Depreciation and amortization expenses increased primarily due to an increase in plant in service.

Interest charges decreased primarily due to decreased interest on long-term debt of $25.5 million due to the redemption of $150 million of First Mortgage Bonds in June 2003 and the redemption of $187 million of First Mortgage Bonds from April through December of 2002, partially offset by the issuance of $150 million of First Mortgage Bonds in March 2002.

2002 Compared to 2001

Other operation and maintenance expenses increased primarily due to:

• an increase of $13.3 million in fossil expenses due to maintenance outages at the Ninemile Point, Little Gypsy, and Waterford fossil plants and turbine inspection costs at the Sterlington fossil plant;
• an increase of $11.9 million in benefit costs;
• an increase of $4.4 million in outside services employed; and
• an increase of $4.4 million in transportation costs.

Taxes other than income taxes decreased due to franchise tax adjustments of $10.8 million as a result of a favorable court decision which allowed Entergy Louisiana to receive a refund for certain franchise taxes previously expensed and paid under protest.

Depreciation and amortization expenses increased primarily due to an increase in plant in service combined with revisions made to the useful lives of certain intangible plant assets to more appropriately reflect their actual lives, which lowered expense in 2001 in accordance with regulatory treatment.

Interest charges decreased primarily due to the following:

• adjustments of $3.5 million to interest expense previously recorded on franchise tax accruals as a result of the franchise tax adjustment discussed above;
• a decrease of $5.9 million in interest on long-term debt due to the refinancing and net redemption of First Mortgage Bonds in the amounts of $18.7 million in 2001 and $140 million in 2002; and
• interest of $4.6 million accrued in 2001 on reserves provided for fuel-related refunds that were made in the summer of 2001.

Income taxes

The effective income tax rates for 2003, 2002, and 2001 were 40.0%, 36.9%, and 39.4%. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

		2003	2002	2001
		(In Thousands)
Cash and cash equivalents at beginning of period		$311,800	$42,408	$43,959
Cash flow provided by (used in):
	Operating activities	413,939	1,035,777	430,515
	Investing activities	(268,372)	(212,333)	(218,331)
	Financing activities	(448,580)	(554,052)	(213,735)
	Net increase (decrease) in cash and cash equivalents	(303,013)	269,392	(1,551)
Cash and cash equivalents at end of period		$8,787	$311,800	$42,408

Operating Activities

Cash flow from operations decreased $621.8 million in 2003 and increased $605.3 million in 2002as a result of Entergy Louisiana changing its method of accounting for tax purposes related to the contract to purchase power from the Vidalia project (the contract is discussed in Note 9 to the domestic utility companies and System Energy financial statements). The new tax accounting method provided a cumulative cash flow benefit of approximately $867 million in 2002, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power. In a settlement approved by the LPSC, Entergy Louisiana will keep a portion of the benefit in exchange for crediting customer rates. The credit will be $11 million annually through at least 2010. See Part I, Item I for additional details concerning the settlement.

Entergy Louisiana has reduced its indebtedness and preferred stock with a portion of the cash. In accordance with the terms of the settlement, Entergy Louisiana requested SEC approval to return up to $350 million of common equity capital to Entergy Corporation in order to maintain Entergy Louisiana's current capital structure. In December 2002, Entergy Louisiana repurchased $120 million of common stock from Entergy Corporation and paid a dividend of $122.6 million pursuant to the SEC approval. The provisions of the settlement provide that the LPSC shall not recognize or use Entergy Louisiana's use of this cash in setting any of Entergy Louisiana's rates. Therefore, to the extent Entergy Louisiana's use of the proceeds would ordinarily have reduced its rate base, no change in rate base shall be reflected for ratemaking purposes. The SEC approval for additional return of equity capital is now expired.

Entergy Louisiana's receivables from or (payables) to the money pool were as follows as of December 31 for each of the following years:

2003	2002	2001	2000
(In Thousands)
($41,317)	$18,854	$3,812	$22,907

Money pool activity provided $60.2 million of Entergy Louisiana's operating cash flow in 2003, used $15.0 million in 2002, and provided $19.1 million in 2001. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

Investing Activities

The increase of $56.0 million in net cash used by investing activities in 2003 was primarily due to increased spending of $47.9 million on customer service, transmission, and nuclear projects.

Financing Activities

The decrease of $105.5 million in net cash used by financing activities in 2003 was primarily due to:

• a decrease of $125.9 million in common stock dividends paid; and
• the repurchase of $120 million of common stock from Entergy Corporation in 2002.

The decrease in net cash used was partially offset by the following:

• the retirement in 2003, at maturity, of $150 million of 8.5% Series First Mortgage Bonds using cash on hand and the retirement of $110.95 million of 5.35% Series St. Charles Parish Bonds using a combination of cash on hand and short-term borrowings compared to the net retirement of $134.6 million in 2002; and
• principal payments of $35.4 million in 2003 for the Waterford 3 Lease Obligation compared to principal payments of $15.9 million in 2002.

The increase of $340.3 million in net cash used by financing activities in 2002 was primarily due to:

• the net retirement of an additional $120.9 million of first mortgage bonds in 2002;
• an increase in common stock dividends paid of $136.8 million; and
• the repurchase of $120 million of common stock from Entergy Corporation.

See Note 5 to the domestic utility companies and System Energy financial statements for details of long-term debt.

Uses of Capital

Entergy Louisiana requires capital resources for:

• construction and other capital investments;
• debt and preferred stock maturities;
• working capital purposes, including the financing of fuel and purchased power costs; and
• dividend and interest payments.

Following are the amounts of Entergy Louisiana's planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

	2004	2005-2006	2007-2008	After 2008	Total
	(In Millions)
Planned construction and
capital investment (1)	$454	$375	N/A	N/A	$829
Long-term debt	$15	$55	$115	$717	$902
Operating leases	$13	$12	$4	$2	$31
Purchase obligations (2)	$1,062	$821	$580	$1,649	$4,112
Nuclear fuel lease obligations (3)	$36	$30	N/A	N/A	$66

(1)	Includes $150 million each year for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.
(2)	As defined by SEC rule. For Entergy Louisiana almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Vidalia purchased power agreement and the Unit Power Sales Agreement, both of which are discussed in Note 9 to the domestic utility companies and System Energy financial statements.
(3)	It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

The planned capital investment estimate for Entergy Louisiana reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, business restructuring, and the ability to access capital. Management provides more information on construction expenditures and long-term debt and preferred stock maturities in Notes 5, 7, and 9 to the domestic utility companies and System Energy financial statements.

In January 2004, Entergy Louisiana signed an agreement to acquire the 718 MW Perryville power plant for $170 million. The plant is owned by a subsidiary of Cleco Corporation, which subsidiary submitted a bid in response to Entergy's Fall 2002 request for proposals for supply-side resources. The signing of the agreement followed a voluntary Chapter 11 bankruptcy filing by the plant's owner. Entergy expects that Entergy Louisiana will own 100 percent of the Perryville plant, and that Entergy Louisiana will sell 75 percent of the output to Entergy Gulf States under a long-term cost-of-service power purchase agreement. The purchase of the plant, expected to be completed by December 2004, is contingent upon obtaining necessary approvals from the bankruptcy court and from state and federal regulators, including approval of full cost recovery, giving consideration to the need for the power and the prudence of Entergy Louisiana and Entergy Gulf States for engaging in the transaction. In a ddition, Entergy Louisiana and Entergy Gulf States executed an interim power purchase agreement with the plant's owner through the date of the acquisition's closing (so long as that occurs by September 2005) for 100 percent of the output of the Perryville plant.

As a wholly-owned subsidiary, Entergy Louisiana dividends its earnings to Entergy Corporation at a percentage determined monthly. Currently, all of Entergy Louisiana's retained earnings are available for distribution.

Sources of Capital

Entergy Louisiana's sources to meet its capital requirements include:

• internally generated funds;
• cash on hand;
• debt issuances; and
• bank financing under new and existing facilities.

In 2002, Entergy Louisiana issued $150 million of long-term debt and used a portion of the proceeds to redeem $115 million of outstanding debt. The remaining net proceeds were used to reduce short-term indebtedness incurred for working capital and other purposes. Entergy Louisiana is expected to continue refinancing or redeeming higher-cost debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common and preferred stock issuances by Entergy Louisiana require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy Louisiana has sufficient capacity under these tests to meet its foreseeable capital needs.

Short-term borrowings by Entergy Louisiana, including borrowings under the money pool, are limited to an amount authorized by the SEC, $225 million. Under the SEC order authorizing the short-term borrowing limits, Entergy Louisiana cannot incur new short-term indebtedness if its common equity would comprise less than 30% of its capital. In addition, Entergy Louisiana is restricted from publicly issuing new long-term debt unless its senior secured debt will be rated as investment grade. Entergy Louisiana has a 364-day credit facility available expiring May 2004 in the amount of $15 million of which none was drawn at December 31, 2003.See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Louisiana's short-term borrowing limits.

Significant Factors and Known Trends

Utility Restructuring

Major changes are occurring in the wholesale and retail electric utility business, including in the electric transmission business. In a July 2001 report to the LPSC, the LPSC staff concluded that retail competition is not in the public interest at this time for any customer class. Nevertheless, the LPSC staff recommended that retail open access be made available for certain large industrial customers as early as January 2003. An eligible customer choosing to go to competition would be required to provide its utility with a minimum of six months notice prior to the date of retail open access. The LPSC staff report also recommended that all customers who do not currently co- or self-generate, or have co- or self-generation under construction as of a date to be specified by the LPSC, remain liable for their share of stranded costs. During its October 2001 meeting, the LPSC adopted dates by which a total of 800 MW of co- or self-generation could be developed in Lo uisiana without being affected by stranded costs. During its November 2001 meeting, the LPSC decided not to adopt a plan for retail open access at this time, but to have collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. No further action has been taken by the LPSC at this time.

At FERC, the pace of restructuring at the wholesale level has begun but has been delayed. It is too early to predict the ultimate effects of changes in U.S. energy markets. Restructuring issues are complex and are continually affected by events at the national, regional, state, and local levels. However, these changes may result, in the long-term, in fundamental changes in the way traditional integrated utilities and holding company systems, like the Entergy system, conduct their business. Some of these changes may be positive for Entergy, while others may not be.

State Rate Regulation

The rates that Entergy Louisiana charges for its services are an important item influencing its financial position, results of operations, and liquidity. Entergy Louisiana is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the LPSC, is primarily responsible for approval of the rates charged to customers.

In January 2004, Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase of approximately $167 million. In that filing, Entergy Louisiana noted that approximately $73 million of the base rate increase was attributable to the acquisition of a generating station and certain power purchase agreements that, based on current natural gas prices, would produce fuel and purchased power savings for customers that substantially mitigate the impact of the requested base rate increase. The filing also requested an allowed ROE of 11.4%. Entergy Louisiana's previously authorized ROE midpoint currently in effect is 10.5%. A procedural schedule has not yet been established.

Performance-based formula rate plan filings expired in 2001 for Entergy Louisiana. In conjunction with the LPSC staff, Entergy Louisiana continues to pursue development of a generation incentive structure.

In addition to rate proceedings, Entergy Louisiana's fuel costs recovered from customers are subject to regulatory scrutiny. This regulatory risk represents Entergy Louisiana's largest potential exposure to price changes in the commodity markets.

Entergy Louisiana's retail rate matters and proceedings, including fuel cost recovery-related issues, are discussed in Note 2 to the domestic utility companies and System Energy financial statements.

System Agreement Proceedings

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generation and transmission facilities pursuant to the terms of the System Agreement. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

The LPSC and the Council commenced a proceeding at FERC in June 2001. Pursuant to a settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. In this proceeding, the LPSC alleges that the rough production cost equalization required by FERC under the System Agreement and the Unit Power Sales Agreement has been disrupted by changed circumstances. The LPSC requests that FERC amend the System Agreement or the Unit Power Sales Agreement or both to achieve full production cost equalization or to restore rough production cost equalization. The complaint does not seek a change in the total amount of the costs allocated by either the System Agreement or the Unit Power Sales Agreement. In addition the LPSC alleges that provisions of the System Agreement relating to minimum-run and must-run units, the methodology of billing versus dispatch, and the use of a rolling twelve-month average of system peaks, increase costs paid by ratepayers in the LPSC's jurisdiction. Several parties intervened in the proceeding, including the APSC and the MPSC. The APSC and the MPSC responses opposed the relief sought by the LPSC.

In its complaint, the LPSC alleges that Entergy Louisiana's annual production costs over the period 2002 to 2007 will be $132 million to $139 million over the average for the domestic utility companies. This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of Entergy Louisiana, al though neither the timing nor the outcome of the proceedings at FERC can be predicted at this time. In February 2002, the FERC set the matter for hearing and established a refund effective period consisting of the 15 months following September 13, 2001. A subsequent extension of the procedural schedule extended the refund effective period by 120 days.

In January 2003 the domestic utility companies filed testimony in the case, showing that over the life of the System Agreement the relative total production costs of the domestic utility companies are roughly equal, and suggesting that no changes to the System Agreement such as those sought by the LPSC are appropriate. In April 2003, witnesses on behalf of the FERC staff filed testimony in the proceeding suggesting that full production cost equalization should not be adopted by the FERC in this case, and that when measured over a suitably long period, the total production costs of the domestic utility companies were roughly equal and were likely to remain so, given the Entergy System's proposed resource plan. Hearings in the proceeding ended in late-August 2003. The Initial Decision of the FERC ALJ was released on February 6, 2004. The ALJ concludes that full production cost equalization should not be implemented; that the Entergy System currently is not in rough production cost equaliz ation and is not likely to be in rough production cost equalization for the foreseeable future; and that the appropriate remedy to achieve rough equalization is to have the low cost companies compensate the high cost companies whenever one or more companies' annual total production costs from 2003 forward differ by more than +/- 7.5% from the Entergy System average annual total production costs, or whenever the three year average of one or more companies' total production costs (commencing with the three years 2004 through 2006, and yearly thereafter) differ by more than +/- 5% from the Entergy System average total production costs during any three year cycle. In the calculation of what each company's total production costs are, the ALJ determined that the full cost of Vidalia project power purchases by Entergy Louisiana should be included, but the ALJ rejected other adjustments proposed by the LPSC. Also, the ALJ determined that the average of the four highest monthly demand peaks for the year (4 CP) shou ld be used for calculating reserve sharing costs, rather than the current 12 CP method. Finally, the ALJ determined that there is no valid issue concerning "billing versus dispatch" in the rate schedule by which exchange energy is priced, MSS-3, that MSS-3 has not been misapplied or misinterpreted by Entergy, and that MSS-3 should not be changed.  The ALJ's Initial Decision did not specifically address refund exposure.

Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in April 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

The LPSC instituted a companion ex-parte System Agreement investigation to litigate several of the System Agreement issues that the LPSC is litigating before the FERC in the previously discussed System Agreement proceeding. This companion proceeding will require the LPSC to interpret various provisions of the System Agreement, including those relating to minimum-run and must-run units, the propriety of the methods used for billing and dispatch on the Entergy System, and the use of a rolling, twelve-month average of system peaks for allocating certain costs. In addition, by this companion proceeding the LPSC is questioning whether Entergy Louisiana and Entergy Gulf States were prudent for not seeking changes to the System Agreement previously, so as to lower costs imposed upon their ratepayers and to increase costs imposed upon ratepayers of other domestic utility companies. The LPSC staff has filed testimony suggesting that the remedy for the alleged imprudence of Entergy Louisiana and Entergy Gulf States should be a reduction in allowed rate of return on common equity of 100 basis points. The domestic utility companies have challenged the propriety of the LPSC's litigating System Agreement issues. Nevertheless, on January 16, 2002 the LPSC affirmed a decision of its ALJ upholding the LPSC staff's right to litigate System Agreement issues at the LPSC, rather than before the FERC. The procedural schedule is suspended at this time and an evidentiary hearing is not scheduled. An unrelated case between the LPSC and Entergy Louisiana raised the question of whether a state regulator is pre-empted by federal law from reviewing and interpreting FERC rate schedules that are part of the System Agreement, and from subsequently enforcing that interpretation. The LPSC interpreted a System Agreement rate schedule in the unrelated case, and then sought to enforce its interpretation. The Louisiana Supreme Court affirmed. In 2003, the U.S. Supreme Court ruled in Entergy Louisiana's favor and rev ersed the decisions of the LPSC and the Louisiana Supreme Court.

Industrial and Commercial Customers

Entergy Louisiana's large industrial and commercial customers continually explore ways to reduce their energy costs. In particular, cogeneration is an option available to a portion of Entergy Louisiana's industrial customer base. Entergy Louisiana responds by working with industrial and commercial customers and negotiating electric service contracts to provide competitive rates that match specific customer needs and load profiles. Despite these actions, Entergy Louisiana lost a large industrial customer to cogeneration in late 2002. The customer accounted for approximately 2% of its net revenue in 2001. Entergy Louisiana actively participates in economic development, customer retention, and reclamation activities to increase industrial and commercial energy demand, from both existing and new customers. Entergy Louisiana does not currently expect additional significant losses to cogeneration because of the current economics of the electricity markets and Entergy Louisiana's ma rketing efforts in retaining industrial customers.

Market and Credit Risks

Entergy Louisiana has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

Interest Rate and Equity Price Risk - Decommissioning Trust Funds

Entergy Louisiana's nuclear decommissioning trust funds expose it to fluctuations in equity prices and interest rates. The NRC requires Entergy Louisiana to maintain trusts to fund the costs of decommissioning Waterford 3. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the Waterford 3 trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1 and 9 to the domestic utility companies and System Energy financial statements.

Nuclear Matters

Entergy Louisiana owns and operates, through an affiliate, Waterford 3. Entergy Louisiana is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of Waterford 3, Entergy Louisiana may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

Environmental Risks

Entergy Louisiana's facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that Entergy Louisiana is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Litigation Risks

The state of Louisiana has proven to be an unusually litigious environment. Judges and juries in Louisiana have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy Louisiana uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

Critical Accounting Estimates

The preparation of Entergy Louisiana's financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in Entergy Louisiana's financial statements.

Nuclear Decommissioning Costs

Regulations require that Waterford 3 be decommissioned after the facility is taken out of service, and funds are collected and deposited in trust funds during the facility's operating life in order to provide for this obligation. Entergy Louisiana conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. See Note 9 to the domestic utility companies and System Energy financial statements for details regarding Entergy Louisiana's most recent study and the obligations recorded by Entergy Louisiana related to decommissioning. The following key assumptions have a significant effect on these estimates:

• Cost Escalation Factors - Entergy Louisiana's decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor averaging approximately 4.4%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.

• Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. Entergy Louisiana's decommissioning studies for Waterford 3 assume immediate decommissioning upon expiration of the original plant license. While the impact of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can significantly decrease the present value of these obligations.

• Spent Fuel Disposal - Federal regulations require the Department of Energy to provide a permanent repository for the storage of spent nuclear fuel, and recent legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. However, until this site is available, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant impact (as much as 16% of estimated decommissioning costs). Entergy Louisiana's decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.

• Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant impact on cost estimates. The impact of these potential changes is not presently determinable. Entergy Louisiana's decommissioning cost studies assume current technologies and regulations.

Entergy Louisiana collects substantially all of the projected costs of decommissioning Waterford 3 through rates charged to customers. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are estimated to be sufficient to fund the future decommissioning costs. If decommissioning cost study estimates were changed and approved by regulators, collections from customers would also change.

Prior to the implementation of SFAS 143, the obligations recorded by Entergy Louisiana for decommissioning were classified as a component of accumulated depreciation. The amounts recorded for these obligations were comprised of collections from customers and earnings on the trust funds.

SFAS 143

Entergy Louisiana implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs comprise substantially all of Entergy Louisiana's asset retirement obligations, and the measurement and recording of Entergy Louisiana's decommissioning obligations outlined above changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

• Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of Entergy Louisiana to increase significantly, as Entergy Louisiana had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
• Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. Entergy Louisiana's decommissioning studies to date have been based on Entergy Louisiana performing the work, and have not included any such margins or premiums. Inclusion of these items increases cost estimates.
• Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

The net effect of implementing this standard for Entergy Louisiana was recorded as a regulatory asset, with no resulting impact on Entergy Louisiana's net income. Entergy Louisiana recorded this regulatory asset because its existing rate mechanism is based on the original or historical cost standard that allows Entergy Louisiana to recover all ultimate costs of decommissioning existing assets from current and future customers. Upon implementation, assets and liabilities increased by approximately $305 million in 2003 as a result of recording the asset retirement obligation at its fair value of $305 million as determined under SFAS 143, increasing total utility plant by $99 million, reducing accumulated depreciation by $82 million, and recording the related regulatory asset of $124 million.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$215	$11,016
Rate of return on plan assets	(0.25%)	$826	-
Rate of increase in compensation	0.25%	$287	$2,756

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$540	$2,763
Discount rate	(0.25%)	$321	$3,191

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

Total pension cost for Entergy Louisiana in 2003 was $3.6 million, including a $5.4 million charge related to the Voluntary Severance Program. Entergy Louisiana is projecting 2004 pension cost to be $2.3 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. Entergy Louisiana was not required to make contributions to its pension plan in 2003, however it anticipates making $8.6 million in contributions in 2004.

Due to negative pension plan asset returns from 2000 to 2002, Entergy Louisiana's accumulated benefit obligation at December 31, 2002 exceeded plan assets. As a result, Entergy Louisiana was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 Entergy Louisiana reversed its additional minimum liability of $44.2 and the offsetting intangible asset of $5.4 million and regulatory asset of $38.8 million that were recorded at December 31, 2002. Net income for 2003 and 2002 were not impacted.

Total postretirement health care and life insurance benefit costs for Entergy Louisiana in 2003 were $19.4 million, including a $5.5 million charge related to the Voluntary Severance Program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. Entergy Louisiana expects 2004 postretirement health care and life insurance benefit costs to approximate $13.1 million.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy Louisiana, Inc.:

We have audited the accompanying balance sheets of Entergy Louisiana, Inc. as of December 31, 2003 and 2002, and the related statements of income, retained earnings, and cash flows (pages 211 through 216 and applicable items in pages 270 through 331) for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Louisiana, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 and Note 9 to the notes to respective financial statements, Entergy Louisiana, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, and Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, in 2003.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                         ENTERGY LOUISIANA, INC.
                            INCOME STATEMENTS

                                                         For the Years Ended December 31,
                                                           2003         2002        2001
                                                                   (In Thousands)

               OPERATING REVENUES
Domestic electric                                       $2,165,570   $1,815,352  $1,901,913
                                                        ----------   ----------  ----------
               OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              525,645      436,568     620,415
   Purchased power                                         668,337      438,627     410,435
   Nuclear refueling outage expenses                        11,130       11,502      12,624
   Other operation and maintenance                         376,770      340,803     299,532
Decommissioning                                             20,569       10,422      10,422
Taxes other than income taxes                               70,084       60,698      77,376
Depreciation and amortization                              192,972      182,871     171,217
Other regulatory charges (credits) - net                    (2,160)      17,219     (24,738)
                                                        ----------   ----------  ----------
TOTAL                                                    1,863,347    1,498,710   1,577,283
                                                        ----------   ----------  ----------

OPERATING INCOME                                           302,223      316,642     324,630
                                                        ----------   ----------  ----------

                  OTHER INCOME
Allowance for equity funds used during construction          6,900        5,195       4,531
Interest and dividend income                                 8,820        7,668       6,234
Miscellaneous - net                                         (3,100)      (3,244)     (3,904)
                                                        ----------   ----------  ----------
TOTAL                                                       12,620        9,619       6,861
                                                        ----------   ----------  ----------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                                  73,227       98,242     104,187
Other interest - net                                         3,529        2,425      11,889
Allowance for borrowed funds used during construction       (5,475)      (3,880)     (3,422)
                                                        ----------   ----------  ----------
TOTAL                                                       71,281       96,787     112,654
                                                        ----------   ----------  ----------

INCOME BEFORE INCOME TAXES                                 243,562      229,474     218,837

Income taxes                                                97,408       84,765      86,287
                                                        ----------   ----------  ----------

NET INCOME                                                 146,154      144,709     132,550

Preferred dividend requirements and other                    6,714        6,714       7,495
                                                        ----------   ----------  ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                              $139,440     $137,995    $125,055
                                                        ==========   ==========  ==========
See Notes to Respective Financial Statements.






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                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS

                                                                For the Years Ended December 31,
                                                                2003         2002        2001
                                                                         (In Thousands)

                 OPERATING ACTIVITIES
Net income                                                     $146,154     $144,709    $132,550
Noncash items included in net income:
  Reserve for regulatory adjustments                              1,858            -     (11,456)
  Other regulatory charges (credits) - net                       (2,160)      17,219     (24,738)
  Depreciation, amortization, and decommissioning               213,541      193,293     181,639
  Deferred income taxes and investment tax credits              859,157       39,849     (27,382)
  Allowance for equity funds used during construction            (6,900)      (5,195)     (4,531)
Changes in working capital:
  Receivables                                                    (4,418)     (68,936)    131,313
  Accounts payable                                               49,028        7,370     (50,121)
  Taxes accrued                                                (804,805)     779,590      (2,897)
  Interest accrued                                              (10,324)      (3,971)     (1,012)
  Deferred fuel costs                                           (56,211)     (41,891)    151,544
  Other working capital accounts                                 10,395     (118,718)    (71,119)
Provision for estimated losses and reserves                      12,194        5,818       4,321
Changes in other regulatory assets                               59,169      (23,879)      2,569
Other                                                           (52,739)     110,519      19,835
                                                               --------   ----------    --------
Net cash flow provided by operating activities                  413,939    1,035,777     430,515
                                                               --------   ----------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (257,754)    (209,826)   (203,059)
Allowance for equity funds used during construction               6,900        5,195       4,531
Nuclear fuel purchases                                          (41,525)     (50,473)          -
Proceeds from sale/leaseback of nuclear fuel                     41,525       50,473           -
Decommissioning trust contributions and realized
    change in trust assets                                      (17,506)     (13,854)    (13,651)
Changes in other investments - net                                  (12)       6,152      (6,152)
                                                               --------   ----------    --------
Net cash flow used in investing activities                     (268,372)    (212,333)   (218,331)
                                                               --------   ----------    --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                          -      144,679           -
Retirement of long-term debt                                   (296,366)    (300,617)    (35,088)
Redemption of preferred stock                                         -            -     (35,000)
Repurchase of common stock                                            -     (120,000)          -
Dividends paid:
  Common stock                                                 (145,500)    (271,400)   (134,600)
  Preferred stock                                                (6,714)      (6,714)     (9,047)
                                                               --------   ----------    --------
Net cash flow used in financing activities                     (448,580)    (554,052)   (213,735)
                                                               --------   ----------    --------

Net increase (decrease) in cash and cash equivalents           (303,013)     269,392      (1,551)

Cash and cash equivalents at beginning of period                311,800       42,408      43,959
                                                               --------   ----------    --------

Cash and cash equivalents at end of period                       $8,787     $311,800     $42,408
                                                               ========   ==========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                          $84,089      $99,998    $110,971
  Income taxes                                                  $35,128    ($781,540)   $111,507

See Notes to Respective Financial Statements.


                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                                  ASSETS

                                                                             December 31,
                                                                         2003        2002
                                                                           (In Thousands)

                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                    $8,787      $15,130
  Temporary cash investments - at cost,
    which approximates market                                                  -      296,670
                                                                      ----------   ----------
        Total cash and cash equivalents                                    8,787      311,800
                                                                      ----------   ----------
Accounts receivable:
  Customer                                                                93,393       95,009
  Allowance for doubtful accounts                                         (4,487)      (4,090)
  Associated companies                                                     9,074       30,722
  Other                                                                   12,334       17,949
  Accrued unbilled revenues                                              138,164      104,470
                                                                      ----------   ----------
    Total accounts receivable                                            248,478      244,060
                                                                      ----------   ----------
Deferred fuel costs                                                       30,609            -
Accumulated deferred income taxes                                              -        4,400
Materials and supplies - at average cost                                  74,349       78,327
Deferred nuclear refueling outage costs                                   19,226       10,017
Prepayments and other                                                     67,623      117,720
                                                                      ----------   ----------
TOTAL                                                                    449,072      766,324
                                                                      ----------   ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                      14,230       14,230
Decommissioning trust funds                                              151,996      125,054
Non-utility property - at cost (less accumulated depreciation)            21,307       21,489
Other                                                                      2,177        2,165
                                                                      ----------   ----------
TOTAL                                                                    189,710      162,938
                                                                      ----------   ----------

                       UTILITY PLANT
Electric                                                               5,836,914    5,557,776
Property under capital lease                                             250,102      241,071
Construction work in progress                                            172,405      147,122
Nuclear fuel under capital lease                                          65,066       50,893
                                                                      ----------   ----------
TOTAL UTILITY PLANT                                                    6,324,487    5,996,862
Less - accumulated depreciation and amortization                       2,686,778    2,502,785
                                                                      ----------   ----------
UTILITY PLANT - NET                                                    3,637,709    3,494,077
                                                                      ----------   ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                        156,111      157,642
  Other regulatory assets                                                217,689      145,205
Long-term receivables                                                      1,511        1,511
Other                                                                     22,737       26,007
                                                                      ----------   ----------
TOTAL                                                                    398,048      330,365
                                                                      ----------   ----------

TOTAL ASSETS                                                          $4,674,539   $4,753,704
                                                                      ==========   ==========
See Notes to Respective Financial Statements.



                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                            December 31,
                                                                         2003        2002
                                                                           (In Thousands)

                    CURRENT LIABILITIES
Currently maturing long-term debt                                        $14,809     $296,366
Accounts payable:
  Associated companies                                                   101,191       54,622
  Other                                                                  121,875      119,416
Customer deposits                                                         61,215       63,255
Accumulated deferred income taxes                                            566            -
Interest accrued                                                          20,229       30,553
Deferred fuel costs                                                            -       25,602
Obligations under capital leases                                          35,506       33,927
Other                                                                      5,110        8,941
                                                                      ----------   ----------
TOTAL                                                                    360,501      632,682
                                                                      ----------   ----------

                  NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued                    1,728,156    1,695,570
Accumulated deferred investment tax credits                              101,258      106,539
Obligations under capital leases                                          29,560       16,966
Other regulatory liabilities                                              12,204        6,601
Decommissioning and retirement cost liabilities                          352,120      148,551
Accumulated provisions                                                    86,534       74,340
Long-term debt                                                           887,687      902,353
Other                                                                     47,981       95,504
                                                                      ----------   ----------
TOTAL                                                                  3,245,500    3,046,424
                                                                      ----------   ----------

                   SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                     100,500      100,500
Common stock, no par value, authorized 250,000,000
  shares; issued 165,173,180 shares in 2003 and 2002                   1,088,900    1,088,900
Capital stock expense and other                                           (1,718)      (1,718)
Retained earnings                                                            856        6,916
Less - treasury stock, at cost (18,202,573 shares in 2003 and 2002)      120,000      120,000
                                                                      ----------   ----------
TOTAL                                                                  1,068,538    1,074,598
                                                                      ----------   ----------

Commitments and Contingencies

                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,647,539   $4,753,704
                                                                      ==========   ==========
See Notes to Respective Financial Statements.



       ENTERGY LOUISIANA, INC.
   STATEMENTS OF RETAINED EARNINGS

                                             For the Years Ended December 31,
                                               2003      2002        2001
                                                    (In Thousands)

Retained Earnings, January 1                   $6,916   $140,321   $150,319

  Add:
    Net income                                146,154    144,709    132,550

  Deduct:
    Dividends declared:
      Preferred stock                           6,714      6,714      7,495
      Common stock                            145,500    271,400    134,600
    Capital stock expenses                          -          -        453
                                             --------   --------   --------
        Total                                 152,214    278,114    142,548
                                             --------   --------   --------

Retained Earnings, December 31                   $856     $6,916   $140,321
                                             ========   ========   ========

See Notes to Respective Financial Statements.

ENTERGY LOUISIANA, INC.

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands)
Operating revenues	$2,165,570	$1,815,352	$1,901,913	$2,062,437	$1,806,594
Net income	$146,154	$144,709	$132,550	$162,679	$191,770
Total assets	$4,674,539	$4,753,704	$4,149,701	$4,289,409	$4,084,650
Long-term obligations (1)	$917,247	$919,319	$1,197,473	$1,411,345	$1,274,006

(1) Includes long-term debt (excluding currently maturing debt), preferred stock with sinking fund, and noncurrent capital lease obligations.

ENTERGY MISSISSIPPI, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

2003 Compared to 2002

Net income increased $14.7 million primarily due to an increase in net revenue, partially offset by an increase in depreciation and amortization expenses, decreased interest income, and increased other operation and maintenance expenses.

2002 Compared to 2001

Net income increased $12.8 million primarily due to an increase in net revenue and decreased interest charges, partially offset by a decrease in interest income, an increase in depreciation and amortization expenses, and an increase in other operation and maintenance expenses.

Net Revenue

2003 Compared to 2002

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses and 2) other regulatory credits. Following is an analysis of the change in net revenue comparing 2003 to 2002.

	(In Millions)
2002 net revenue	$380.2
Base rates	48.3
Other	(1.9)
2003 net revenue	$426.6

The increase in base rates was effective January 2003. The rate increase is discussed in Note 2 to the domestic utility companies and System Energy's financial statements.

Gross operating revenue, fuel and fuel-related expenses, and other regulatory charges (credits)

Gross operating revenues increased primarily due to:

• the base rate increase effective January 2003; and
• an increase of $29.7 million in fuel cost recovery revenues due to quarterly changes in the fuel factor resulting from increases in market prices of natural gas and purchased power.

The increase was partially offset by a decrease of $35.9 million in gross wholesale revenue as a result of decreased generation and purchases that resulted in less energy available for resale sales.

Fuel and fuel-related expenses decreased primarily due to the under-recovery of fuel and purchased power costs and decreased generation, partially offset by an increase in the market price of purchased power.

Other regulatory charges (credits) have no material effect on net income due to recovery and/or refund of such expenses. Other regulatory charges increased primarily due to an over-recovery of deferred capacity charges related to the Grand Gulf rate rider and the cessation of the Grand Gulf Accelerated Recovery Tariff that was suspended in July 2003.

2002 Compared to 2001

Following is an analysis of the change in net revenue comparing 2002 to 2001.

	(In Millions)
2001 net revenue	$342.8
Volume/weather	10.1
Forfeiture and service revenue	9.1
Price	3.1
Other	15.1
2002 net revenue	$380.2

The volume/weather variance is due to increased electricity usage in the service territory and the effect of more favorable weather. Billed usage increased a total of 208 GWh in all sectors.

Forfeiture and service revenue increased due to new customer fees and late charges.

The price variance increase is a result of a formula rate plan revenue increase effective May 2002.

Gross operating revenue, fuel and purchased power expenses, and other regulatory credits

Gross operating revenues decreased primarily due to:

• a decrease of $64.5 million in fuel recovery revenues primarily due to lower fuel factors resulting from decreases in the market prices of natural gas and purchased power; and
• a decrease of $47.3 million in gross wholesale revenue as a result of decreased generation and purchases that resulted in less energy available for resale sales.

Fuel and purchased power expenses decreased primarily due to:

• the displacement of oil generation by lower priced gas generation. Oil generation was used in 2001 due to significant increases in the market price of natural gas;

• a decrease in generation; and

• a decrease in the average market price of purchased power.

Other regulatory credits decreased primarily due to the settlement of the System Energy rate proceeding in 2001 which ceased the deferral of costs associated with purchases from System Energy.

Other Income Statement Variances

2003 Compared to 2002

Other operation and maintenance expenses increased due to:

• voluntary severance program accruals of $7.1 million; and
• an increase of $4.4 million in benefit costs.

These increases were partially offset by a decrease of $4.0 million in plant maintenance expense due to outage costs at a fossil plant in 2002.

Depreciation and amortization expense increased due to an increase in plant in service.

Interest and dividend income decreased as result of carrying charges associated with under-recovery of fuel during 2002.

2002 Compared to 2001

Other operation and maintenance expenses increased primarily due to:

• an increase of $5.5 million in plant maintenance expenses due to unscheduled outage costs at a fossil plant; and
• an increase of $5.0 million in benefit costs.

Depreciation and amortization expenses increased due to increased plant in service combined with revisions made to the useful lives of certain intangible plant assets to more appropriately reflect their actual lives, which lowered expense in 2001 in accordance with regulatory treatment.

Interest and dividend income decreased due to the System Energy refund in 2001 eliminating the need to accrue interest on the deferred System Energy costs that Entergy Mississippi was not recovering currently through rates.

Interest on long-term debt decreased primarily due to the retirement of $65 million of 6.875% Series First Mortgage Bonds in June 2002.

Income Taxes

The effective income tax rates for 2003, 2002, and 2001 were 33.9%, 25.4%, and 34.1%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

		2003	2002	2001
		(In Thousands)
Cash and cash equivalents at beginning of period		$147,721	$54,048	$5,113
Cash flow provided by (used in):
	Operating activities	253,288	156,868	178,110
	Investing activities	(264,495)	(135,122)	(175,822)
	Financing activities	(72,676)	71,927	46,647
	Net increase (decrease) in cash and cash equivalents	(83,883)	93,673	48,935
Cash and cash equivalents at end of period		$63,838	$147,721	$54,048

Operating Activities

Cash flow from operations increased by $96.4 million in 2003 primarily due to a $78 million tax refund and increased net income, partially offset by money pool activity. Money pool activity decreased operating cash flow due to Entergy Mississippi's lending position in the money pool.

Cash flow from operations decreased by $21.2 million in 2002 due to the net effect of the System Energy refund, partially offset by increased net income and money pool activity.

Entergy Mississippi's receivables from or (payables) to the money pool were as follows as of December 31 for each of the following years:

2003	2002	2001	2000
(In Thousands)
$22,076	$8,702	$11,505	($30,719)

Money pool activity used $13.4 million of Entergy Mississippi's operating cash flows in 2003, provided $2.8 million of its operating cash flows in 2002, and used $42.2 million of its operating cash flows in 2001. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

Investing Activities

The increase of $129.4 million in net cash flow used in investing activities in 2003 was primarily due to cash used for other regulatory investments of $72.6 million as a result of under-recovered fuel and purchased power costs.

In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi has deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003. The deferred amount of $77.6 million plus carrying charges will be collected over a twelve-month period beginning January 2004.

The increase was also due to other temporary cash investments of $18.6 million that provided cash in 2002 upon maturity.

The decrease of $40.7 million in net cash flow used in investing activities in 2002 was primarily due to other temporary cash investments of $18.6 million made in 2001 that provided cash in 2002 when they matured.

Financing Activities

The increase of $144.6 million in net cash flow used in financing activities in 2003 was primarily due to a decrease in net issuances of long-term debt.

The increase of $25.3 million in net cash flow provided by financing activities in 2002 was primarily due to an increase in net issuances of long-term debt, partially offset by an increase in dividends paid of $7.7 million

See Note 5 to the domestic utility companies and System Energy financial statements for details on long-term debt.

Uses of Capital

Entergy Mississippi requires capital resources for:

• construction and other capital investments;
• debt and preferred stock maturities;
• working capital purposes, including the financing of fuel and purchased power costs; and
• dividend and interest payments.

Following are the amounts of Entergy Mississippi's planned construction and other capital investments, and existing debt obligations:

	2004	2005-2006	2007-2008	After 2008	Total
	(In Millions)
Planned construction and
capital investment (1)	$150	$263	N/A	N/A	$413
Long-term debt	$75	-	$180	$475	$730
Operating leases	$7	$10	$2	$1	$20
Purchase obligations (2)	$203	$390	$389	$2,587	$3,569

(1)	Consists almost entirely of maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.
(2)	As defined by SEC rule. For Entergy Mississippi almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 9 to the domestic utility companies and System Energy financial statements.

The planned capital investment estimate for Entergy Mississippi reflects capital required to support existing business and customer growth. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, and the ability to access capital. Management provides more information on construction expenditures and long-term debt and preferred stock maturities in Notes 5, 7, and 9 to the domestic utility companies and System Energy financial statements.

As a wholly-owned subsidiary, Entergy Mississippi dividends its earnings to Entergy Corporation at a percentage determined monthly. Entergy Mississippi is restricted by its long-term debt indentures in the payment of cash dividends or other distributions on its common and preferred stock. As of December 31, 2003, Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $41.9 million.

Sources of Capital

Entergy Mississippi's sources to meet its capital requirements include:

• internally generated funds;

• cash on hand;
• debt issuances; and
• bank financing under new or existing facilities.

Entergy Mississippi issued $295 million of First Mortgage Bonds in 2003 as follows:

Issue Date	Description	Maturity	Amount
			(In Thousands)
January 2003	5.15% Series	February 2013	$100,000
March 2003	4.35% Series	April 2008	100,000
May 2003	4.95% Series	June 2018	95,000
			$295,000

Proceeds from the $100 million issuance in March 2003 were used for general corporate purposes, including the retirement of short-term indebtedness and working capital needs. Higher fuel costs in the first quarter of 2003 contributed to the working capital needs. A portion of the proceeds from the other issuances, together with proceeds from the issuances of First Mortgage Bonds in October and November 2002 were used to redeem the following:

Retirement Date	Description	Maturity	Amount
			(In Thousands)
February 2003	7.75% Series	February 2003	$120,000
February 2003	6.25% Series	February 2003	70,000
March 2003	6.625% Series	November 2003	65,000
March 2003	8.25% Series	July 2004	25,000
June 2003	Libor + 0.65% Series	May 2004	50,000
			$330,000

Entergy Mississippi also has $75 million of currently maturing long-term debt due May 2004, a portion of which Entergy Mississippi expects to repay at maturity using a portion of the proceeds from the May 2003 issuance. Entergy Mississippi is expected to continue refinancing or redeeming higher-cost debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common and preferred stock issuances by Entergy Mississippi require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy Mississippi has sufficient capacity under these tests to meet its foreseeable capital needs.

Short-term borrowings by Entergy Mississippi, including borrowings under the money pool, are limited to an amount authorized by the SEC, of $160 million. Under the SEC order authorizing the short-term borrowing limits, Entergy Mississippi cannot incur new short-term indebtedness if the issuer's common equity would comprise less than 30% of its capital. Entergy Mississippi has a 364-day credit facility available expiring May 2004 in the amount of $25 million of which none was drawn at December 31, 2003. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy Mississippi's short-term borrowing limits.

Significant Factors and Known Trends

Utility Restructuring

Major changes are occurring in the wholesale and retail electric utility business, including in the electric transmission business. The MPSC has recommended not pursuing open access at this time. At FERC, the pace of restructuring at the wholesale level has begun but has been delayed. It is too early to predict the ultimate effects of changes in U.S. energy markets. Restructuring issues are complex and are continually affected by events at the national, regional, state, and local levels. However, these changes may result, in the long-term, in fundamental changes in the way traditional integrated utilities and holding company systems, like the Entergy system, conduct their business. Some of these changes may be positive for Entergy, while others may not be.

State and Local Rate Regulation

The rates that Entergy Mississippi charges for its services are an important item influencing its financial position, results of operations, and liquidity. Entergy Mississippi is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the MPSC, is primarily responsible for approval of the rates charged to customers. Entergy Mississippi did not have any new rate proceedings in 2003.

As approved by the MPSC, Entergy Mississippi implemented a $48.2 million rate increase effective January 2003.

Entergy Mississippi's fuel costs recovered from customers are subject to regulatory scrutiny. Entergy Mississippi's retail rate matters and proceedings, including fuel cost recovery-related issues are discussed more thoroughly in Note 2 to the domestic utility companies and System Energy financial statements.

System Agreement Proceedings

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generation and transmission facilities pursuant to the terms of the System Agreement. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

The LPSC and the Council commenced a proceeding at FERC in June 2001. Pursuant to a settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. In this proceeding, the LPSC alleges that the rough production cost equalization required by FERC under the System Agreement and the Unit Power Sales Agreement has been disrupted by changed circumstances. The LPSC requests that FERC amend the System Agreement or the Unit Power Sales Agreement or both to achieve full production cost equalization or to restore rough production cost equalization. The complaint does not seek a change in the total amount of the costs allocated by either the System Agreement or the Unit Power Sales Agreement. In addition the LPSC alleges that provisions of the System Agreement relating to minimum-run and must-run units, the methodology of billing versus dispatch, and the use of a rolling twelve-month average of system peaks, increase costs paid by ratepayers in the LPSC's jurisdiction. Several parties intervened in the proceeding, including the APSC and the MPSC. The APSC and the MPSC responses opposed the relief sought by the LPSC.

In its complaint, the LPSC alleges that Entergy Mississippi's annual production costs over the period 2002 to 2007 will be $27 million under to $13 million over the average for the domestic utility companies. This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of Entergy Mississ ippi, although neither the timing nor the outcome of the proceedings at FERC can be predicted at this time. In February 2002, the FERC set the matter for hearing and established a refund effective period consisting of the 15 months following September 13, 2001. A subsequent extension of the procedural schedule extended the refund effective period by 120 days.

In January 2003 the domestic utility companies filed testimony in the case, showing that over the life of the System Agreement the relative total production costs of the domestic utility companies are roughly equal, and suggesting that no changes to the System Agreement such as those sought by the LPSC are appropriate. In April 2003, witnesses on behalf of the FERC staff filed testimony in the proceeding suggesting that full production cost equalization should not be adopted by the FERC in this case, and that when measured over a suitably long period, the total production costs of the domestic utility companies were roughly equal and were likely to remain so, given the Entergy System's proposed resource plan. Hearings in the proceeding ended in late-August 2003. The Initial Decision of the FERC ALJ was released on February 6, 2004. The ALJ concludes that full production cost equalization should not be implemented; that the Entergy System currently is not in rough production cost equaliz ation and is not likely to be in rough production cost equalization for the foreseeable future; and that the appropriate remedy to achieve rough equalization is to have the low cost companies compensate the high cost companies whenever one or more companies' annual total production costs from 2003 forward differ by more than +/- 7.5% from the Entergy System average annual total production costs, or whenever the three year average of one or more companies' total production costs (commencing with the three years 2004 through 2006, and yearly thereafter) differ by more than +/- 5% from the Entergy System average total production costs during any three year cycle. In the calculation of what each company's total production costs are, the ALJ determined that the full cost of Vidalia project power purchases by Entergy Louisiana should be included, but the ALJ rejected other adjustments proposed by the LPSC. Also, the ALJ determined that the average of the four highest monthly demand peaks for the year (4 CP) shou ld be used for calculating reserve sharing costs, rather than the current 12 CP method. Finally, the ALJ determined that there is no valid issue concerning "billing versus dispatch" in the rate schedule by which exchange energy is priced, MSS-3, that MSS-3 has not been misapplied or misinterpreted by Entergy, and that MSS-3 should not be changed. The ALJ's Initial Decision did not specifically address refund exposure.

Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in April 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

Market and Credit Risks

Entergy Mississippi has certain market and credit risks inherent in its business operations. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

Litigation Risks

The state of Mississippi has proven to be an unusually litigious environment. Judges and juries in Mississippi have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. In November 2002 the Mississippi Legislature passed House Bill 19, which was generally characterized as tort reform legislation. House Bill 19 included, among other things, provisions dealing with the venue of civil actions, the status of innocent sellers as defendants, limitations on the amount of punitive damages, and the elimination of a 15 percent appeal penalty. Entergy Mississippi uses legal and appropriate means to contest litigation threatened or filed against it but the litigation environment in this jurisdiction is a significant business risk.

Critical Accounting Estimates

The preparation of Entergy Mississippi's financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in Entergy Mississippi's financial statements.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$252	$5,727
Rate of return on plan assets	(0.25%)	$441	-
Rate of increase in compensation	0.25%	$190	$1,410

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$276	$1,422
Discount rate	(0.25%)	$150	$1,626

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

Total pension cost for Entergy Mississippi in 2003 was $1.9 million, including a $1.9 million charge related to the Voluntary Severance Program. Entergy Mississippi is projecting 2004 pension cost to $2.3 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. Entergy Mississippi was not required to make contributions to its pension plan in 2003, however, it anticipates making $3 million in contributions in 2004.

Due to negative pension plan asset returns from 2000 to 2002, Entergy Mississippi's accumulated benefit obligation at December 31, 2003 and 2002 exceeded plan assets. As a result, Entergy Mississippi was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 Entergy Mississippi reduced its additional minimum liability to $7.3 million from $13 million at December 31, 2002. Entergy Mississippi decreased its intangible asset for the unrecognized prior service cost to $0.9 million at December 31, 2003 from $3.2 million at December 31, 2002. Entergy Mississippi also decreased the regulatory asset to $6.4 million at December 31, 2003 from $9.8 million at December 31, 2002. Net income for 2003 and 2002 were not impacted.

Total postretirement health care and life insurance benefit costs for Entergy Mississippi in 2003 were $7 million, including a $1.3 million charge related to the Voluntary Severance Program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. Entergy Mississippi expects 2004 postretirement health care and life insurance benefit costs to approximate $5.2 million.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy Mississippi, Inc.:

We have audited the accompanying balance sheets of Entergy Mississippi, Inc. as of December 31, 2003 and 2002, and the related statements of income, retained earnings, and cash flows (pages 230 through 234 and applicable items in pages 270 through 331) for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy Mississippi, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                        ENTERGY MISSISSIPPI, INC.
                           INCOME STATEMENTS

                                                           For the Years Ended December 31,
                                                           2003           2002        2001
                                                                      (In Thousands)

               OPERATING REVENUES
Domestic electric                                        $1,035,360      $991,095   $1,093,741
                                                         ----------      --------   ----------
               OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               155,168       318,350      415,347
   Purchased power                                          449,971       315,963      365,540
   Other operation and maintenance                          174,192       170,052      155,646
Taxes other than income taxes                                47,734        47,993       47,956
Depreciation and amortization                                62,984        55,409       48,933
Other regulatory charges (credits) - net                      3,664       (23,438)     (29,993)
                                                         ----------      --------   ----------
TOTAL                                                       893,713       884,329    1,003,429
                                                         ----------      --------   ----------

OPERATING INCOME                                            141,647       106,766       90,312
                                                         ----------      --------   ----------

                  OTHER INCOME
Allowance for equity funds used during construction           4,576         3,844        2,559
Interest and dividend income                                  1,030         4,213       18,904
Miscellaneous - net                                          (2,242)       (2,572)      (2,915)
                                                         ----------      --------   ----------
TOTAL                                                         3,364         5,485       18,548
                                                         ----------      --------   ----------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                                   43,879        42,580       46,950
Other interest - net                                          3,585         2,884        4,041
Allowance for borrowed funds used during construction        (3,942)       (3,467)      (2,215)
                                                         ----------      --------   ----------
TOTAL                                                        43,522        41,997       48,776
                                                         ----------      --------   ----------

INCOME BEFORE INCOME TAXES                                  101,489        70,254       60,084

Income taxes                                                 34,431        17,846       20,464
                                                         ----------      --------   ----------

NET INCOME                                                   67,058        52,408       39,620

Preferred dividend requirements and other                     3,369         3,369        3,082
                                                         ----------      --------   ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $63,689       $49,039      $36,538
                                                         ==========      ========   ==========
See Notes to Respective Financial Statements.














                         ENTERGY MISSISSIPPI, INC.
                         STATEMENTS OF CASH FLOWS

                                                                     For the Years Ended December 31,
                                                                   2003           2002         2001
                                                                             (In Thousands)

                  OPERATING ACTIVITIES
Net income                                                          $67,058       $52,408      $39,620
Noncash items included in net income:
  Reserve for regulatory adjustments                                    992             -
  Other regulatory charges (credits) - net                            3,664       (23,438)     (29,993)
  Depreciation and amortization                                      62,984        55,409       48,933
  Deferred income taxes and investment tax credits                   34,836        (7,940)     (68,133)
  Allowance for equity funds used during construction                (4,576)       (3,844)      (2,559)
Changes in working capital:
  Receivables                                                       (23,179)       (2,000)       1,059
  Fuel inventory                                                        575          (828)      (1,388)
  Accounts payable                                                    1,244        16,736      (46,976)
  Taxes accrued                                                      18,133       (10,576)        (378)
  Interest accrued                                                   (5,922)        2,027        4,568
  Deferred fuel costs                                                21,669        67,981       54,453
  Other working capital accounts                                     11,255       (22,897)      13,672
Provision for estimated losses reserves                              (1,137)          386          821
Changes in other regulatory assets                                   (9,061)       (6,028)     130,333
Other                                                                74,753        39,472       34,078
                                                                   --------      --------     --------
Net cash flow provided by operating activities                      253,288       156,868      178,110
                                                                   --------      --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (188,995)     (157,532)    (159,815)
Allowance for equity funds used during construction                   4,576         3,844        2,559
Changes in other temporary investments - net                         (7,506)       18,566      (18,566)
Other regulatory investments                                        (72,570)            -            -
                                                                   --------      --------     --------
Net cash flow used in investing activities                         (264,495)     (135,122)    (175,822)
                                                                   --------      --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                        292,393       167,596       69,616
Retirement of long-term debt                                       (330,000)      (65,000)           -
Dividends paid:
  Common stock                                                      (31,700)      (27,300)     (19,600)
  Preferred stock                                                    (3,369)       (3,369)      (3,369)
                                                                   --------      --------     --------
Net cash flow provided by (used in) financing activities            (72,676)       71,927       46,647
                                                                   --------      --------     --------

Net increase (decrease) in cash and cash equivalents                (83,883)       93,673       48,935

Cash and cash equivalents at beginning of period                    147,721        54,048        5,113
                                                                   --------      --------     --------

Cash and cash equivalents at end of period                          $63,838      $147,721      $54,048
                                                                   ========      ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                              $51,126       $40,572      $43,915
  Income taxes                                                     ($78,091)      $28,440      $88,657

See Notes to Respective Financial Statements.




                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                                  ASSETS

                                                                             December 31,
                                                                         2003          2002
                                                                            (In Thousands)

                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                     $6,381       $10,782
Temporary cash investment - at cost
  which approximates market                                                57,457       136,939
                                                                       ----------    ----------
        Total cash and cash equivalents                                    63,838       147,721
                                                                       ----------    ----------
Other temporary investments                                                 7,506             -
Accounts receivable:
  Customer                                                                 59,729        52,480
  Allowance for doubtful accounts                                          (1,375)       (1,633)
  Associated companies                                                     25,935        11,978
  Other                                                                     6,400         6,434
  Accrued unbilled revenues                                                31,209        29,460
                                                                       ----------    ----------
    Total accounts receivable                                             121,898        98,719
                                                                       ----------    ----------
Deferred fuel costs                                                        89,078        38,177
Accumulated deferred income taxes                                               -         7,822
Fuel inventory - at average cost                                            5,077         5,652
Materials and supplies - at average cost                                   17,682        18,650
Prepayments and other                                                       9,583        18,777
                                                                       ----------    ----------
TOTAL                                                                     314,662       335,518
                                                                       ----------    ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                        5,531         5,531
Non-utility property - at cost (less accumulated depreciation)              6,466         6,594
                                                                       ----------    ----------
TOTAL                                                                      11,997        12,125
                                                                       ----------    ----------

                       UTILITY PLANT
Electric                                                                2,243,852     2,076,828
Property under capital lease                                                  136           175
Construction work in progress                                             108,829       102,783
                                                                       ----------    ----------
TOTAL UTILITY PLANT                                                     2,352,817     2,179,786
Less - accumulated depreciation and amortization                          837,492       797,249
                                                                       ----------    ----------
UTILITY PLANT - NET                                                     1,515,325     1,382,537
                                                                       ----------    ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                          28,964        18,250
  Other regulatory assets                                                  58,287        65,064
Other                                                                      20,064        18,878
                                                                       ----------    ----------
TOTAL                                                                     107,315       102,192
                                                                       ----------    ----------

TOTAL ASSETS                                                           $1,949,299    $1,832,372
                                                                       ==========    ==========
See Notes to Respective Financial Statements.



                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                             December 31,
                                                                           2003          2002
                                                                            (In Thousands)

                    CURRENT LIABILITIES
Currently maturing long-term debt                                         $75,000      $255,000
Accounts payable:
  Associated companies                                                     62,705        50,973
  Other                                                                    28,212        38,700
Customer deposits                                                          33,861        33,264
Taxes accrued                                                              39,041        20,908
Accumulated deferred income taxes                                           7,120             -
Interest accrued                                                           13,772        19,694
Obligations under capital leases                                               41            39
Other                                                                       2,567         2,070
                                                                       ----------    ----------
TOTAL                                                                     262,319       420,648
                                                                       ----------    ----------

                  NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued                       385,395       292,809
Accumulated deferred investment tax credits                                15,092        16,497
Obligations under capital leases                                               95           136
Accumulated provisions                                                      6,876         8,013
Long-term debt                                                            654,956       510,104
Other                                                                      60,082        51,670
                                                                       ----------    ----------
TOTAL                                                                   1,122,496       879,229
                                                                       ----------    ----------

                   SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                       50,381        50,381
Common stock, no par value, authorized 15,000,000
  shares; issued and outstanding 8,666,357 shares in 2003 and 2002        199,326       199,326
Capital stock expense and other                                               (59)          (59)
Retained earnings                                                         314,836       282,847
                                                                       ----------    ----------
TOTAL                                                                     564,484       532,495
                                                                       ----------    ----------

Commitments and Contingencies

                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $1,949,299    $1,832,372
                                                                       ==========    ==========
See Notes to Respective Financial Statements.


                             ENTERGY MISSISSIPPI, INC.
                         STATEMENTS OF RETAINED EARNINGS

                                                  For the Years Ended December 31,
                                                   2003        2002        2001
                                                           (In Thousands)

Retained Earnings, January 1                      $282,847   $261,108    $244,170

  Add:
    Net income                                      67,058     52,408      39,620

  Deduct:
    Dividends declared:
      Preferred stock                                3,369      3,369       3,082
      Common stock                                  31,700     27,300      19,600
                                                  --------   --------    --------
        Total                                       35,069     30,669      22,682
                                                  --------   --------    --------

Retained Earnings, December 31                    $314,836   $282,847    $261,108
                                                  ========   ========    ========

See Notes to Respective Financial Statements.

ENTERGY MISSISSIPPI, INC.

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands)
Operating revenues	$1,035,360	$991,095	$1,093,741	$937,371	$832,819
Net income	$67,058	$52,408	$39,620	$38,973	$41,588
Total assets	$1,949,299	$1,832,372	$1,683,026	$1,683,939	$1,460,017
Long-term obligations (1)	$655,051	$510,240	$589,937	$584,678	$464,756

(1) Includes long-term debt (excluding currently maturing debt) and noncurrent capital lease obligations.

ENTERGY NEW ORLEANS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income (Loss)

2003 Compared to 2002

Entergy New Orleans had net income of $7.9 million in 2003 compared to a net loss in 2002. The increase is due to an increase in net revenue and a decrease in interest expense, partially offset by increases in other operation and maintenance expenses and depreciation and amortization expenses.

2002 Compared to 2001

Entergy New Orleans experienced a smaller net loss in 2002 compared to 2001. The decreased net loss is primarily due to an increase in net revenue and a decrease in taxes other than income taxes, partially offset by increases in other operation and maintenance expenses, interest and other charges, and depreciation and amortization expenses.

Net Revenue

2003 Compared to 2002

Net revenue, which is Entergy's measure of gross margin, consists of operating revenues net of: 1) fuel, fuel-related, and purchased power expenses, 2) other regulatory credits, and 3) amortization of rate deferrals. Following is an analysis of the change in net revenue comparing 2003 to 2002.

	(In Millions)
2002 net revenue	$183.7
Base rates	15.9
Rate refund provisions	9.1
Other	(0.4)
2003 net revenue	$208.3

The increase in base rates was effective June 2003. The rate increase is discussed in Note 2 to the domestic utility companies and System Energy financial statements.

Rate refund provisions increased net revenue due to larger accruals for potential rate actions and refunds in 2002.

Gross operating revenues and fuel and purchased power expenses

Gross operating revenues increased primarily due to:

• an increase of $78.4 million in gross wholesale revenue primarily due to increased sales to affiliated systems;
• an increase of $43.0 million in gross natural gas revenue primarily due to an increase in the market price of natural gas and an increase in base rate revenue; and
• an increase of $19.8 million in gross retail electric revenue primarily due to an increase in base rate revenue and an increase in the market price of natural gas.

Fuel and purchased power expenses increased primarily due to an increase in the market price of natural gas.

2002 Compared to 2001

Following is an analysis of the change in net revenue comparing 2002 to 2001.

	(In Millions)
2001 net revenue	$170.9
Volume/weather	6.9
Fuel price	11.0
Rate refund provisions	(7.3)
Other	2.2
2002 net revenue	$183.7

The volume/weather variance is due to increased electricity usage in the service territory. Billed usage increased a total of 258 GWh in the residential, commercial, and governmental sectors after adjusting for the effects of weather.

The fuel price variance is due to an increase in the price applied to unbilled sales.

Rate refund provisions decreased net revenue due to an increase in accruals for potential rate actions and refunds.

Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

Gross operating revenues decreased primarily due to decreased electric fuel cost recovery revenues of $81.4 million and decreased gas revenues of $44.8 million, both due to a decrease in the market price of natural gas.

Fuel and purchased power expenses decreased primarily due to decreases in the market price of natural gas and purchased power.

Other regulatory credits decreased primarily due to the following decreases:

• $5.5 million as a result of the completion of the Grand Gulf 1 Rate Deferral Plan in 2001;
• $3.7 million as a result of an over-recovery of Grand Gulf 1-related costs in 2002 compared to an under-recovery in 2001; and
• $3.3 million as a result of the deferral in 2001 of capacity charges included in purchased power costs for summer capacity that Entergy New Orleans expected to recover in the future.

Other Income Statement Variances

2003 Compared to 2002

Other operation and maintenance expenses increased primarily due to the following:

• voluntary severance program accruals of $4.7 million;
• an increase of $2.7 million in benefit costs;
• an increase of $2.2 million in billing, customer inquiry, and collection costs; and
• an increase of $2.0 million in maintenance outage costs at a fossil plant.

Depreciation and amortization expenses increased due to an increase in plant in service.

Miscellaneous - net decreased primarily due to a gain on the sale of a parcel of property at a non-operating plant site in 2002.

Interest and other charges decreased primarily due to interest accrued in 2002 for potential rate actions and refunds and a true-up of those accruals in May 2003.

2002 Compared to 2001

Other operation and maintenance expenses increased primarily due to the following:

• an increase of $2.6 million in benefit costs;
• an increase of $2.4 million in rate proceedings costs; and
• an increase of $2.1 million in fossil plant expenses due to increased asbestos litigation reserves in 2002 and the write-off of obsolete materials.

Taxes other than income taxes decreased primarily due to a decrease in local franchise taxes of $5.9 million due to lower retail revenue.

Miscellaneous - net increased primarily due to a gain on the sale of a parcel of property at a non-operating plant site in 2002.

Interest charges increased $3.2 million primarily due to interest recorded for potential rate actions and refunds.

Income Taxes

The effective income tax rates for 2003, 2002, and 2001 were 42.8%, 64.7%, and 66.7%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

		2003	2002	2001
		(In Thousands)
Cash and cash equivalents at beginning of period		$66,247	$38,184	$6,302
Cash flow provided by (used in):
	Operating activities	7,194	72,143	77,706
	Investing activities	(64,806)	(41,647)	(74,061)
	Financing activities	(3,966)	(2,433)	28,237
	Net increase (decrease) in cash and cash equivalents	(61,578)	28,063	31,882
Cash and cash equivalents at end of period		$4,669	$66,247	$38,184

Operating Activities

Cash flow from operations decreased by $64.9 million in 2003 compared to 2002 primarily due to decreased fuel cost recoveries and the timing of collection of receivables due to an increase in retail customer receivables days outstanding.

Cash flow from operations decreased by $5.6 million in 2002 compared to 2001 primarily due to the payment of the System Energy refund to customers in the first quarter of 2002 partially offset by an increase in payables in 2002 compared to 2001 due to the timing of fuel payments.

Entergy New Orleans' receivables from or (payables) to the money pool were as follows as of December 31 for each of the following years:

2003	2002	2001	2000
(In Thousands)
$1,783	$3,500	$9,208	($5,734)

Money pool activity provided $1.7 million of Entergy New Orleans' operating cash flow in 2003, provided $5.7 million in 2002, and used $14.9 million in 2001. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

Investing Activities

The increase of $23.2 million in net cash used in investing activities in 2003 was primarily due to the maturity of $14.9 million of other temporary investments in 2002 and increased construction expenditures due to customer service spending.

The decrease of $32.4 million in net cash used in investing activities in 2002 was primarily due to other temporary investments made in 2001 that provided cash when they matured in 2002.

Financing Activities

The increase of $1.5 million in net cash used in financing activities in 2003 was primarily due to additional common stock dividends paid of $2.2 million.

In July 2003, Entergy New Orleans issued $30 million of 3.875% Series First Mortgage Bonds due August 2008 and $70 million of 5.25% Series First Mortgage Bonds due August 2013. The proceeds from these issuances were used to redeem, prior to maturity, $30 million of 7% Series First Mortgage Bonds due July 2008, $40 million of 8% Series bonds due March 2006, and $30 million of 6.65% Series First Mortgage Bonds due March 2004. The issuances and redemptions are not shown on the cash flow statement because the proceeds from the issuances were placed in a trust for use in the redemptions and never held as cash by Entergy New Orleans.

Financing activities used a small amount of cash in 2002 compared to providing cash in 2001 primarily due to the net issuance of $30 million of long-term debt in 2001.

See Note 5 to the domestic utility companies and System Energy financial statements for details on long-term debt.

Uses of Capital

Entergy New Orleans requires capital resources for:

• construction and other capital investments;
• debt and preferred stock maturities;
• working capital purposes, including the financing of fuel and purchased power costs; and
• dividend and interest payments.

Following are the amounts of Entergy New Orleans' planned construction and other capital investments and existing debt obligations:

	2004	2005-2006	2007-2008	After 2008	Total
	(In Millions)
Planned construction and
capital investment (1)	$48	$86	N/A	N/A	$134
Long-term debt	-	$30	$30	$169	$229
Purchase obligations (2)	$149	$257	$222	$1,312	$1,940

(1)	Consists almost entirely of maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems and to support normal customer growth.
(2)	As defined by SEC rule. For Entergy New Orleans almost all of the total consists of unconditional fuel and purchased power obligations, including its obligations under the Unit Power Sales Agreement, which is discussed in Note 9 to the domestic utility companies and System Energy financial statements.

The planned capital investment estimate for Entergy New Orleans reflects capital required to support existing business. The estimated capital expenditures are subject to periodic review and modification and may vary based on the ongoing effects of regulatory constraints, environmental compliance, market volatility, economic trends, and the ability to access capital. Management provides more information on construction expenditures and long-term debt and preferred stock maturities in Notes 5, 7, and 9 to the domestic utility companies and System Energy financial statements.

As a wholly-owned subsidiary, Entergy New Orleans dividends its earnings to Entergy Corporation at a percentage determined monthly. Currently, all of Entergy New Orleans' retained earnings are available for distribution.

Sources of Capital

Entergy New Orleans' sources to meet its capital requirements include:

• internally generated funds;
• cash on hand; and
• debt issuances.

The net proceeds of Entergy New Orleans' debt issuance in 2002 were used to redeem, prior to maturity, $25 million of 7% Series First Mortgage Bonds due March 1, 2003. In 2003, Entergy New Orleans refinanced $100 million of long-term debt. Entergy New Orleans is expected to continue refinancing or redeeming higher-cost debt and preferred stock prior to maturity, to the extent market conditions and interest and dividend rates are favorable.

All debt and common and preferred stock issuances by Entergy New Orleans require prior regulatory approval. Preferred stock and debt issuances are also subject to issuance tests set forth in corporate charters, bond indentures, and other agreements. Entergy New Orleans has sufficient capacity under these tests to meet its foreseeable capital needs.

As shown in the Earnings Ratios presented in Item 1 of this Form 10-K, Entergy New Orleans' earnings for the twelve months ended December 31, 2002 and 2001 were not adequate to cover its fixed charges and preferred dividends. Under its mortgage covenants, Entergy New Orleans did not currently have the capacity to issue new incremental mortgage-backed debt. Entergy New Orleans' financial results improved in 2003, after the City Council's approval of the settlement of its rate filing, and it now has limited capacity to issue new incremental mortgage-backed debt. In an October 2002 report, Moody's Investors Service states that its rating outlook for Entergy New Orleans is negative due to the declining credit measures and the uncertainty of Entergy New Orleans' pending rate case. The rate case has now been settled, but Moody's has retained the negative outlook at this time. Moody's currently rates Entergy New Orleans senior secured debt at Baa2.

Short-term borrowings by Entergy New Orleans, including borrowings under the money pool, are limited to an amount authorized by the SEC, $100 million. Under restrictions contained in its articles of incorporation, Entergy New Orleans could incur approximately $38 million of new unsecured debt as of December 31, 2003. Under the SEC order authorizing the short-term borrowing limits, Entergy New Orleans cannot incur new short-term indebtedness if its common equity would comprise less than 30% of its capital. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of Entergy New Orleans' short-term borrowing limits.

Significant Factors and Known Trends

System Agreement Proceedings

The domestic utility companies historically have engaged in the coordinated planning, construction, and operation of generation and transmission facilities pursuant to the terms of the System Agreement. Under the terms of the System Agreement, generating capacity and other power resources are jointly operated by the domestic utility companies. The System Agreement provides, among other things, that parties having generating reserves greater than their load requirements (long companies) shall receive payments from those parties having deficiencies in generating reserves (short companies). Such payments are at amounts sufficient to cover certain of the long companies' costs for intermediate and peaking oil/gas-fired generation, including operating expenses, fixed charges on debt, dividend requirements on preferred stock, and a fair rate of return on common equity investment. Under the System Agreement, these charges are based on costs associated with the long companies' steam electric generating units fueled by oil or gas. In addition, for all energy exchanged among the domestic utility companies under the System Agreement, the companies purchasing exchange energy are required to pay the cost of fuel consumed in generating such energy plus a charge to cover other associated costs.

The LPSC and the Council commenced a proceeding at FERC in June 2001. Pursuant to a settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. In this proceeding, the LPSC alleges that the rough production cost equalization required by FERC under the System Agreement and the Unit Power Sales Agreement has been disrupted by changed circumstances. The LPSC requests that FERC amend the System Agreement or the Unit Power Sales Agreement or both to achieve full production cost equalization or to restore rough production cost equalization. The complaint does not seek a change in the total amount of the costs allocated by either the System Agreement or the Unit Power Sales Agreement. In addition the LPSC alleges that provisions of the System Agreement relating to minimum-run and must-run units, the methodology of billing versus dispatch, and the use of a rolling twelve-month average of system peaks, increase costs paid by ratepayers in the LPSC's jurisdiction. Several parties intervened in the proceeding, including the APSC and the MPSC. The APSC and the MPSC responses opposed the relief sought by the LPSC.

In its complaint, the LPSC alleges that Entergy New Orleans' annual production costs over the period 2002 to 2007 will be $7 million to $46 million over the average for the domestic utility companies. This range of results is a function of assumptions regarding such things as future natural gas prices, the future market price of electricity, and other factors. If FERC grants the relief requested by the LPSC, the relief may result in a material increase in production costs allocated to companies whose costs currently are projected to be less than the average and a material decrease in production costs allocated to companies whose costs currently are projected to exceed the average. Management believes that any changes in the allocation of production costs resulting from a FERC decision should result in similar rate changes for retail customers. Therefore, management does not believe that this proceeding will have a material effect on the financial condition of Entergy New Orleans, a lthough neither the timing nor the outcome of the proceedings at FERC can be predicted at this time. In February 2002, the FERC set the matter for hearing and established a refund effective period consisting of the 15 months following September 13, 2001. A subsequent extension of the procedural schedule extended the refund effective period by 120 days.

In January 2003 the domestic utility companies filed testimony in the case, showing that over the life of the System Agreement the relative total production costs of the domestic utility companies are roughly equal, and suggesting that no changes to the System Agreement such as those sought by the LPSC are appropriate. In April 2003, witnesses on behalf of the FERC staff filed testimony in the proceeding suggesting that full production cost equalization should not be adopted by the FERC in this case, and that when measured over a suitably long period, the total production costs of the domestic utility companies were roughly equal and were likely to remain so, given the Entergy System's proposed resource plan. Hearings in the proceeding ended in late-August 2003. The Initial Decision of the FERC ALJ was released on February 6, 2004. The ALJ concludes that full production cost equalization should not be implemented; that the Entergy System currently is not in rough production cost equaliz ation and is not likely to be in rough production cost equalization for the foreseeable future; and that the appropriate remedy to achieve rough equalization is to have the low cost companies compensate the high cost companies whenever one or more companies' annual total production costs from 2003 forward differ by more than +/- 7.5% from the Entergy System average annual total production costs, or whenever the three year average of one or more companies' total production costs (commencing with the three years 2004 through 2006, and yearly thereafter) differ by more than +/- 5% from the Entergy System average total production costs during any three year cycle. In the calculation of what each company's total production costs are, the ALJ determined that the full cost of Vidalia project power purchases by Entergy Louisiana should be included, but the ALJ rejected other adjustments proposed by the LPSC. Also, the ALJ determined that the average of the four highest monthly demand peaks for the year (4 CP) shou ld be used for calculating reserve sharing costs, rather than the current 12 CP method. Finally, the ALJ determined that there is no valid issue concerning "billing versus dispatch" in the rate schedule by which exchange energy is priced, MSS-3, that MSS-3 has not been misapplied or misinterpreted by Entergy, and that MSS-3 should not be changed.  The ALJ's Initial Decision did not specifically address refund exposure.

Entergy continues to assess the potential effects of the ALJ's Initial Decision, and how it will respond to the decision. It appears that the shift in total production costs under the terms of the ALJ's Initial Decision would not be as great as that sought in the LPSC's complaint, but would still be substantial. As an Initial Decision, it is not a FERC order, and Entergy and the other parties in the proceeding will have additional opportunities to explain their positions in the proceeding prior to the issuance of a FERC decision. FERC does not have a deadline by which it has to decide the proceeding and management does not expect a FERC decision before the fourth quarter 2004.

On February 10, 2004, the APSC issued an "Order of Investigation," in which it discusses the negative effect that implementation of the FERC ALJ's Initial Decision would have on Entergy Arkansas' customers. The APSC order includes a preliminary estimate that the FERC ALJ's Initial Decision would shift approximately $125 million of costs for the year 2003 to Entergy Arkansas' retail customers, and would shift an average of approximately $113 million per year for the years 2004-2011 to Entergy Arkansas' retail customers. The APSC order establishes an investigation into whether Entergy Arkansas' continued participation in the System Agreement is in the best interest of its customers, and whether there are steps that Entergy Arkansas or the APSC can take "to protect [Entergy Arkansas' customers] from future attempts by Louisiana, or any other Entergy retail regulator, to shift its high costs to Arkansas." Entergy Arkansas' initial testimony in the proceeding is due in April 2004.

In addition to the APSC's Order of Investigation, Entergy's retail regulators have and may continue to question the prudence and other aspects of Entergy System or domestic utility company contracts or assets that may not be subject to their respective jurisdictions. For instance, in its Order of Investigation, the APSC discusses aspects of Entergy Louisiana's power purchases from the Vidalia project, and the APSC has publicly announced its intention to initiate an inquiry into the Vidalia purchase power contract. Entergy believes that any such inquiry would have to occur at the FERC.

Market and Credit Risks

Entergy New Orleans has certain market and credit risks inherent in its business. Market risks represent the risk of changes in the value of commodity and financial instruments, or in future operating results or cash flows, in response to changing market conditions. Credit risk is risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or agreement.

State and Local Rate Regulatory Risks

The rates that Entergy New Orleans charges for its services are an important item influencing its financial position, results of operations, and liquidity. Entergy New Orleans is closely regulated and the rates charged to its customers are determined in regulatory proceedings. A governmental agency, the City Council, is primarily responsible for approval of the rates charged to customers.

In March 2003, Entergy New Orleans and the Advisors to the City Council presented to the City Council an agreement in principle and the City Council approved that agreement in May 2003 allowing for a $30.2 million increase in base rates effective June 1, 2003. The City Council also approved implementation of formula rate plans for electric and gas service that will be evaluated annually until 2005. The midpoint return on equity of both plans is 11.25%, with a target equity component of 42%. The electric plan provides for a bandwidth of 10.25% to 12.25% and the gas plan provides for a bandwidth of 11% to 11.5%, with earnings within those ranges not resulting in a change in rates. In addition, the City Council approved implementation of a generation performance-based rate calculation in the fuel adjustment clause under which Entergy New Orleans will receive 10% of calculated fuel and purchased power cost savings in excess of $20 million, subject to a 13.25% return on equity limitation for electric operations as provided for in the electric formula rate plan. Entergy New Orleans will bear 10% of any "negative" fuel and purchased power cost savings. Certain intervenors in the proceeding have appealed the City Council's approval to the Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

In approving the agreement in principle, the City Council indicated that if it decides in favor of the plaintiffs in either of the lawsuits described in Part I, Item 1 of the Form 10-K in the paragraphs entitled "Entergy New Orleans Fuel Clause Lawsuit" and "Entergy New Orleans Rate of Return Lawsuit, " the effect of that decision on the rate agreement would have to be determined. The City Council also indicated that the Entergy New Orleans purchased power agreements described in Part I, Item 1, "Generating Stations" in this report are fundamental to the rate agreement, and a FERC decision or order requiring a material change in the purchased power agreements may result in a City Council investigation to determine what prospective action, if any, would be warranted by any such FERC decision or order to preserve the benefits that were otherwise projected to accrue to customers under the rate settlement.

In addition to rate proceedings, Entergy New Orleans' fuel costs recovered from customers are subject to regulatory scrutiny.

Entergy New Orleans' retail and wholesale rate matters and proceedings, including fuel cost recovery- related issues, are discussed more thoroughly in Note 2 to the domestic utility companies and System Energy financial statements.

Environmental Risks

Entergy New Orleans' facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous solid wastes, and other environmental matters. Management believes that Entergy New Orleans is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Litigation Risks

The territory in which Entergy New Orleans operates has proven to be an unusually litigious environment. Judges and juries in New Orleans have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. Entergy New Orleans uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

Critical Accounting Estimates

The preparation of Entergy New Orleans' financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in Entergy New Orleans' financial statements.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$64	$2,427
Rate of return on plan assets	(0.25%)	$75	-
Rate of increase in compensation	0.25%	$69	$709

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$205	$1,124
Discount rate	(0.25%)	$82	$1,340

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

Total pension cost for Entergy New Orleans in 2003 was $3.6 million, including a $0.5 million charge related to the Voluntary Severance Program. Entergy New Orleans is projecting 2004 pension cost to be $2.6 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. Entergy New Orleans was not required to make contributions to its pension plan in 2003, however it anticipates making $4.7 million in contributions in 2004.

Due to negative pension plan asset returns from 2000 to 2002, Entergy New Orleans' accumulated benefit obligation at December 31, 2003 and 2002 exceeded plan assets. As a result, Entergy New Orleans was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 Entergy New Orleans increased its additional minimum liability to $13.1 million from $4.8 million at December 31, 2002. Entergy New Orleans increased its intangible asset for the unrecognized prior service cost to $2.8 million at December 31, 2003 from $1.8 million at December 31, 2002. Entergy New Orleans also increased the regulatory asset to $10.3 million at December 31, 2003 from $3 million at December 31, 2002. Net income for 2003 and 2002 were not impacted.

Total postretirement health care and life insurance benefit costs for Entergy New Orleans in 2003 were $6.4 million, including a $1 million charge related to the Voluntary Severance Program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. Entergy New Orleans expects 2004 postretirement health care and life insurance benefit costs to approximate $4.6 million.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy New Orleans, Inc.:

We have audited the accompanying balance sheets of Entergy New Orleans, Inc. as of December 31, 2003 and 2002, and the related statements of operations, retained earnings, and cash flows (pages 248 through 252 and applicable items in pages 270 through 331) for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of Entergy New Orleans, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                        ENTERGY NEW ORLEANS, INC.
                        STATEMENTS OF OPERATIONS

                                                            For the Years Ended December 31,
                                                           2003           2002        2001
                                                                     (In Thousands)

               OPERATING REVENUES
Domestic electric                                          $527,660      $424,527     $502,672
Natural gas                                                 126,356        83,347      128,178
                                                           --------      --------     --------
TOTAL                                                       654,016       507,874      630,850
                                                           --------      --------     --------

               OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               214,735       163,323      240,781
   Purchased power                                          231,787       158,191      220,268
   Other operation and maintenance                          108,217        98,511       92,023
Taxes other than income taxes                                42,198        40,099       46,878
Depreciation and amortization                                30,004        27,699       24,922
Other regulatory charges (credits) - net                       (843)        2,701      (12,049)
Amortization of rate deferrals                                    -             -       10,977
                                                           --------      --------     --------
TOTAL                                                       626,098       490,524      623,800
                                                           --------      --------     --------

OPERATING INCOME                                             27,918        17,350        7,050
                                                           --------      --------     --------

                  OTHER INCOME
Allowance for equity funds used during construction           2,085         1,835        1,987
Interest and dividend income                                    825           689        5,005
Miscellaneous - net                                          (1,453)          584       (2,675)
                                                           --------      --------     --------
TOTAL                                                         1,457         3,108        4,317
                                                           --------      --------     --------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                                   17,436        18,011       17,699
Other interest - net                                            350         4,939        1,962
Allowance for borrowed funds used during construction        (2,145)       (1,840)      (1,703)
                                                           --------      --------     --------
TOTAL                                                        15,641        21,110       17,958
                                                           --------      --------     --------

INCOME (LOSS) BEFORE INCOME TAXES                            13,734          (652)      (6,591)

Income taxes                                                  5,875          (422)      (4,396)
                                                           --------      --------     --------

NET INCOME (LOSS)                                             7,859          (230)      (2,195)

Preferred dividend requirements and other                       965           965          965
                                                           --------      --------     --------

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                                 $6,894       ($1,195)     ($3,160)
                                                           ========      ========     ========
See Notes to Respective Financial Statements.






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                           ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS

                                                                  For the Years Ended December 31,
                                                                   2003         2002        2001
                                                                           (In Thousands)

                  OPERATING ACTIVITIES
Net income (loss)                                                   $7,859        ($230)    ($2,195)
Noncash items included in net income (loss):
  Amortization of rate deferrals                                         -            -      10,977
  Other regulatory charges(credits) - net                             (843)       2,701     (12,049)
  Depreciation and amortization                                     30,004       27,699      24,922
  Deferred income taxes and investment tax credits                  15,401        6,729     (24,198)
  Allowance for equity funds used during construction               (2,085)      (1,835)     (1,987)
Changes in working capital:
  Receivables                                                      (41,308)      10,540      33,183
  Fuel inventory                                                    (2,296)        (203)      1,123
  Accounts payable                                                  17,817       18,070     (40,364)
  Taxes accrued                                                     (1,999)       1,999      (5,823)
  Interest accrued                                                    (276)        (544)        913
  Deferred fuel costs                                              (12,162)       4,686      38,430
  Other working capital accounts                                    (7,553)      (4,971)      9,115
Provision for estimated losses and reserves                         (1,634)      (3,348)     (2,669)
Changes in other regulatory assets                                  (9,473)      (3,061)     33,833
Other                                                               15,742       13,911      14,495
                                                                  --------     --------    --------
Net cash flow provided by operating activities                       7,194       72,143      77,706
                                                                  --------     --------    --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (66,285)     (58,341)    (61,189)
Allowance for equity funds used during construction                  2,085        1,835       1,987
Changes in other temporary investments - net                          (606)      14,859     (14,859)
                                                                  --------     --------    --------
Net cash flow used in investing activities                         (64,806)     (41,647)    (74,061)
                                                                  --------     --------    --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                             -       24,332      29,761
Retirement of long-term debt                                             -      (25,000)          -
Dividends paid:
  Common stock                                                      (3,001)        (800)       (800)
  Preferred stock                                                     (965)        (965)       (724)
                                                                  --------     --------    --------
Net cash flow provided by (used in) financing activites             (3,966)      (2,433)     28,237
                                                                  --------     --------    --------

Net increase (decrease) in cash and cash equivalents               (61,578)      28,063      31,882

Cash and cash equivalents at beginning of period                    66,247       38,184       6,302
                                                                  --------     --------    --------

Cash and cash equivalents at end of period                          $4,669      $66,247     $38,184
                                                                  ========     ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                             $17,427      $19,961     $18,230
  Income taxes                                                    ($13,530)    ($37,929)    $47,380

See Notes to Respective Financial Statements.


                        ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                                 ASSETS

                                                                     December 31,
                                                                   2003        2002
                                                                    (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                 $28     $11,175
  Temporary cash investments - at cost,
  which approxiates market                                           4,641      55,072
                                                                  --------    --------
        Total cash and cash equivalents                              4,669      66,247
                                                                  --------    --------
Other temporary investments                                            606           -
Accounts receivable:
  Customer                                                          44,663      24,901
  Allowance for doubtful accounts                                   (3,104)     (4,774)
  Associated companies                                              24,697       4,901
  Other                                                             10,057      10,133
  Accrued unbilled revenues                                         21,113      20,957
                                                                  --------    --------
    Total accounts receivable                                       97,426      56,118
                                                                  --------    --------
Accumulated deferred income taxes                                      460       1,230
Fuel inventory - at average cost                                     5,580       3,284
Materials and supplies - at average cost                             8,660       7,785
Prepayments and other                                                8,050       4,689
                                                                  --------    --------
TOTAL                                                              125,451     139,353
                                                                  --------    --------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                 3,259       3,259
                                                                  --------    --------

                    UTILITY PLANT
Electric                                                           666,122     627,249
Natural gas                                                        167,011     149,102
Construction work in progress                                       45,061      48,345
                                                                  --------    --------
TOTAL UTILITY PLANT                                                878,194     824,696
Less - accumulated depreciation and amortization                   420,745     401,918
                                                                  --------    --------
UTILITY PLANT - NET                                                457,449     422,778
                                                                  --------    --------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Other regulatory assets                                           27,222      14,460
Other                                                                6,438       4,855
                                                                  --------    --------
TOTAL                                                               33,660      19,315
                                                                  --------    --------

TOTAL ASSETS                                                      $619,819    $584,705
                                                                  ========    ========
See Notes to Respective Financial Statements.



                         ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEETS
                  LIABILITIES AND SHAREHOLDERS' EQUITY

                                                                      December 31,
                                                                   2003        2002
                                                                    (In Thousands)

                 CURRENT LIABILITIES
Accounts payable:
  Associated companies                                             $35,008     $23,228
  Other                                                             42,718      36,681
Customer deposits                                                   15,575      17,634
Taxes accrued                                                            -       1,999
Interest accrued                                                     6,212       6,488
Deferred fuel costs                                                  2,720      14,882
Energy Efficiency Program provision                                  6,356       6,115
Other                                                                2,088       3,587
                                                                  --------    --------
TOTAL                                                              110,677     110,614
                                                                  --------    --------

               NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued                 39,486      22,245
Accumulated deferred investment tax credits                          4,441       4,893
SFAS 109 regulatory liability - net                                 40,543      31,318
Other regulatory liabilities                                           954       1,311
Retirement cost liability				                 -       1,461
Accumulated provisions                                                 820       2,454
Long-term debt                                                     229,217     229,191
Other                                                               41,346      32,776
                                                                  --------    --------
TOTAL                                                              356,807     325,649
                                                                  --------    --------


                 SHAREHOLDERS' EQUITY
Preferred stock without sinking fund                                19,780      19,780
Common stock, $4 par value, authorized 10,000,000
  shares; issued and outstanding 8,435,900 shares in 2003
  and 2002                                                          33,744      33,744
Paid-in capital                                                     36,294      36,294
Retained earnings                                                   62,517      58,624
                                                                  --------    --------
TOTAL                                                              152,335     148,442
                                                                  --------    --------

Commitments and Contingencies

            TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $619,819    $584,705
                                                                  ========    ========
See Notes to Respective Financial Statements.


                        ENTERGY NEW ORLEANS, INC.
                    STATEMENTS OF RETAINED EARNINGS

                                                For the Years Ended December 31,
                                                   2003      2002        2001
                                                        (In Thousands)

Retained Earnings, January 1                      $58,624   $60,619    $64,579

  Add:
    Net income (loss)                               7,859      (230)    (2,195)

  Deduct:
    Dividends declared:
      Preferred stock                                 965       965        965
      Common stock                                  3,001       800        800
                                                  -------   -------    -------
        Total                                       3,966     1,765      1,765
                                                  -------   -------    -------

Retained Earnings, December 31                    $62,517   $58,624    $60,619
                                                  =======   =======    =======

See Notes to Respective Financial Statements.

ENTERGY NEW ORLEANS, INC.

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands)
Operating revenues	$654,016	$507,874	$630,850	$640,290	$507,788
Net income (loss)	$7,859	($230)	($2,195)	$16,518	$18,961
Total assets	$619,819	$584,705	$566,037	$559,231	$485,746
Long-term obligations (1)	$229,217	$229,191	$299,097	$199,031	$169,083

(1) Includes long-term debt (excluding currently maturing debt).

SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

System Energy's principal asset consists of a 90% ownership and leasehold interest in Grand Gulf 1. The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. System Energy's operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf 1 pursuant to the Unit Power Sales Agreement. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenues.

Results of Operations

Net Income

2003 Compared to 2002

Net income increased by $2.7 million in 2003 primarily due to decreased interest charges primarily resulting from decreased interest expense associated with the Grand Gulf 1 sale-leaseback. This increase was partially offset by a decrease in rate base in 2003 resulting in lower operating income. The decrease in rate base was due to the normal depreciation of Grand Gulf 1.

2002 Compared to 2001

Net income decreased by $13.0 million in 2002 primarily due to:

• the effect of the final resolution of System Energy's 1995 rate proceeding increasing net income in 2001, as discussed below;
• a decrease of $13.1 million in interest earned on System Energy's investments in the money pool due to lower advances to the money pool in 2002 compared to 2001. The money pool is discussed in Note 4 to the domestic utility companies and System Energy financial statements; and
• increased interest on long-term debt of $5.1 million primarily due to an increase in interest expense of $13.8 million associated with the sale-leaseback of Grand Gulf 1, partially offset by a decrease in interest expense of $8.0 million due to the retirement of $135 million of first mortgage bonds in August 2001.

As a result of the issuance of the final resolution related to System Energy's 1995 rate proceeding, decommissioning expenses, depreciation expenses, and income tax expenses decreased. Also, interest income increased due to interest recognized on decommissioning trust funds. Partially offsetting the increase in net income was a decrease in operating revenues as a result of an increase in the provision for rate refund and an increase in interest charges due to interest recorded on System Energy's reserve for rate refund.

Income Taxes

The effective income tax rates for 2003, 2002, and 2001 were 41.7%, 42.4%, and 27.3%, respectively. See Note 3 to the domestic utility companies and System Energy financial statements for a reconciliation of the federal statutory rate of 35.0% to the effective income tax rate.

Liquidity and Capital Resources

Cash Flow

Cash flows for the years ended December 31, 2003, 2002, and 2001 were as follows:

		2003	2002	2001
		(In Thousands)
Cash and cash equivalents at beginning of period		$113,159	$49,579	$202,218
Cash flow provided by (used in):
	Operating activities	100,817	225,639	165,895
	Investing activities	(45,065)	(28,873)	(47,634)
	Financing activities	(116,375)	(133,186)	(270,900)
	Net increase (decrease) in cash and cash equivalents	(60,623)	63,580	(152,639)
Cash and cash equivalents at end of period		$52,536	$113,159	$49,579

Operating Activities

Cash flow from operations decreased by $124.8 million in 2003 primarily due to the following:

• an increase in federal income taxes paid of $74.0 million in 2003 compared to 2002;
• the cessation of the Entergy Mississippi GGART. System Energy collected $21.7 million in 2003 and $40.8 million in 2002 from Entergy Mississippi in conjunction with the GGART, which provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power obligation. The MPSC authorized cessation of the GGART effective July 1, 2003. See Note 2 to the domestic utility companies and System Energy financial statements for further discussion of the GGART; and
• money pool activity, as discussed below.

Cash flow from operations increased by $59.7 million in 2002 primarily due to the effects in 2001 of the final resolution of the System Energy rate proceeding.

System Energy's receivables from the money pool were as follows as of December 31 for each of the following years:

2003	2002	2001	2000
(In Thousands)
$19,064	$7,046	$13,853	$155,301

Money pool activity used $12.0 million of System Energy's operating cash flows in 2003, provided $6.8 million in 2002, and provided $141.4 million in 2001. See Note 4 to the domestic utility companies and System Energy financial statements for a description of the money pool.

Investing Activities

The increase of $16.2 million in net cash used in investing activities in 2003 was primarily due to the following:

• the maturity in 2002 of $22.4 million of other temporary investments that had been made in 2001, which provided cash in 2002;
• an increase in decommissioning trust contributions and realized change in trust assets of $8.2 million in 2003 compared to 2002; and
• other temporary investments of $6.5 million made in 2003.

Partially offsetting the increases in net cash used in investing activities was a decrease in construction expenditures of $22.1 million in 2003 compared to 2002 primarily due to the power uprate project in 2002.

The decrease of $18.8 million in net cash used in investing activities in 2002 was primarily due to the maturity of $22.4 million of other temporary investments that had been made in 2001.

Financing Activities

The decrease of $16.8 million in net cash used in financing activities in 2003 was primarily due to a decrease of $19.5 million in the January 2003 principal payment made on the Grand Gulf 1 sale-leaseback compared to the January 2002 principal payment.

The decrease of $137.7 million in net cash used in financing activities in 2002 was primarily due to the retirement of $135.0 million of first mortgage bonds in 2001. There was no net reduction of first mortgage bonds in 2002.

See Note 5 to the domestic utility companies and System Energy financial statements for details of long-term debt.

Uses of Capital

System Energy requires capital resources for:

• construction and other capital investments;
• debt maturities;
• working capital purposes, including the financing of fuel costs; and
• dividend and interest payments.

Following are the amounts of System Energy's planned construction and other capital investments, existing debt and lease obligations, and other purchase obligations:

	2004	2005-2006	2007-2008	After 2008	Total
	(In Millions)
Planned construction and
capital investment (1)	$17	$37	N/A	N/A	$54
Long-term debt	$6	$53	$129	$701	$889
Nuclear fuel lease obligations (2)	$31	$16	N/A	N/A	$47

(1)	Includes $13 million each year for maintenance capital, which is planned spending on routine capital projects that are necessary to support reliability of service, equipment or systems.
(2)	It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. If such additional financing cannot be arranged, however, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations.

The planned capital investment estimate for System Energy reflects capital required to support the existing business of System Energy. Management provides more information on construction expenditures and long-term debt and preferred stock maturities in Notes 5, 7, and 9 to the domestic utility companies and System Energy financial statements.

As a wholly-owned subsidiary, System Energy dividends its earnings to Entergy Corporation at a percentage determined monthly. Currently, all of System Energy's retained earnings are available for distribution.

Sources of Capital

System Energy's sources to meet its capital requirements include:

• internally generated funds;
• cash on hand;
• debt issuances; and
• bank financing under new or existing facilities.

System Energy had three-year letters of credit in place that were scheduled to expire in March 2003 securing certain of its obligations related to the sale-leaseback of a portion of Grand Gulf 1. System Energy replaced the letters of credit before their expiration with new three-year letters of credit totaling approximately $198 million that were backed by cash collateral. In December 2003, System Energy replaced the cash-backed letters of credit with syndicated bank letters of credit that expire in May 2007.

Short-term borrowings by System Energy, including borrowings under the money pool, are limited to an amount authorized by the SEC, $140 million. Under the SEC order authorizing the short-term borrowing limits, System Energy cannot incur new short-term indebtedness if its common equity would comprise less than 30% of its capital. In addition this order restricts System Energy from publicly issuing new long-term debt unless that debt will be rated as investment grade. See Note 4 to the domestic utility companies and System Energy financial statements for further discussion of System Energy's short-term borrowing limits.

Significant Factors and Known Trends

Market Risks

Interest Rate and Equity Price Risk - Decommissioning Trust Funds

System Energy's nuclear decommissioning trust funds expose it to fluctuations in equity prices and interest rates. The NRC requires System Energy to maintain trusts to fund the costs of decommissioning Grand Gulf 1. The funds are invested primarily in equity securities; fixed-rate, fixed-income securities; and cash and cash equivalents. Management believes that its exposure to market fluctuations will not affect results of operations for the Grand Gulf 1 trust funds because of the application of regulatory accounting principles. The decommissioning trust funds are discussed more thoroughly in Notes 1 and 9 to the domestic utility companies and System Energy financial statements.

Nuclear Matters

System Energy owns and operates, through an affiliate, Grand Gulf 1. System Energy is, therefore, subject to the risks related to owning and operating a nuclear plant. These include risks from the use, storage, handling and disposal of high-level and low-level radioactive materials, limitations on the amounts and types of insurance commercially available for losses in connection with nuclear operations, and technological and financial uncertainties related to decommissioning nuclear plants at the end of their licensed lives, including the sufficiency of funds in decommissioning trusts. In the event of an unanticipated early shutdown of Grand Gulf 1, System Energy may be required to provide additional funds or credit support to satisfy regulatory requirements for decommissioning.

Litigation Risks

The states in which System Energy's customers operate have proven to be unusually litigious environments. Judges and juries in these states have demonstrated a willingness to grant large verdicts, including punitive damages, to plaintiffs in personal injury, property damage, and business tort cases. System Energy uses legal and appropriate means to contest litigation threatened or filed against it, but the litigation environment poses a significant business risk.

Environmental Risks

System Energy's facilities and operations are subject to regulation by various governmental authorities having jurisdiction over air quality, water quality, control of toxic substances and hazardous and solid wastes, and other environmental matters. Management believes that System Energy is in substantial compliance with environmental regulations currently applicable to its facilities and operations. Because environmental regulations are subject to change, future compliance costs cannot be precisely estimated.

Critical Accounting Estimates

The preparation of System Energy's financial statements in conformity with generally accepted accounting principles requires management to make estimates and judgments that can have a significant effect on reported financial position, results of operations, and cash flows. Management has identified the following estimates as critical accounting estimates because they are based on assumptions and measurements that involve an unusual degree of uncertainty, and there is the potential that different assumptions and measurements could produce estimates that are significantly different than those recorded in System Energy's financial statements.

Nuclear Decommissioning Costs

Regulations require that Grand Gulf 1 be decommissioned after the facility is taken out of service, and funds are collected and deposited in trust funds during the facility's operating life in order to provide for this obligation. System Energy conducts periodic decommissioning cost studies (typically updated every three to five years) to estimate the costs that will be incurred to decommission the facility. See Note 9 to the domestic utility companies and System Energy financial statements for details regarding System Energy's most recent study and the obligations recorded by System Energy related to decommissioning. The following key assumptions have a significant effect on these estimates:

• Cost Escalation Factors - System Energy's decommissioning studies include an assumption that decommissioning costs will escalate over present cost levels by an annual factor averaging approximately 5.5%. A 50 basis point change in this assumption could change the ultimate cost of decommissioning a facility by as much as 11%.

• Timing - The date of the plant's retirement must be estimated and an assumption must be made whether decommissioning will begin immediately upon plant retirement, or whether the plant will be held in "safestore" status for later decommissioning, as permitted by applicable regulations. System Energy's decommissioning studies for Grand Gulf 1 assume immediate decommissioning upon expiration of the original plant license. While the impact of these assumptions cannot be determined with precision, assuming either license extension or use of a "safestore" status can significantly decrease the present value of these obligations.

• Spent Fuel Disposal - Federal regulations require the Department of Energy to provide a permanent repository for the storage of spent nuclear fuel, and recent legislation has been passed by Congress to develop this repository at Yucca Mountain, Nevada. However, until this site is available, nuclear plant operators must provide for interim spent fuel storage on the nuclear plant site, which can require the construction and maintenance of dry cask storage sites or other facilities. The costs of developing and maintaining these facilities can have a significant impact (as much as 16% of estimated decommissioning costs). System Energy's decommissioning studies include cost estimates for spent fuel storage. However, these estimates could change in the future based on the timing of the opening of the Yucca Mountain facility, the schedule for shipments to that facility when it is opened, or other factors.

• Technology and Regulation - To date, there is limited practical experience in the United States with actual decommissioning of large nuclear facilities. As experience is gained and technology changes, cost estimates could also change. If regulations regarding nuclear decommissioning were to change, this could have a potentially significant impact on cost estimates. The impact of these potential changes is not presently determinable. System Energy's decommissioning cost studies assume current technologies and regulations.

System Energy collects the projected costs of decommissioning Grand Gulf 1 through rates charged to its customers. The amounts collected through rates, which are based upon decommissioning cost studies, are deposited in decommissioning trust funds. These collections plus earnings on the trust fund investments are estimated to be sufficient to fund the future decommissioning costs.

The obligation recorded by System Energy for decommissioning costs is reported in the line item entitled "Decommissioning." Prior to the implementation of SFAS 143, the amount recorded for this obligation was comprised of collections from customers and earnings on the trust funds.

SFAS 143

System Energy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Nuclear decommissioning costs are System Energy's only asset retirement obligations, and the measurement and recording of System Energy's decommissioning obligations outlined above changed significantly with the implementation of SFAS 143. The most significant differences in the measurement of these obligations are outlined below:

• Recording of full obligation - SFAS 143 requires that the fair value of an asset retirement obligation be recorded when it is incurred. This caused the recorded decommissioning obligation of System Energy to increase significantly, as System Energy had previously only recorded this obligation as the related costs were collected from customers, and as earnings were recorded on the related trust funds.
• Fair value approach - SFAS 143 requires that these obligations be measured using a fair value approach. Among other things, this entails the assumption that the costs will be incurred by a third party and will therefore include appropriate profit margins and risk premiums. System Energy's decommissioning studies to date have been based on System Energy performing the work, and have not included any such margins or premiums. Inclusion of these items increases cost estimates.
• Discount rate - SFAS 143 requires that these obligations be discounted using a credit-adjusted risk-free rate.

The net effect of implementing this standard for System Energy was recorded as a regulatory asset, with no resulting impact on System Energy's net income. System Energy recorded this regulatory asset because its existing rate mechanism is based on a cost standard that allows System Energy to recover all ultimate costs of decommissioning from its customers. Upon implementation, assets and liabilities increased by approximately $138 million in 2003 as a result of recording the asset retirement obligation at its fair value of $292 million as determined under SFAS 143, reversing the previously recorded decommissioning liability of $154 million, increasing utility plant by $82 million, increasing accumulated depreciation by $36 million, and recording the related regulatory asset of $92 million.

Pension and Other Postretirement Benefits

Entergy sponsors defined benefit pension plans which cover substantially all employees. Additionally, Entergy provides postretirement health care and life insurance benefits for substantially all employees who reach retirement age while still working for Entergy. Entergy's reported costs of providing these benefits, as described in Note 11 to the domestic utility companies and System Energy financial statements, are impacted by numerous factors including the provisions of the plans, changing employee demographics, and various actuarial calculations, assumptions, and accounting mechanisms. Because of the complexity of these calculations, the long-term nature of these obligations, and the importance of the assumptions utilized, Entergy's estimate of these costs is a critical accounting estimate.

Assumptions

Key actuarial assumptions utilized in determining these costs include:

• Discount rates used in determining the future benefit obligations;
• Projected health care cost trend rates;
• Expected long-term rate of return on plan assets; and
• Rate of increase in future compensation levels.

Entergy reviews these assumptions on an annual basis and adjusts them as necessary. The falling interest rate environment and poor performance of the financial equity markets over the past several years have impacted Entergy's funding and reported costs for these benefits. In addition, these trends have caused Entergy to make a number of adjustments to its assumptions.

In selecting an assumed discount rate, Entergy reviews market yields on high-quality corporate debt. Based on recent market trends, Entergy reduced its discount rate from 7.5% in 2001 and 6.75% in 2002 to 6.25% in 2003. Entergy reviews actual recent cost trends and projected future trends in establishing health care cost trend rates. Based on this review, Entergy increased its health care cost trend rate assumption used in calculating the 2003 accumulated postretirement benefit obligation. The assumed health care cost trend rate is a 10% increase in health care costs in 2004 gradually decreasing each successive year until it reaches a 4.5% annual increase in health care costs in 2010 and beyond.

In determining its expected long-term rate of return on plan assets, Entergy reviews past long-term performance, asset allocations, and long-term inflation assumptions. Entergy targets an asset allocation for its pension plan assets of roughly 66% equity securities, 30% fixed income securities and 4% other investments. The target allocation for Entergy's other postretirement benefit assets is 45% equity securities and 55% fixed income securities. Based on recent market trends, Entergy decreased its expected long-term rate of return on plan assets from 9% in 2001 to 8.75% for 2002 and 2003. The trend of reduced inflation caused Entergy to reduce its assumed rate of increase in future compensation levels from 4.6% in 2001 to 3.25% in 2002 and 2003.

Cost Sensitivity

The following chart reflects the sensitivity of pension cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Pension Cost	Impact on Projected Benefit Obligation
	Increase/(Decrease)
Discount rate	(0.25%)	$265	$3,689
Rate of return on plan assets	(0.25%)	$113	-
Rate of increase in compensation	0.25%	$158	$1,337

The following chart reflects the sensitivity of postretirement benefit cost to changes in certain actuarial assumptions (in thousands):

Actuarial Assumption	Change in Assumption	Impact on 2003 Postretirement Benefit Cost	Impact on Accumulated Postretirement Benefit Obligation
	Increase/(Decrease)
Health care cost trend	0.25%	$172	$788
Discount rate	(0.25%)	$127	$889

Each fluctuation above assumes that the other components of the calculation are held constant.

Accounting Mechanisms

In accordance with SFAS No. 87, "Employers' Accounting for Pensions," Entergy utilizes a number of accounting mechanisms that reduce the volatility of reported pension costs. Differences between actuarial assumptions and actual plan results are deferred and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market-related value of plan assets. If necessary, the excess is amortized over the average remaining service period of active employees.

Additionally, Entergy smoothes the impact of asset performance on pension expense over a twenty-quarter phase-in period through a "market-related" value of assets calculation. Since the market-related value of assets recognizes investment gains or losses over a twenty-quarter period, the future value of assets will be impacted as previously deferred gains or losses are recognized. As a result, the losses that the pension plan assets experienced in 2002 may have an adverse impact on pension cost in future years depending on whether the actuarial losses at each measurement date exceed the 10% corridor in accordance with SFAS 87.

Costs and Funding

Total pension cost for System Energy in 2003 was $5.8 million, including a $2.7 million charge related to the Voluntary Severance Program. System Energy is projecting 2004 pension cost to $4.4 million due to a decrease in the discount rate from 6.75% to 6.25% and the phased-in effect of poor asset performance. System Energy was not required to make contributions to its pension plan in 2003, however, System Energy anticipates making $5.4 million in contributions in 2004.

Due to negative pension plan asset returns from 2000 to 2002, System Energy's accumulated benefit obligation at December 31, 2003 and 2002 exceeded plan assets. As a result, System Energy was required to recognize an additional minimum liability as prescribed by SFAS 87. At December 31, 2003 System Energy increased its additional minimum liability to $7.4 million from $0.4 million at December 31, 2002. System Energy did not adjust its intangible asset for the unrecognized prior service cost of $0.4 million. System Energy recorded a regulatory asset of $7 million at December 31, 2003. Net income for 2003 and 2002 were not impacted.

Total postretirement health care and life insurance benefit costs for System Energy in 2003 were $5 million, including a $2.8 million charge related to the Voluntary Severance Program. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 became law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as a federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D. Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. System Energy expects 2004 postretirement health care and life insurance benefit costs to approximate $2 million.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholder of
System Energy Resources, Inc.:

We have audited the accompanying balance sheets of System Energy Resources, Inc. as of December 31, 2003 and 2002, and the related statements of income, retained earnings, and cash flows (pages 263 through 268 and applicable items in pages 270 through 331) for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of System Energy Resources, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 and Note 9 to the notes to respective financial statements, System Energy Resources, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations, and Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, in 2003.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

                         SYSTEM ENERGY RESOURCES,INC.
                             INCOME STATEMENTS

                                                          For the Years Ended December 31,
                                                           2003           2002        2001
                                                                     (In Thousands)

               OPERATING REVENUES
Domestic electric                                          $583,820      $602,486     $535,027
                                                           --------      --------     --------
               OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                43,132        36,456       37,010
   Nuclear refueling outage expenses                         12,695        10,723       13,275
   Other operation and maintenance                          105,333        98,264       85,491
Decommissioning                                              21,799        16,055      (13,493)
Taxes other than income taxes                                25,521        25,992       26,134
Depreciation and amortization                               109,528       112,093       53,414
Other regulatory charges - net                               27,400        53,769       62,742
                                                           --------      --------     --------
TOTAL                                                       345,408       353,352      264,573
                                                           --------      --------     --------

OPERATING INCOME                                            238,412       249,134      270,454
                                                           --------      --------     --------

                  OTHER INCOME
Allowance for equity funds used during construction           1,140         2,449        1,769
Interest and dividend income                                  7,556         2,857       26,271
Miscellaneous - net                                          (1,194)          826       (1,190)
                                                           --------      --------     --------
TOTAL                                                         7,502         6,132       26,850
                                                           --------      --------     --------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                                   62,802        73,891       68,833
Other interest - net                                          1,818         2,748       69,185
Allowance for borrowed funds used during construction          (554)         (902)        (830)
                                                           --------      --------     --------
TOTAL                                                        64,066        75,737      137,188
                                                           --------      --------     --------

INCOME BEFORE INCOME TAXES                                  181,848       179,529      160,116

Income taxes                                                 75,845        76,177       43,761
                                                           --------      --------     --------

NET INCOME                                                 $106,003      $103,352     $116,355
                                                           ========      ========     ========
See Notes to Respective Financial Statements.







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                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS

                                                              For the Years Ended December 31,
                                                               2003         2002       2001
                                                                       (In Thousands)

                 OPERATING ACTIVITIES
Net income                                                    $106,003    $103,352    $116,355
Noncash items included in net income:
  Reserve for regulatory adjustments                                 -           -    (322,368)
  Other regulatory charges - net                                27,400      53,769      62,742
  Depreciation, amortization, and decommissioning              131,327     128,148      39,921
  Deferred income taxes and investment tax credits             (35,207)    (38,246)    106,764
  Allowance for equity funds used during construction           (1,140)     (2,449)     (1,769)
Changes in working capital:
  Receivables                                                   (8,025)      5,719     142,797
  Accounts payable                                              (1,232)     14,767      (9,587)
  Taxes accrued                                                (12,815)    (44,122)     43,992
  Interest accrued                                             (12,904)     (4,568)      3,088
  Other working capital accounts                                 1,463      (6,108)       (664)
Provision for estimated losses and reserves                      2,914         163          16
Changes in other regulatory assets                              26,307      52,448      38,732
Other                                                         (123,274)    (37,234)    (54,124)
                                                              --------    --------    --------
Net cash flow provided by operating activities                 100,817     225,639     165,895
                                                              --------    --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                      (18,195)    (40,306)    (40,144)
Allowance for equity funds used during construction              1,140       2,449       1,769
Nuclear fuel purchases                                               -     (43,140)    (37,639)
Proceeds from sale/leaseback of nuclear fuel                         -      43,140      37,639
Decommissioning trust contributions and realized
    change in trust assets                                     (21,528)    (13,370)    (16,147)
Changes in other temporary investments - net                    (6,482)     22,354     (22,354)
Other                                                                -           -      29,242
                                                              --------    --------    --------
Net cash flow used in investing activities                     (45,065)    (28,873)    (47,634)
                                                              --------    --------    --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                         -      69,505           -
Retirement of long-term debt                                   (11,375)   (100,891)   (151,800)
Dividends paid:
  Common stock                                                (105,000)   (101,800)   (119,100)
                                                              --------    --------    --------
Net cash flow used in financing activities                    (116,375)   (133,186)   (270,900)
                                                              --------    --------    --------

Net increase (decrease) in cash and cash equivalents           (60,623)     63,580    (152,639)

Cash and cash equivalents at beginning of period               113,159      49,579     202,218
                                                              --------    --------    --------

Cash and cash equivalents at end of period                     $52,536    $113,159     $49,579
                                                              ========    ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                         $73,636     $77,190    $130,596
  Income taxes                                                $230,919    $156,957   ($107,831)

See Notes to Respective Financial Statements.



                        SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                                     ASSETS

                                                                  December 31,
                                                               2003        2002
                                                                 (In Thousands)

                 CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                          $2,918       $2,282
  Temporary cash investments - at cost,
    which approximates market                                   49,618      110,877
                                                            ----------   ----------
        Total cash and cash equivalents                         52,536      113,159
                                                            ----------   ----------
Other temporary investments                                      6,482            -
Accounts receivable:
  Associated companies                                          72,477       64,852
  Other                                                          1,777        1,377
                                                            ----------   ----------
    Total accounts receivable                                   74,254       66,229
                                                            ----------   ----------
Materials and supplies - at average cost                        63,047       51,492
Deferred nuclear refueling outage costs                          2,979       15,666
Prepayments and other                                            1,031        1,319
                                                            ----------   ----------
TOTAL                                                          200,329      247,865
                                                            ----------   ----------

         OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                    172,916      138,985
                                                            ----------   ----------

                  UTILITY PLANT
Electric                                                     3,205,895    3,131,945
Property under capital lease                                   466,521      455,229
Construction work in progress                                   31,344       28,128
Nuclear fuel under capital lease                                47,242       78,991
                                                            ----------   ----------
TOTAL UTILITY PLANT                                          3,751,002    3,694,293
Less - accumulated depreciation and amortization             1,672,658    1,530,751
                                                            ----------   ----------
UTILITY PLANT - NET                                          2,078,344    2,163,542
                                                            ----------   ----------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              115,633      134,895
  Other regulatory assets                                      301,233      219,420
Other                                                           12,269       11,191
                                                            ----------   ----------
TOTAL                                                          429,135      365,506
                                                            ----------   ----------

TOTAL ASSETS                                                $2,880,724   $2,915,898
                                                            ==========   ==========
See Notes to Respective Financial Statements.


                     SYSTEM ENERGY RESOURCES, INC.
                             BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDER'S EQUITY

                                                                  December 31,
                                                               2003        2002
                                                                (In Thousands)

               CURRENT LIABILITIES
Currently maturing long-term debt                               $6,348      $11,375
Accounts payable:
  Associated companies                                               -        4,851
  Other                                                         30,255       26,636
Taxes accrued                                                   55,585       68,400
Accumulated deferred income taxes                                  942        5,322
Interest accrued                                                29,623       42,527
Obligations under capital leases                                31,266       24,954
Other                                                            1,971        1,928
                                                            ----------   ----------
TOTAL                                                          155,990      185,993
                                                            ----------   ----------

             NON-CURRENT LIABILITIES
Accumulated deferred income taxes and taxes accrued            290,964      439,540
Accumulated deferred investment tax credits                     79,088       82,564
Obligations under capital leases                                15,976       54,036
Other regulatory liabilities                                   213,093      186,599
Decommissioning                                                312,459      153,473
Accumulated provisions                                           3,782          868
Long-term debt                                                 882,401      888,665
Other                                                           33,735       31,927
                                                            ----------   ----------
TOTAL                                                        1,831,498    1,837,672
                                                            ----------   ----------


              SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000 shares;
  issued and outstanding 789,350 shares in 2003 and 2002       789,350      789,350
Retained earnings                                              103,886      102,883
                                                            ----------   ----------
TOTAL                                                          893,236      892,233
                                                            ----------   ----------

Commitments and Contingencies

       TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY           $2,880,724   $2,915,898
                                                            ==========   ==========
See Notes to Respective Financial Statements.


                         SYSTEM ENERGY RESOURCES, INC.
                        STATEMENTS OF RETAINED EARNINGS

                                                     For the Years Ended December 31,
                                                      2003        2002        2001
                                                             (In Thousands)

Retained Earnings, January 1                         $102,883   $101,331    $104,076

  Add:
    Net income                                        106,003    103,352     116,355

  Deduct:
    Dividends declared                                105,000    101,800     119,100
                                                     --------   --------    --------
Retained Earnings, December 31                       $103,886   $102,883    $101,331
                                                     ========   ========    ========

See Notes to Respective Financial Statements.

SYSTEM ENERGY RESOURCES, INC.

SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON

	2003	2002	2001	2000	1999
	(In Thousands)
Operating revenues	$583,820	$602,486	$535,027	$656,749	$620,032
Net income	$106,003	$103,352	$116,355	$93,745	$82,372
Total assets	$2,880,724	$2,915,898	$2,964,041	$3,274,550	$3,369,048
Long-term obligations (1)	$898,377	$942,701	$865,439	$947,991	$1,122,178
Electric energy sales (GWh)	9,812	9,053	8,921	9,621	7,567

(1) Includes long-term debt (excluding currently maturing), and noncurrent capital lease obligations.

ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY RESOURCES

NOTES TO RESPECTIVE FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

The accompanying separate financial statements of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are included in this document and result from these companies having registered securities with the SEC. These companies maintain accounts in accordance with FERC and other regulatory guidelines. Certain previously reported amounts have been reclassified to conform to current classifications, with no effect on net income or shareholders' equity.

Use of Estimates in the Preparation of Financial Statements

The preparation of the domestic utility companies' and System Energy's financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Adjustments to the reported amounts of assets and liabilities may be necessary in the future to the extent that future estimates or actual results are different from the estimates used.

Revenues and Fuel Costs

Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi generate, transmit, and distribute electric power primarily to retail customers in Arkansas, Louisiana, and Mississippi, respectively. Entergy Gulf States generates, transmits, and distributes electric power primarily to retail customers in Texas and Louisiana. Entergy Gulf States also distributes gas to retail customers in and around Baton Rouge, Louisiana. Entergy New Orleans sells both electric power and gas to retail customers in the City of New Orleans, except for Algiers, where Entergy Louisiana is the electric power supplier.

Entergy recognizes revenue from electric power and gas sales when it delivers power or gas to its customers. To the extent that deliveries have occurred but a bill has not been issued, the domestic utility companies accrue an estimate of the revenues for energy delivered since the latest billings. Entergy calculates the estimate based upon several factors including billings through the last billing cycle in a month, actual generation in the month, historical line loss factors, and prices in effect in the domestic utility companies' various jurisdictions. Each month the estimated unbilled revenue amounts are recorded as revenue and a receivable, and the prior month's estimate is reversed. Therefore, changes in price and volume differences resulting from factors such as weather affect the calculation of unbilled revenues from one period to the next, and may result in variability in reported revenues from one period to the next as prior estimates are so recorded and reversed.

The domestic utility companies' rate schedules include either fuel adjustment clauses or fixed fuel factors, both of which allow either current recovery in billings to customers or deferral of fuel costs until the costs are billed to customers. Because the fuel adjustment clause mechanism allows monthly adjustments to recover fuel costs, Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States include a component of fuel cost recovery in their unbilled revenue calculations. Where the fuel component of revenues is billed based on a pre-determined fuel cost (fixed fuel factor), the fuel factor remains in effect until changed as part of a general rate case, fuel reconciliation, or fixed fuel factor filing. Entergy Mississippi's fuel factor includes an energy cost rider that is adjusted quarterly. Entergy Mississippi has deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 20 03 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount plus carrying charges will be collected over twelve months beginning January 2004. In the case of Entergy Arkansas and the Texas portion of Entergy Gulf States, their fuel under-recoveries are treated as regulatory investments in the cash flow statements because those companies are allowed by their regulatory jurisdictions to recover the fuel cost regulatory asset over longer than a twelve-month period, and the companies earn a carrying charge on the under-recovered balances.

System Energy's operating revenues are intended to recover from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans operating expenses and capital costs attributable to Grand Gulf 1. The capital costs are computed by allowing a return on System Energy's common equity funds allocable to its net investment in Grand Gulf 1, plus System Energy's effective interest cost for its debt allocable to its investment in Grand Gulf 1.

Property, Plant, and Equipment

Property, plant, and equipment is stated at original cost. The original cost of plant retired or removed, less salvage, is charged to accumulated depreciation. Normal maintenance, repairs, and minor replacement costs are charged to operating expenses. Substantially all of the domestic utility companies' and System Energy's plant is subject to mortgage liens.

Electric plant includes the portions of Grand Gulf and Waterford 3 that have been sold and leased back. For financial reporting purposes, these sale and leaseback arrangements are reflected as financing transactions.

Net property, plant, and equipment by company and functional category, as of December 31, 2003 and 2002, is shown below:

(1) This is reflected in electric property, plant, and equipment and accumulated depreciation and amortization on the balance sheet.

Depreciation is computed on the straight-line basis at rates based on the estimated service lives of the various classes of property. Depreciation rates on average depreciable property are shown below:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy (1)
2003	3.2%	2.2%	3.0%	2.5%	3.1%	2.8%
2002	3.2%	2.4%	3.0%	2.5%	3.1%	2.8%
2001	3.1%	2.5%	2.9%	2.4%	3.0%	2.8%

(1) Per a FERC order in 2001, the depreciation rate for System Energy was changed from 3.3% to 2.8%, retroactive to December 1995. The retroactive effect of the change is reflected in the 2001 financial statements.

Jointly-Owned Generating Stations

Certain Entergy subsidiaries jointly own electric generating facilities with third parties. The investments and expenses associated with these generating stations are recorded by the Entergy subsidiaries to the extent of their respective undivided ownership interests. As of December 31, 2003, the subsidiaries' investment and accumulated depreciation in each of these generating stations were as follows:

Generating Stations		Fuel-Type	Total Megawatt Capability (1)	Ownership	Investment	Accumulated Depreciation
					(In Millions)
Entergy Arkansas -
Independence	Unit 1	Coal	815	31.50%	$117	$71
	Common Facilities	Coal		15.75%	31	17
White Bluff	Units 1 and 2	Coal	1,635	57.00%	423	256
Entergy Gulf States -
Roy S. Nelson	Unit 6	Coal	550	70.00%	404	234
Big Cajun 2	Unit 3	Coal	575	42.00%	233	123
Entergy Mississippi -
Independence	Units 1 and 2 and Common Facilities	Coal	1,630	25.00%	230	111
System Energy -
Grand Gulf	Unit 1	Nuclear	1,207	90.00%(2)	3,672	1,673

(1)	"Total Megawatt Capability" is the dependable load carrying capability as demonstrated under actual operating conditions based on the primary fuel (assuming no curtailments) that each station was designed to utilize.
(2)	Includes an 11.5% leasehold interest held by System Energy. System Energy's Grand Gulf 1 lease obligations are discussed in Note 10 to the domestic utility companies and System Energy financial statements.

Nuclear Refueling Outage Costs

The domestic utility companies record nuclear refueling outage costs in accordance with regulatory treatment and the matching principle. These refueling outage expenses are incurred to prepare the units to operate for the next operating cycle without having to be taken off line. Except for the River Bend plant, the costs are deferred during the outage and amortized over the period to the next outage. In accordance with the regulatory treatment of the River Bend plant, the costs are accrued in advance and included in the cost of service used to establish retail rates. Entergy Gulf States relieves the accrued liability when it incurs costs during the next River Bend outage.

Allowance for Funds Used During Construction

AFUDC represents the approximate net composite interest cost of borrowed funds and a reasonable return on the equity funds used for construction. Although AFUDC increases both the plant balance and earnings, it is realized in cash through depreciation provisions included in rates.

Income Taxes

Entergy Corporation and its subsidiaries file a U.S. consolidated federal income tax return. Income taxes are allocated to the subsidiaries in proportion to their contribution to consolidated taxable income. SEC regulations require that no Entergy subsidiary pay more taxes than it would have paid if a separate income tax return had been filed. In accordance with SFAS 109, "Accounting for Income Taxes," deferred income taxes are recorded for all temporary differences between the book and tax basis of assets and liabilities, and for certain credits available for carryforward.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates in the period in which the law or rate was enacted.

Investment tax credits are deferred and amortized based upon the average useful life of the related property, in accordance with ratemaking treatment.

Application of SFAS 71

The domestic utility companies and System Energy currently account for the effects of regulation pursuant to SFAS 71, "Accounting for the Effects of Certain Types of Regulation." This statement applies to the financial statements of a rate-regulated enterprise that meet three criteria. The enterprise must have rates that (i) are approved by a body empowered to set rates that bind customers (its regulator); (ii) are cost-based; and (iii) can be charged to and collected from customers. These criteria may also be applied to separable portions of a utility's business, such as the generation or transmission functions, or to specific classes of customers. If an enterprise meets these criteria, it capitalizes costs that would otherwise be charged to expense if the rate actions of its regulator make it probable that those costs will be recovered in future revenue. Such capitalized costs are reflected as regulatory assets in the accompanying financial statements. A significant majority of Entergy's regulatory assets, net of related regulatory and deferred tax liabilities, earn a return on investment during their recovery periods. SFAS 71 requires that rate-regulated enterprises assess the probability of recovering their regulatory assets at each balance sheet date. When an enterprise concludes that recovery of a regulatory asset is no longer probable, the regulatory asset must be removed from the entity's balance sheet.

SFAS 101, "Accounting for the Discontinuation of Application of FASB Statement No. 71," specifies how an enterprise that ceases to meet the criteria for application of SFAS 71 for all or part of its operations should report that event in its financial statements. In general, SFAS 101 requires that the enterprise report the discontinuation of the application of SFAS 71 by eliminating from its balance sheet all regulatory assets and liabilities related to the applicable segment. Additionally, if it is determined that a regulated enterprise is no longer recovering all of its costs and therefore no longer qualifies for SFAS 71 accounting, it is possible that an impairment may exist that could require further write-offs of plant assets.

EITF 97-4: "Deregulation of the Pricing of Electricity - Issues Related to the Application of FASB Statements No. 71 and 101" specifies that SFAS 71 should be discontinued at a date no later than when the effects of a transition to competition plan for all or a portion of the entity subject to such plan are reasonably determinable. Additionally, EITF 97-4 promulgates that regulatory assets to be recovered through cash flows derived from another portion of the entity that continues to apply SFAS 71 should not be written off; rather, they should be considered regulatory assets of the segment that will continue to apply SFAS 71.

See Note 2 to the domestic utility companies and System Energy financial statements for discussion of transition to competition activity in the retail regulatory jurisdictions served by the domestic utility companies. Only Texas currently has an enacted retail open access law, but Entergy believes that significant issues remain to be addressed by regulators, and the enacted law does not provide sufficient detail to reasonably determine the impact on Entergy Gulf States' regulated operations.

Cash and Cash Equivalents

Entergy considers all unrestricted highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Investments with original maturities of more than three months are classified as other temporary investments on the balance sheet.

Investments

Entergy applies the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, Entergy records the decommissioning trust funds at their fair value on the consolidated balance sheet. As of December 31, 2003 and 2002, the fair value of the securities held in such funds differs from the amounts deposited plus the earnings on the deposits by the following:

	2003	2002
	(In Millions)
Entergy Arkansas	$52.9	$35.3
Entergy Gulf States	$17.2	$1.4
Entergy Louisiana	$9.2	($0.3)
System Energy	($2.1)	($14.5)

Because of the ability of the domestic utility companies and System Energy to recover decommissioning costs in rates and in accordance with the regulatory treatment for decommissioning trust funds, Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), Entergy Louisiana, and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities/assets. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) in other deferred credits. Prior to the implementation of SFAS 143, the offsetting amount of unrealized gains/(losses) on investment securities was recorded in accumulated depreciation for Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), and for Entergy Louisiana.

Derivatives and Hedging

Entergy implemented SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" on January 1, 2001. The statement requires that all derivatives be recognized in the balance sheet, either as assets or liabilities, at fair value, unless they meet the normal purchase, normal sales criteria. The changes in the fair value of recognized derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and the type of hedge transaction.

Contracts for commodities that will be delivered in quantities expected to be used or sold in the ordinary course of business, including certain purchases and sales of power and fuel, are not classified as derivatives. These contracts are exempted under the normal purchase, normal sales criteria. Revenues and expenses from these contracts are reported on a gross basis in the appropriate revenue and expense categories as the commodities are received or delivered.

Other contracts for commodities in which Entergy is hedging the variability of cash flows related to a variable-rate asset, liability, or forecasted transaction qualify as cash flow hedges. The changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy, and at inception and on a ongoing basis the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of all hedges are recognized in current-period earnings.

Fair Values

The estimated fair values of the domestic utility companies' and System Energy's financial instruments and derivatives are determined using bid prices and market quotes. Considerable judgment is required in developing the estimates of fair value. Therefore, estimates are not necessarily indicative of the amounts that the domestic utility companies and System Energy could realize in a current market exchange. Gains or losses realized on financial instruments held by regulated businesses may be reflected in future rates and therefore do not accrue to the benefit or detriment of stockholders.

The domestic utility companies and System Energy consider the carrying amounts of most of their financial instruments classified as current assets and liabilities to be a reasonable estimate of their fair value because of the short maturity of these instruments. Additional information regarding financial instruments and their fair values is included in Notes 5 and 7 to the domestic utility companies and System Energy financial statements.

Impairment of Long-Lived Assets

The domestic utility companies and System Energy periodically review their long-lived assets whenever events or changes in circumstances indicate that recoverability of these assets is uncertain. Generally, the determination of recoverability is based on the net cash flows expected to result from such operations and assets. Projected net cash flows depend on the future operating costs associated with the assets, the efficiency and availability of the assets and generating units, and the future market and price for energy over the remaining life of the assets.

River Bend AFUDC

The River Bend AFUDC gross-up is a regulatory asset that represents the incremental difference imputed by the LPSC between the AFUDC actually recorded by Gulf States Utilities on a net-of-tax basis during the construction of River Bend and what the AFUDC would have been on a pre-tax basis. The imputed amount was only calculated on that portion of River Bend that the LPSC allowed in rate base and is being amortized over the estimated remaining economic life of River Bend.

Transition to Competition Liabilities

In conjunction with electric utility industry restructuring activity in Texas, regulatory mechanisms were established to mitigate potential stranded costs. Texas restructuring legislation allowed depreciation on transmission and distribution assets to be directed toward generation assets. The liability recorded as a result of this mechanism is classified as "transition to competition" deferred credits.

Reacquired Debt

The premiums and costs associated with reacquired debt of the domestic utility companies and System Energy (except that portion allocable to the deregulated operations of Entergy Gulf States) are being amortized over the life of the related new issuances, in accordance with ratemaking treatment.

Entergy Gulf States' Deregulated Operations

Entergy Gulf States does not apply regulatory accounting principles to its wholesale jurisdiction, Louisiana retail deregulated portion of River Bend, and the 30% interest in River Bend formerly owned by Cajun. The Louisiana retail deregulated portion of River Bend is operated under a deregulated asset plan representing a portion (approximately 16%) of River Bend plant costs, generation, revenues, and expenses established under a 1992 LPSC order. The plan allows Entergy Gulf States to sell the electricity from the deregulated assets to Louisiana retail customers at 4.6 cents per kWh or off-system at higher prices, with certain provisions for sharing such incremental revenue above 4.6 cents per kWh between ratepayers and shareholders.

The results of these deregulated operations before interest charges for the years ended December 31, 2003, 2002, and 2001 are as follows:

The net investment associated with these deregulated operations as of December 31, 2003 and 2002 was approximately $798 million and $805 million, respectively.

New Accounting Pronouncements

During 2003, Entergy adopted the provisions of the following accounting standards: SFAS 143, "Accounting for Asset Retirement Obligations," which is discussed further in Note 9; FIN 46, Consolidation of Variable Interest Entities," which is discussed further in Note 6; and SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS 150, which became effective July 1, 2003, requires mandatorily redeemable financial instruments to be classified and treated as liabilities in the presentation of financial position and results of operations. The only effect of implementing SFAS 150 for Entergy is the inclusion of long-term debt and preferred stock with sinking fund under the liabilities caption in Entergy's balance sheet. Entergy's results of operations and cash flows were not affected by this standard.

During 2003, Entergy also adopted the provisions of the following accounting standards: SFAS 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" and related interpretations by the Derivatives Implementation Group, and FIN 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees Including Indirect Guarantees of Indebtedness of Others". The adoption of these standards did not have a material effect on Entergy's financial statements.

NOTE 2. RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application of SFAS 71

Although Arkansas and Texas enacted retail open access laws, the retail open access law in Arkansas has now been repealed. Retail open access in Entergy Gulf States' service territory in Texas has been delayed. Entergy believes that significant issues remain to be addressed by Texas regulators, and the enacted law does not provide sufficient detail to allow Entergy Gulf States to reasonably determine the impact on Entergy Gulf States' regulated operations. Entergy therefore continues to apply regulatory accounting principles to the retail operations of all of the domestic utility companies. Following is a summary of the status of retail open access in the domestic utility companies' retail service territories.

Arkansas

(Entergy Arkansas)

In April 1999, the Arkansas legislature enacted Act 1556, the Arkansas Electric Consumer Choice Act, providing for competition in the electric utility industry through retail open access. In December 2001, the APSC recommended to the Arkansas General Assembly that legislation be enacted during the 2003 legislative session to either repeal Act 1556 or further delay retail open access until at least 2010. In February 2003, the Arkansas legislature voted to repeal Act 1556 and the repeal was signed into law by the governor.

Texas

(Entergy Gulf States)

Retail open access commenced in portions of Texas on January 1, 2002. The staff of the PUCT filed a petition to delay retail open access in Entergy Gulf States' service area, and Entergy Gulf States reached a settlement agreement with the PUCT to delay retail open access until at least September 15, 2002. In September 2002, the PUCT ordered Entergy Gulf States to file on January 24, 2003 a proposal for an interim solution (retail open access without a FERC-approved RTO) if it appeared by January 15, 2003 that a FERC-approved RTO would not be functional by January 1, 2004. On January 24, 2003, Entergy Gulf States filed its proposal, which among other elements, included:

• the recommendation that retail open access in Entergy Gulf States' Texas service territory, including corporate unbundling, occur by January 1, 2004, or else be delayed until at least January 1, 2007. If retail open access is delayed past January 1, 2004, Entergy Gulf States seeks authorization to separate into two bundled utilities, one subject to the retail jurisdiction of the PUCT and one subject to the retail jurisdiction of the LPSC.
• the recommendation that Entergy's transmission organization, possibly with the oversight of another entity, will continue to serve as the transmission authority for purposes of retail open access in Entergy Gulf States' service territory.
• the recommendation that the decision points be identified that would require prior to January 1, 2004, the PUCT's determination, based upon objective criteria, whether to proceed with further efforts toward retail open access in Entergy Gulf States' Texas service territory.

The PUCT considered the proposal at a March 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. The PUCT issued an order on rehearing in late-July 2003 in which it identified December 2004 as the target date for the beginning of the interim solution. Consistent with the order, and after negotiations with other parties and following a series of contested hearings and the PUCT approval of a settlement agreement on the market protocols, Entergy Services made a filing at the FERC and has received approval on an expedited basis of the market protocols subject to FERC jurisdiction. This ruling, when final and appealable, will allow for the reinvigorated pilot to begin upon the PUCT approval of Entergy Gulf States' independent organization request. The PUCT is currently scheduled to conduct a hearing on this request in June 2004.

In September 2003, the PUCT issued a written order that approved the Price to Beat (PTB) fuel factor for Entergy Gulf States, which is to be implemented upon the commencement of retail open access in its Texas service territory. This PTB fuel factor is subject to revision based on PUCT rules. The PUCT declined consideration of a request for rehearing sought by certain cities in Texas served by Entergy Gulf States and the Office of Public Utility Counsel. The Office of Public Utility Counsel has appealed this decision to the Texas courts. Management cannot predict the ultimate outcome of the proceeding at this time.

Louisiana

(Entergy Gulf States and Entergy Louisiana)

In March 1999, the LPSC deferred making a decision on whether competition in the electric utility industry is in the public interest. However, the LPSC directed the LPSC staff, outside consultants, and counsel to work together to analyze and resolve issues related to competition and to recommend a plan for consideration by the LPSC. In July 2001, the LPSC staff submitted a final response to the LPSC. In its report the LPSC staff concluded that retail competition is not in the public interest at this time for any customer class. Nevertheless, the LPSC staff recommended that retail open access be made available for certain large industrial customers as early as January 2003. An eligible customer choosing to go to competition would be required to provide its utility with a minimum of six months notice prior to the date of retail open access. The LPSC staff report also recommended that all customers who do not currently co- or self-generate, or have co- or self-generation under c onstruction as of a date to be specified by the LPSC, remain liable for their share of stranded costs. During its October 2001 meeting, the LPSC adopted dates by which a total of 800 MW of co- or self-generation could be developed in Louisiana without being affected by stranded costs. During its November 2001 meeting, the LPSC decided not to adopt a plan for retail open access for any customers at this time, but to have collaborative group meetings concerning open access from time to time, and to have the LPSC staff monitor developments in neighboring states and to report to the LPSC regarding the progress of retail access developments in those states. No further action has been taken by the LPSC at this time.

Mississippi

(Entergy Mississippi)

In May 2000, after two years of studies and hearings, the MPSC announced that it was suspending its docket studying the opening of the state's retail electricity markets to competition. The MPSC based its decision on its finding that competition could raise the electric rates paid by residential and small commercial customers. The final decision regarding the introduction of retail competition ultimately lies with the Mississippi Legislature. Management cannot predict when, or if, Mississippi will deregulate its retail electricity market.

New Orleans

(Entergy New Orleans)

Entergy New Orleans filed an electric transition to competition plan in September 1997. No procedural schedule has been established for consideration of that plan by the City Council.

Regulatory Assets

Other Regulatory Assets

The domestic utility companies and System Energy are subject to the provisions of SFAS 71, "Accounting for the Effects of Certain Types of Regulation." Regulatory assets represent probable future revenues associated with certain costs that are expected to be recovered from customers through the ratemaking process. In addition to the regulatory assets that are specifically disclosed on the face of the balance sheets, the tables below provide detail of "Other regulatory assets" included on the balance sheets of the domestic utility companies and System Energy as of December 31, 2003 and 2002 (in millions).

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
DOE Decom. and Decontamination Fees - recovered through fuel rates until December 2006 (Note 9)	$17.1	$3.0	$6.5	$-	$-	$6.4
Asset Retirement Obligation - recovery dependent upon timing of decommissioning (Note 9)	203.7	36.2	132.3	-	-	92.7
Removal costs - recovered through depreciation rates (Note 9)	26.6	4.2	-	24.4	2.1	15.1
Provisions for storm damages - recovered through cost of service	25.3	57.4	40.9	3.5	-	-
Postretirement benefits - recovered through 2013 (Note 11)	21.5	-	-	-	-	-
Pension costs (Note 11)	41.7	-	-	6.4	10.4	7.1
Incremental ice storm costs - recovered until 2032	14.7	-	-	-	-	-
Depreciation re-direct - recovery begins at start of retail open access (Note 1)	-	79.1	-	-	-	-
River Bend AFUDC - recovered through August 2025 (Note 1)	-	39.4	-	-	-	-
Spindletop gas storage lease - recovered through 2032	-	38.0	-	-	-	-
1994 FERC Settlement - recovered through June 2004 (Note 2)	-	-	-	-	-	4.0
Sale-leaseback deferral - recovered through June 2014 (Note 10)	-	-	-	-	-	131.7
Resource planning - recovery timing will be determined by the LPSC in a base rate proceeding (Note 2)	-	-	5.8	-	-	-
Low-level radwaste - recovery timing dependent upon pending lawsuit	16.2	3.1	-	-	-	-
Deferred fuel - non-current - recovered through rate riders when rates are redetermined annually	17.1	-	-	11.1	-	-
Unamortized loss on reaquired debt - recovered over term of debt	38.3	46.6	24.0	11.8	1.7	41.9
Other - various	15.3	13.4	8.2	1.1	13.0	2.3
Total	$437.5	$320.4	$217.7	$58.3	$27.2	$301.2

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
DOE Decommissioning and Decontamination Fees (Note 9)	$20.9	$3.7	$8.0	$-	$-	$7.8
Removal costs (Note 9)	35.2	-	-	28.6	-	15.8
Provisions for storm damages	13.8	45.3	39.0	2.9	-	-
Postretirement benefits (Note 11)	23.9	-	-	-	-	-
Pension costs (Note 11)	19.1	-	38.8	9.8	3.0	-
Incremental ice storm costs	15.3	-	-	-	-	-
Imputed capacity charges	-	5.5	11.8	-	-	-
Depreciation re-direct (Note 1)	-	79.1	-	-	-	-
River Bend AFUDC (Note 1)	-	41.3	-	-	-	-
Spindletop gas storage lease	-	35.0	-	-	-	-
1994 FERC Settlement (Note 2)	-	-	-	-	-	12.1
Sale-leaseback deferral (Note 10)	-	-	-	-	-	123.9
SFAS 115 decommissioning (Note 1)	-	-	-	-	-	14.5
Low-level radwaste	16.2	3.1	-	-	-	-
Deferred fuel - non-current	-	-	13.2	-	-	-
Unamortized loss on reaquired debt	39.8	31.2	25.8	12.7	0.6	45.0
Other	21.5	13.5	8.6	11.1	10.9	0.3
Total	$205.7	$257.7	$145.2	$65.1	$14.5	$219.4

Deferred fuel costs

The domestic utility companies are allowed to recover certain fuel and purchased power costs through fuel mechanisms included in electric rates that are recorded as fuel cost recovery revenues. The difference between revenues collected and the current fuel and purchased power costs is recorded as "Deferred fuel costs" on the domestic utility companies' financial statements. The table below shows the amount of deferred fuel costs as of December 31, 2003 and 2002 that has been or will be recovered or (refunded) through the fuel mechanisms of the domestic utility companies.

	2003	2002
	(In Millions)
Entergy Arkansas	$10.6	$(42.6)
Entergy Gulf States	$118.4	$100.6
Entergy Louisiana	$30.6	$(25.6)
Entergy Mississippi	$89.1	$38.2
Entergy New Orleans	$(2.7)	$(14.9)

Entergy Arkansas

Entergy Arkansas' rate schedules include an energy cost recovery rider to recover fuel and purchased energy costs in monthly bills. The rider utilizes prior calendar year energy costs and projected energy sales for the twelve-month period commencing on April 1 of each year to develop an annual energy cost rate. The energy cost rate includes a true-up adjustment reflecting the over-recovery or under-recovery, including carrying charges, of the energy cost for the prior calendar year.

In March 2003, Entergy Arkansas filed with the APSC its energy cost recovery rider for the period April 2003 through March 2004. The energy cost rate filed was approximately the same as the interim energy cost rate that was in effect since October 2002. The current energy cost rate is designed to eliminate the over-recovery during the annual rider period.

Entergy Gulf States

In the Texas jurisdiction, Entergy Gulf States' rate schedules include a fixed fuel factor to recover fuel and purchased power costs, including carrying charges, not recovered in base rates. Under current methodology, semi-annual revisions of the fixed fuel factor may be made in March and September based on the market price of natural gas. Entergy Gulf States will likely continue to use this methodology until the start of retail open access. The amounts collected under Entergy Gulf States' fixed fuel factor and any interim surcharge implemented until the date retail open access commences are subject to fuel reconciliation proceedings before the PUCT. In the Texas jurisdiction, Entergy Gulf States' deferred electric fuel costs are $116.6 million as of December 31, 2003, which includes the following:

Interim surcharge	$ 87.0 million
Items to be addressed as part of unbundling	$ 29.0 million
Imputed capacity charges	$ 9.3 million
Other (includes over-recovery for the period 9/03 - 12/03)	$ (8.7) million

The PUCT has ordered that the imputed capacity charges be excluded from fuel rates and therefore recovered through base rates. It is uncertain, however, as to when and if Entergy Gulf States will initiate a base rate proceeding before the PUCT. The current PUCT-approved settlement agreement delaying retail open access in Texas requires a rate freeze during the delay period. If Entergy Gulf States goes to retail open access without a Texas base rate proceeding, it is possible that Entergy Gulf States will not be allowed to recover imputed capacity charges in Texas retail rates in the future.

In January 2001, Entergy Gulf States filed a fuel reconciliation case covering the period from March 1999 through August 2000. Entergy Gulf States was reconciling approximately $583 million of fuel and purchased power costs. As part of this filing, Entergy Gulf States requested authority to collect $28 million, plus interest, of under-recovered fuel and purchased power costs. The PUCT decided in August 2002 to reduce Entergy Gulf States' request to approximately $6.3 million, including interest through July 31, 2002. Approximately $4.7 million of the total reduction to the requested surcharge relates to nuclear fuel costs that the PUCT deferred ruling on at this time. In October 2002, Entergy Gulf States appealed the PUCT's final order in Texas District Court. In its appeal, Entergy Gulf States is challenging the PUCT's disallowance of approximately $4.2 million related to imputed capacity costs and its disallowance related to costs for energy delivered from the 30% non-regulated sha re of River Bend. The case was argued before the Travis County Texas District Court in August 2003 and the Travis County District Court judge affirmed the PUCT's order. In October 2003, Entergy Gulf States appealed this decision to the Court of Appeals.

In September 2003, Entergy Gulf States filed an application with the PUCT to implement an $87.3 million interim fuel surcharge, including interest, to collect under-recovered fuel and purchased power expenses incurred from September 2002 through August 2003. Hearings were held in October 2003 and the PUCT issued an order in December 2003 allowing for the recovery of $87 million. The surcharge will be collected over a twelve-month period that began in January 2004.

In March 2004, Entergy Gulf States filed with the PUCT a fuel reconciliation case covering the period September 2000 through August 2003. Entergy Gulf States is reconciling $1.43 billion of fuel and purchased power costs on a Texas retail basis. The reconciliation includes $8.6 million of under-recovered costs that Entergy Gulf States is asking to roll into its fuel over/under-recovery balance to be addressed in the next appropriate fuel proceeding. Hearings are expected to occur in the third quarter 2004 with a final PUCT decision expected in early 2005.

Entergy Gulf States (Louisiana) and Entergy Louisiana

The Louisiana jurisdiction of Entergy Gulf States and Entergy Louisiana recover electric fuel and purchased power costs for the upcoming month based upon the level of such costs from the prior month. The Louisiana jurisdiction of Entergy Gulf States' gas rate schedules include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations.

In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. In September 2003, the LPSC staff issued its audit report and recommended a disallowance with regard to one item. The issue relates to the alleged failure to uprate Waterford 3 in a timely manner. The LPSC staff has quantified the possible disallowance as between $7.6 and $14 million. Entergy Louisiana notified the LPSC that it will contest the recommendation. A procedural schedule has been adopted and hearings, which also will address issues relating to the reasonableness of transmission planning and purchases of power from affiliates, the potential value of which issues cannot yet be quantified, are scheduled to begin in September 2004, but the LPSC staff has requested a delay until April 2005.

In January 2003, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Gulf States and its affiliates pursuant to a November 1997 LPSC general order. The audit will include a review of the reasonableness of charges flowed by Entergy Gulf States through its fuel adjustment clause in Louisiana for the period January 1, 1995 through December 1, 2002. Discovery is underway, but a detailed procedural schedule extending beyond the discovery stage has not yet been established and the LPSC staff has not yet issued its audit report.

Entergy Mississippi

Entergy Mississippi's rate schedules include an energy cost recovery rider which is adjusted quarterly to reflect accumulated over- or under-recoveries from the second prior quarter. In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Under the MPSC's order, Entergy Mississippi has deferred until 2004 the collection of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003, respectively. The deferred amount of $77.6 million plus carrying charges will be collected through the energy cost recovery rider over a twelve-month period beginning January 2004.

Entergy New Orleans

Effective June 2003, Entergy New Orleans electric rate schedules include a fuel adjustment tariff designed to reflect no more than targeted fuel and purchased power costs adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations, including carrying charges. Entergy New Orleans' gas rate schedules include estimates for the billing month adjusted by a surcharge or credit for deferred fuel expense arising from monthly reconciliations, including carrying charges.

Retail Rate Proceedings

Filings with the APSC (Entergy Arkansas)

Retail Rates

No significant retail rate proceedings are pending in Arkansas at this time.

Filings with the PUCT and Texas Cities (Entergy Gulf States)

Retail Rates

Entergy Gulf States is operating in Texas under the terms of a June 1999 settlement agreement approved by the PUCT. The settlement provided for a base rate freeze that has remained in effect during the delay in implementation of retail open access in Entergy Gulf States' Texas service territory.

Recovery of River Bend Costs

In March 1998, the PUCT disallowed recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988. Entergy Gulf States appealed the PUCT's decision on this matter to the Travis County District Court in Texas. A 1999 settlement agreement limits potential recovery of the remaining plant asset to $115 million as of January 1, 2002, less depreciation after that date. Entergy Gulf States accordingly reduced the value of the plant asset in 1999. Entergy Gulf States has also agreed that it will not seek recovery of the abeyed plant costs through any additional charge to Texas ratepayers. In an interim order approving this agreement, however, the PUCT recognized that any additional River Bend investment found prudent, subject to the $115 million cap, could be used as an offset against stranded benefits, should legislation be passed requiring Entergy Gulf States to return stranded benefits to retail customers.

In April 2002, the Travis County District Court issued an order affirming the PUCT's order on remand disallowing recovery of the abeyed plant costs. Entergy Gulf States appealed this ruling to the Third District Court of Appeals. The Court of Appeals heard oral argument in November 2002. In July 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court. After considering the progress of the proceeding in light of the decision of the Court of Appeals, management has concluded that it is prudent to accrue for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs was $107.7 million as of June 30, 2003, and after this accrual Entergy Gulf States provided for all potential loss related to current or past contested costs of construction of the River Bend plant. Accrual of the loss was re corded in the second quarter 2003 and reduced net income by $65.6 million. In January 2004, the Texas Supreme Court asked for full briefing on the merits of the case in response to Entergy Gulf States' petition for review.

Filings with the LPSC

Annual Earnings Reviews (Entergy Gulf States)

In December 2002, the LPSC approved a settlement between Entergy Gulf States and the LPSC staff pursuant to which Entergy Gulf States agreed to make a base rate refund of $16.3 million, including interest, and to implement a $22.1 million prospective base rate reduction effective January 2003. The settlement discharged any potential liability for claims that relate to Entergy Gulf States' fourth, fifth, sixth, seventh, and eighth post-merger earnings reviews. Entergy Gulf States made the refund in February 2003. In addition to resolving and discharging all liability associated with the fourth through eighth earnings reviews, the settlement provides that Entergy Gulf States shall be authorized to continue to reflect in rates a ROE of 11.1% until a different ROE is authorized by a final resolution disposing of all issues in the proceeding that was commenced with Entergy Gulf States' May 2002 filing.

In May 2002, Entergy Gulf States filed its ninth and last required post-merger analysis with the LPSC. The filing includes an earnings review filing for the 2001 test year that resulted in a rate decrease of $11.5 million, which was implemented effective June 2002. In April 2003, the LPSC staff filed testimony in which it recommended that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million, before taking into account the $11.5 million rate reduction that Entergy Gulf States implemented effective June 2002. In July 2003, Entergy Gulf States filed testimony rebutting the LPSC staff's testimony and supporting the filing. During discovery, the LPSC staff requested that Entergy Gulf States provide updated cost of service data to reflect changes in costs, revenues, and rate base through December 31, 2002. In September 2003, Entergy Gulf States supplied the updated data. In December 2003, the LPSC staff filed testimony modifying its previous recommendation. In the LPSC staff's December 2003 testimony, the staff recommended a rate refund of $30.6 million and a prospective rate reduction of approximately $50 million. Hearings are scheduled to begin in April 2004.

Retail Rates (Entergy Louisiana)

In January 2004, Entergy Louisiana made a rate filing with the LPSC requesting a base rate increase of approximately $167 million. In that filing, Entergy Louisiana noted that approximately $73 million of the base rate increase was attributable to the acquisition of a generating station and certain power purchase agreements that, based on current natural gas prices, would produce fuel and purchased power savings for customers that substantially mitigate the impact of the requested base rate increase. The filing also requested an allowed ROE of 11.4%. Entergy Louisiana's previously authorized ROE midpoint currently in effect is 10.5%. Hearings are currently set for September 2004.

Filings with the MPSC (Entergy Mississippi)

Formula Rate Plan Filings

In December 2002, the MPSC issued a final order approving a joint stipulation entered into by Entergy Mississippi and the Mississippi Public Utilities Staff in October 2002. The final order results in a $48.2 million rate increase, or about a 5.3% increase in overall retail revenues, which is based on an ROE of 11.75%. The rate increase began in January 2003. The order endorsed a new power management rider schedule designed to more efficiently collect capacity portions of purchased power costs. Also, the order provides for improvements in the return on equity formula and more robust performance measures forEntergy Mississippi's formula rate plan. Under the provisions of Entergy Mississippi's formula rate plan, a bandwidth is placed around the benchmark ROE, and if Entergy Mississippi earns outside of the bandwidth (as well as outside of a range-of-no-change at each edge of the bandwidth), then Entergy Mississippi's rates wi ll be adjusted, though on a prospective basis only. Under the provisions of the order, Entergy Mississippiwill make its next formula rate plan filing during March 2004. The "benchmark ROE" set out in Entergy Mississippi's March 2004 annual formula rate plan filing likely will differ from the last approved ROE. Under Mississippi law and Entergy Mississippi's formula rate plan, however, if Entergy Mississippi's earned ROE is above the top of the range-of-no-change at the top of the formula rate plan bandwidth, then Entergy Mississippi's "Allowed ROE" for the next twelve-month period is the point halfway between such earned ROE and the top of the bandwidth; and Entergy Mississippi's retail rates are set at that halfway-point ROE level. In the situation where Entergy Mississippi's earned ROE is not above the top of the range-of-no-change at the top of the bandwidth, then Entergy Mississippi's "Allowed ROE" for the next twelve-month period is the top of t he range-of-no-change at the top of the bandwidth.

Grand Gulf Accelerated Recovery Tariff (GGART)

In September 1998, FERC approved the GGART for Entergy Mississippi's allocable portion of Grand Gulf, which was filed with FERC in August 1998. The GGART provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power over the period October 1, 1998 through June 30, 2004. In May 2003, the MPSC authorized the cessation of the GGART effective July 1, 2003. Entergy Mississippi filed notice of the change with FERC and the FERC approved the filing on July 30, 2003. Entergy Mississippi accelerated a total of $168.4 million of Grand Gulf purchased power obligation under the GGART over the period October 1, 1998 through June 30, 2003.

Filings with the City Council (Entergy New Orleans)

Rate Proceedings

In May 2002, Entergy New Orleans filed a cost of service study and revenue requirement filing with the City Council for the 2001 test year. The filing indicated that a revenue deficiency existed and that a $28.9 million electric rate increase and a $15.3 million gas rate increase were appropriate. Additionally, Entergy New Orleans proposed a $6 million public benefit fund. In March 2003, Entergy New Orleans and the Advisors to the City Council presented to the City Council an agreement in principle and the City Council approved that agreement in May 2003 allowing for a total increase of $30.2 million in electric and gas base rates effective June 1, 2003. Certain intervenors have appealed the City Council's approval to Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

Fuel Adjustment Clause Litigation

In April 1999, a group of ratepayers filed a complaint against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers. The plaintiffs seek treble damages for alleged injuries arising from the defendants' alleged violations of Louisiana's antitrust laws in connection with certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council. In particular, plaintiffs allege that Entergy New Orleans improperly included certain costs in the calculation of fuel charges and that Entergy New Orleans imprudently purchased high-cost fuel from other Entergy affiliates. Plaintiffs allege that Entergy New Orleans and the other defendant Entergy companies conspired to make these purchases to the detriment of Entergy New Orleans' ratepayers and to the benefit of Entergy's shareholders, in violation of Louisiana's antitrust laws. Plaintiffs also seek to recover interest and attorneys' fees. Entergy filed exceptions to the plaintiffs' allegations, asserting, among other things, that jurisdiction over these issues rests with the City Council and FERC. If necessary, at the appropriate time, Entergy will also raise its defenses to the antitrust claims. The suit in state court has been stayed by stipulation of the parties pending a decision by the City Council in the proceeding discussed in the next paragraph.

Plaintiffs also filed this complaint with the City Council in order to initiate a review by the City Council of the plaintiffs' allegations and to force restitution to ratepayers of all costs they allege were improperly and imprudently included in the fuel adjustment filings. Testimony was filed on behalf of the plaintiffs in this proceeding asserting, among other things, that Entergy New Orleans and other defendants have engaged in fuel procurement and power purchasing practices and included costs in Entergy New Orleans' fuel adjustment that could have resulted in New Orleans customers being overcharged by more than $100 million over a period of years. Hearings were held in February and March 2002. In February 2004, the City Council approved a resolution that results in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. The resolution concludes, among other things, that the record does not support an allegation that Entergy New Orleans' actions or inactions, either alone or in concert with Entergy or any of its affiliates, constituted a misrepresentation or a suppression of the truth made in order to obtain an unjust advantage of Entergy New Orleans, or to cause loss, inconvenience or harm to its ratepayers. Management believes that it has adequately provided for the liability associated with this proceeding as of December 31, 2003. The plaintiffs have appealed the City Council resolution to the state court in Orleans Parish.

Purchased Power for Summer 2001, 2002 and 2003 (Entergy Gulf States and Entergy Louisiana)

In March 2001, Entergy Louisiana and Entergy Gulf States filed applications for authorization to participate in contracts that would be executed by the Entergy System to meet the summer peak load requirements for the summer of 2001. In May 2001, the LPSC determined that 24% of Entergy Louisiana's and Entergy Gulf States' costs relating to summer 2001 purchases should be categorized as capacity charges. Subsequently, the LPSC raised certain prudence issues related to the 2001 purchases. The administrative law judge (ALJ) presiding over the case recently issued a Preliminary Recommendation regarding prudence issues primarily associated with the power uprates at the Waterford 3 and Grand Gulf nuclear units. In the event that such decision becomes final, additional calculations would be required to determine the potential refund obligation for the periods 2001, 2002 and 2003. The ALJ also concluded that Entergy should be permitted the opportunity to recover the expenses of the uprates th rough appropriate rate proceedings.

In March 2002 and 2003, Entergy Louisiana and Entergy Gulf States filed an application with the LPSC for the approval of capacity and energy purchases for the summers of 2002 and 2003, respectively, similar to the applications filed for the summers of 2000 and 2001. The LPSC ordered that 14% of Entergy Louisiana's and Entergy Gulf States' costs relating to summer 2002 purchases be categorized as capacity charges, and that 11% of Entergy Louisiana's and Entergy Gulf States' costs relating to summer 2003 power purchases the price of which was stated on the basis of $/MWh be categorized as capacity charges. The LPSC did not allow the capacity charges to be set up as a regulatory asset, but authorized Entergy Louisiana and Entergy Gulf States to include these costs in any base rate case for their respective test years. Prudence issues relating to summer 2002 and 2003 purchases were resolved in subsequent settlements approved by the LPSC. In the event that the LPSC adopts the ALJ's recommendation relating to potential uprates at nuclear facilities in the summer 2001 case, and such decision becomes final following an appeal or the expiration of appeal delays, these settlements reserve the LPSC's right to propose in a future case disallowances relating to the effect that such uprates would have had on the summer 2002 and summer 2003 firm energy contracts, while Entergy Gulf States and Entergy Louisiana reserve their right to oppose any such proposal.

No refunds were ordered in the summer 2002 settlement, although with respect to the capacity costs to be incurred pursuant to a particular purchased power contract, Entergy Louisiana agreed in the settlement to forgo recovery of approximately $0.8 million in 2002, $1.3 million in 2003, and $1.0 million in 2004, and Entergy Gulf States agreed to forgo recovery of approximately $0.5 million in 2002, $0.9 million in 2003, and $0.7 million in 2004. All other purchases for the summers of 2002 and 2003 were found to be prudent. Issues relating to the reasonableness of the long-term planning process were moved from the summer 2002 case into a separate sub-docket. In the summer 2003 settlement, the LPSC also reserved its right to investigate any alleged imprudence regarding the System's decision to spin off the ISES and Ritchie generating units to an unregulated affiliate, Entergy Power, Inc.

System Energy's 1995 Rate Proceeding (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

System Energy applied to FERC in May 1995 for a rate increase, and implemented the increase in December 1995. The request sought changes to System Energy's rate schedule, including increases in the revenue requirement associated with decommissioning costs, the depreciation rate, and the rate of return on common equity. The request proposed a 13% return on common equity. In July 2000, FERC approved a rate of return of 10.58% for the period December 1995 to the date of FERC's decision, and prospectively adjusted the rate of return to 10.94% from the date of FERC's decision. FERC's decision also changed other aspects of System Energy's proposed rate schedule, including the depreciation rate and decommissioning costs and their methodology. FERC accepted System Energy's compliance tariff in November 2001. System Energy made refunds to the domestic utility companies in December 2001.

In accordance with regulatory accounting principles, during the pendency of the case, System Energy recorded reserves for potential refunds against its revenues. Upon the order becoming final, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy recorded entries to spread the impacts of FERC's order to the various revenue, expense, asset, and liability accounts affected, as if the order had been in place since commencement of the case in 1995. System Energy also recorded an additional reserve amount against its revenue, to adjust its estimate of the impact of the order, and recorded additional interest expense on that reserve. System Energy also recorded reductions in its depreciation and its decommissioning expenses to reflect the lower levels in FERC's order, and reduced tax expense affected by the order.

FERC Settlement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

In November 1994, FERC approved an agreement settling a long-standing dispute involving income tax allocation procedures of System Energy. In accordance with the agreement, System Energy has been refunding a total of approximately $62 million, plus interest, to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans through June 2004. System Energy also reclassified from utility plant to other deferred debits approximately $81 million of other Grand Gulf 1 costs. Although such costs are excluded from rate base, System Energy is amortizing and recovering these costs over a 10-year period. Interest on the $62 million refund and the loss of the return on the $81 million of other Grand Gulf 1 costs is reducing Entergy's and System Energy's net income by approximately $10 million annually.

NOTE 3. INCOME TAXES

Income tax expenses for 2003, 2002, and 2001 consist of the following:

	Entergy	Entergy	Entergy	Entergy		Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi		New Orleans	Energy
	(In Thousands)
Current:
Federal (a)	$40,632	($11,535)	($745,724)	($2,969)	($7,655)		$95,670
State (a)	16,306	(1,503)	(16,243)	2,565	(1,871)		15,382
Total (a)	56,938	(13,038)	(761,967)	(404)	(9,526)		111,052
Deferred -- net	53,309	36,652	864,656	36,240	15,853		(31,731)
Investment tax credit
adjustments -- net	(4,951)	(12,078)	(5,281)	(1,405)	(452)		(3,476)
Recorded income tax expense	$105,296	$11,536	$97,408	$34,431	$5,875		$75,845

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Current:
Federal (a)	$13,206	$66,227	$43,048	$21,817	($7,103)	$99,429
State (a)	3,243	11,345	1,867	3,969	(47)	14,994
Total (a)	16,449	77,572	44,915	25,786	(7,150)	114,423
Deferred -- net	59,963	(4,210)	45,253	(6,529)	7,196	(34,770)
Investment tax credit
adjustments -- net	(5,008)	(7,365)	(5,403)	(1,411)	(468)	(3,476)
Recorded income tax expense	$71,404	$65,997	$84,765	$17,846	($422)	$76,177

	Entergy	Entergy	Entergy		Entergy	Entergy	System
2001	Arkansas	Gulf States	Louisiana		Mississippi	New Orleans	Energy
	(In Thousands)
Current:
Federal (a)	$83,314	$60,333	$97,265	$77,074		$16,844	($56,166)
State (a)	16,230	17,385	16,404	11,523		2,958	(6,837)
Total (a)	99,544	77,718	113,669	88,597		19,802	(63,003)
Deferred -- net	11,414	11,554	(21,931)	(66,633)		(23,691)	110,240
Investment tax credit
adjustments -- net	(5,025)	(7,234)	(5,451)	(1,500)		(507)	(3,476)
Recorded income tax expense	$105,933	$82,038	$86,287	$20,464		($4,396)	$43,761

(a) Entergy Louisiana's actual cash taxes paid/(refunded) were $35,128 in 2003, ($781,540) in 2002, and $111,507 in 2001. Entergy Louisiana's mark-to-market tax accounting election significantly reduced taxes paid in 2002. In 2001, Entergy Louisiana changed its method of accounting for tax purposes related to the contract to purchase power from the Vidalia project (the contract is discussed in Note 9 to the domestic utility companies and System Energy financial statements). The new tax accounting method has provided a cumulative cash flow benefit of approximately $805 million through 2003, which is expected to reverse in the years 2005 through 2031. The election did not reduce book income tax expense. The timing of the reversal of this benefit depends on several variables, including the price of power. Approximately half of the consolidated cash flow benefit of the election occurred in 2001 and the remainder occurred in 2002. In accordance with Entergy's i ntercompany tax allocation agreement, the cash flow benefit for Entergy Louisiana occurred in the fourth quarter of 2002.

Total income taxes differ from the amounts computed by applying the statutory income tax rate to income before taxes. The reasons for the differences for the years 2003, 2002, and 2001 are:

Significant components of net deferred and long-term accrued tax liabilities as of December 31, 2003 and 2002 are as follows:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Deferred and Long-term Accrued Tax Liabilities:
Net regulatory assets/(liabilities)	($157,147)	($478,254)	($195,074)	($34,738)	$38,834	($246,519)
Plant-related basis differences,net	(798,641)	(1,095,206)	(806,955)	(284,550)	(74,041)	(332,197)
Power Purchase Agreements	-	-	(945,495)	-	-	-
Deferred Fuel	(4,154)	(45,762)	-	(40,091)	(1,109)	-
Long term taxes accrued	(26,611)	(55,155)	-	(52,646)	(17,491)	(57,239)
Other	(85,528)	(26,012)	(67,272)	(21,806)	(1,728)	(11,497)
Total	(1,072,081)	(1,700,389)	(2,014,796)	(433,831)	(55,535)	(647,452)
Deferred Tax Assets:
Accumulated deferred investment
tax credit	28,836	36,192	38,962	5,773	1,709	30,251
Sale and leaseback	-	-	83,539	-	-	139,595
NOL Carryforward	-	-	104,489	-	-	-
Unbilled/Deferred revenues	-	11,959	-	7,357	-	-
Pension-related items	5,453	11,474	12,562	-	9,324	7,354
Reserve for regulatory adjustments	-	138,933	-	-	-	-
Rate refund	2,351	23,184	789	379	3,977	170,222
Customer Deposits	37,778	35,840	16,804	18,085	84	-
Nuclear Decommissioning	13,171	-	2,833	-	-	-
Other	6,399	26,147	26,096	9,722	1,415	8,124
Total	93,988	283,729	286,074	41,316	16,509	355,546
Net deferred tax liability	($978,093)	($1,416,660)	($1,728,722)	($392,515)	($39,026)	($291,906)

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Deferred and Long-term Accrued Tax Liabilities:
Net regulatory assets/(liabilities)	($142,438)	($493,358)	($198,637)	($24,560)	$29,435	($255,729)
Plant-related basis differences, net	(649,312)	(962,100)	(683,590)	(251,026)	(65,357)	(352,611)
Power purchase agreements	-	-	(866,976)	-	-	-
Deferred fuel	-	(40,267)	(4,556)	(22,023)	(1,255)	-
Other	(89,851)	(43,537)	(107,098)	(19,090)	(5,398)	(20,285)
Total	(881,601)	(1,539,262)	(1,860,857)	(316,699)	(42,575)	(628,625)
Deferred Tax Assets:
Accumulated deferred investment
tax credit	30,690	40,471	40,995	6,310	1,883	31,581
Sale and leaseback	-	-	96,684	-	-	135,544
Unbilled/Deferred revenues	3,360	11,959	-	6,307	-	-
Pension-related items	-	5,339	6,282	-	7,803	4,085
Rate refund	-	18,084	66	-	4,502	-
Reserve for regulatory adjustments	-	103,843	-	-	-	-
Customer deposits	11,623	22,029	10,076	14,324	113	-
Nuclear decommissioning	12,070	1,073	2,833	-	-	5,622
Other	7,090	28,117	12,751	4,771	7,259	6,931
Total	64,833	230,915	169,687	31,712	21,560	183,763
Net deferred tax liability	($816,768)	($1,308,347)	($1,691,170)	($284,987)	($21,015)	($444,862)

At December 31, 2003, Entergy Louisiana had a state net operating loss carryforward of $1.7 billion, primarily resulting from its mark-to-market tax election. If the state net operating loss is not utilized against income from Entergy Louisiana, it will expire in 2016.

NOTE 4. LINES OF CREDIT AND RELATED SHORT-TERM BORROWINGS (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

The short-term borrowings of the domestic utility companies and System Energy are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2004. Also, under the SEC order authorizing the short-term borrowing limits, the domestic utility companies and System Energy cannot incur new short-term indebtedness if the issuer's common equity would comprise less than 30% of its capital. In addition to borrowing from commercial banks, the domestic utility companies and System Energy are authorized to borrow from the Entergy System Money Pool (money pool). The money pool is an inter-company borrowing arrangement designed to reduce the domestic utility companies' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. The following are the outstanding short-term borrowings from the money pool and the SEC-auth orized limits for short-term borrowings for the domestic utility companies and System Energy as of December 31, 2003:

	Authorized	Borrowings
	(In Millions)
Entergy Arkansas	$235	$69.2
Entergy Gulf States	$340	-
Entergy Louisiana	$225	$41.3
Entergy Mississippi	$160	-
Entergy New Orleans	$100	-
System Energy	$140	-

Because of restrictions contained in its articles of incorporation, Entergy New Orleans could only incur approximately $38 million of new unsecured debt as of December 31, 2003.

Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each have 364-day credit facilities available as follows:

Company	Expiration Date	Amount of Facility	Amount Drawn as of Dec. 31, 2003
Entergy Arkansas	April 2004	$63 million	-
Entergy Louisiana	May 2004	$15 million	-
Entergy Mississippi	May 2004	$25 million	-

The facilities have variable interest rates and the average commitment fee is 0.14%.

NOTE 5. LONG - TERM DEBT (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Long-term debt as of December 31, 2003 and 2002 consisted of:

				2003	2002
				(In Thousands)
Entergy Arkansas
	Mortgage Bonds:
			7.72% Series due March 2003	$-	$100,000
			6.0% Series due October 2003	-	155,000
			6.125% Series due July 2005	100,000	100,000
			6.65% Series due August 2005	-	115,000
			7.5% Series due August 2007	-	100,000
			5.4% Series due May 2018	150,000	-
			5.0% Series due July 2018	115,000	-
			7.0% Series due October 2023	175,000	175,000
			6.7% Series due April 2032	100,000	100,000
			6.0% Series due November 2032	100,000	100,000
			5.9% Series due June 2033	100,000	-
			Total mortgage bonds	840,000	945,000
	Governmental Bonds (a):
			6.3% Series due 2016, Pope County	19,500	19,500
			5.6% Series due 2017, Jefferson County	45,500	45,500
			6.3% Series due 2018, Jefferson County	9,200	9,200
			6.3% Series due 2020, Pope County	120,000	120,000
			6.25% Series due 2021, Independence County	45,000	45,000
			5.05% Series due 2028, Pope County (b)	47,000	47,000
			Total governmental bonds	286,200	286,200
	Other Long-Term Debt:
		Long-term DOE Obligation (c)		154,409	152,804
		8.5% Junior Subordinated Deferrable Interest Debentures		61,856	61,856
		Unamortized Premium and Discount - Net		(4,708)	(4,625)
		Other		621	621
	Total Long-Term Debt			1,338,378	1,441,856
	Less Amount Due Within One Year			-	255,000
	Long-Term Debt Excluding Amount Due Within One Year			$1,338,378	$1,186,856
	Fair Value of Long-Term Debt (d)			$1,234,657	$1,326,961

				2003	2002
				(In Thousands)
Entergy Gulf States
	Mortgage Bonds:
			6.75% Series due March 2003	$-	33,000
			Libor + 1.2% Series due June 2003	-	260,000
			8.25% Series due April 2004	292,000	292,000
			Libor + 1.3% Series due September 2004	-	300,000
			6.77% Series due August 2005	98,000	98,000
			Libor + 0.9% Series due June 2007	275,000	-
			5.2% Series due December 2007	200,000	200,000
			3.6% Series due June 2008	325,000	-
			6.0% Series due December 2012	140,000	140,000
			5.25% Series due August 2015	200,000	-
			8.94% Series due January 2022	-	150,000
			8.7% Series due April 2024	-	294,950
			6.2% Series due July 2033	240,000	-
			Total mortgage bonds	1,770,000	1,767,950
	Governmental Bonds (a):
			5.45% Series due 2010, Calcasieu Parish	22,095	22,095
			6.75% Series due 2012, Calcasieu Parish	48,285	48,285
			6.7% Series due 2013, Pointe Coupee Parish	17,450	17,450
			5.7% Series due 2014, Iberville Parish	21,600	21,600
			7.7% Series due 2014, West Feliciana Parish	94,000	94,000
			5.8% Series due 2015, West Feliciana Parish	28,400	28,400
			7.0% Series due 2015, West Feliciana Parish	39,000	39,000
			7.5% Series due 2015, West Feliciana Parish	41,600	41,600
			9.0% Series due 2015, West Feliciana Parish	45,000	45,000
			5.8% Series due 2016, West Feliciana Parish	20,000	20,000
			5.65% Series due 2028, West Feliciana Parish (e)	62,000	62,000
			6.6% Series due 2028, West Feliciana Parish	40,000	40,000
			Total governmental bonds	479,430	479,430
	Other Long-Term Debt:
		8.75% Junior Subordinated Deferrable Interest Debentures		87,629	87,629
		Unamortized Premium and Discount - Net		(2,596)	(4,463)
		Other		9,150	9,371
	Total Long-Term Debt			2,343,613	2,339,917
	Less Amount Due Within One Year			354,000	293,000
	Long-Term Debt Excluding Amount Due Within One Year			$1,989,613	$2,046,917
	Fair Value of Long-Term Debt (d)			$2,429,847	$2,407,427

				2003	2002
				(In Thousands)
Entergy Louisiana
	Mortgage Bonds:
			8.5% Series due June 2003	$-	$150,000
			6.5% Series due March 2008	115,000	115,000
			7.6% Series due April 2032	150,000	150,000
			Total mortgage bonds	265,000	415,000
	Governmental Bonds (a):
			7.5% Series due 2021, St. Charles Parish	50,000	50,000
			7.0% Series due 2022, St. Charles Parish	24,000	24,000
			7.05% Series due 2022, St. Charles Parish	20,000	20,000
			5.95% Series due 2023, St. Charles Parish	25,000	25,000
			6.2% Series due 2023, St. Charles Parish	33,000	33,000
			6.875% Series due 2024, St. Charles Parish	20,400	20,400
			6.375% Series due 2025, St. Charles Parish	16,770	16,770
			5.35% Series due 2029, St. Charles Parish (f)	-	110,950
			Auction Rate due 2030, St. Charles Parish	60,000	60,000
			4.9% Series due 2030, St. Charles Parish (g) (h)	55,000	55,000
			Total governmental bonds	304,170	415,120
	Other Long-Term Debt:
		Waterford 3 Lease Obligation 7.45% (Note 10)		262,534	297,950
		9.0% Junior Subordinated Deferrable Interest Debentures		72,165	72,165
		Unamortized Premium and Discount - Net		(1,373)	(1,516)
	Total Long-Term Debt			902,496	1,198,719
	Less Amount Due Within One Year			14,809	296,366
	Long-Term Debt Excluding Amount Due Within One Year			$887,687	$902,353
	Fair Value of Long-Term Debt (d)			$668,700	$917,404

				2003	2002
				(In Thousands)
Entergy Mississippi
	Mortgage Bonds:
			6.25% Series due February 2003	$-	70,000
			7.75% Series due February 2003	-	120,000
			6.625% Series due November 2003	-	65,000
			6.2% Series due May 2004	75,000	75,000
			Libor + 0.65% Series due May 2004	-	50,000
			8.25% Series due July 2004	-	25,000
			6.45% Series due April 2008	80,000	80,000
			4.35% Series due April 2008	100,000	-
			5.15% Series due February 2013	100,000	-
			4.95% Series due June 2018	95,000	-
			7.7% Series due July 2023	60,000	60,000
			6.0% Series due November 2032	75,000	75,000
			7.25% Series due December 2032	100,000	100,000
			Total mortgage bonds	685,000	720,000
	Governmental Bonds (a):
			7.0% Series due 2022, Warren County	8,095	8,095
			7.0% Series due 2022, Washington County	7,935	7,935
			Auction Rate due 2022, Independence City	30,000	30,000
			Total governmental bonds	46,030	46,030
	Other Long-Term Debt:
		Unamortized Premium and Discount - Net		(1,074)	(926)
	Total Long-Term Debt			729,956	765,104
	Less Amount Due Within One Year			75,000	255,000
	Long-Term Debt Excluding Amount Due Within One Year			$654,956	$510,104
	Fair Value of Long-Term Debt (d)			$771,402	$790,861

				2003	2002
				(In Thousands)
Entergy New Orleans
	Mortgage Bonds:
			6.65% Series due March 2004	$-	30,000
			8.125% Series due July 2005	30,000	30,000
			8.0% Series due March 2006	-	40,000
			7.0% Series due July 2008	-	30,000
			3.875% Series due August 2008	30,000	-
			5.25% Series due August 2013	70,000	-
			6.75% Series due October 2017	25,000	25,000
			8.0% Series due March 2023	45,000	45,000
			7.55% Series due September 2023	30,000	30,000
			Total mortgage bonds	230,000	230,000
	Other Long-Term Debt:
		Unamortized Premium and Discount - Net		(783)	(809)
	Total Long-Term Debt			$229,217	$229,191
	Fair Value of Long-Term Debt (c)			$239,816	$239,311

				2003	2002
				(In Thousands)
System Energy
	Mortgage Bonds:
			4.875% Series due October 2007	$70,000	$70,000
			Total mortgage bonds	70,000	70,000
	Governmental Bonds (a):
			5.875% Series due 2022, Mississippi Business Finance Corp.	216,000	216,000
			5.9% Series due 2022, Mississippi Business Finance Corp.	102,975	102,975
			7.3% Series due 2025, Claiborne County	7,625	7,625
			6.2% Series due 2026, Claiborne County	90,000	90,000
			Total governmental bonds	416,600	416,600
	Other Long-Term Debt:
		Grand Gulf Lease Obligation 7.02% (Note 10)		403,468	414,843
		Unamortized Premium and Discount - Net		(1,319)	(1,403)
	Total Long-Term Debt			888,749	900,040
	Less Amount Due Within One Year			6,348	11,375
	Long-Term Debt Excluding Amount Due Within One Year			$882,401	$888,665
	Fair Value of Long-Term Debt (d)			$489,436	$475,638

(a)	Consists of pollution control revenue bonds and environmental revenue bonds, certain series of which are secured by non-interest bearing first mortgage bonds.
(b)	The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on September 1, 2005 and can then be remarketed.
(c)	Pursuant to the Nuclear Waste Policy Act of 1982, Entergy's nuclear owner/licensee subsidiaries have contracts with the DOE for spent nuclear fuel disposal service. The contracts include a one-time fee for generation prior to April 7, 1983. Entergy Arkansas is the only Entergy company that generated electric power with nuclear fuel prior to that date and includes the one-time fee, plus accrued interest, in long-term debt.
(d)	The fair value excludes lease obligations, long-term DOE obligations, and other long-term debt and includes debt due within one year. It is determined using bid prices reported by dealer markets and by nationally recognized investment banking firms.
(e)	The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on September 1, 2004 and can then be remarketed.
(f)	The bonds had a mandatory tender date of October 1, 2003. Entergy Louisiana purchased the bonds from the holders, pursuant to the mandatory tender provision, and has not remarketed the bonds at this time. A combination of cash on hand and short-term borrowing was used to buy-in the bonds.
(g)	On June 1, 2002, Entergy Louisiana remarketed $55 million St. Charles Parish Pollution Control Revenue Refunding Bonds due 2030, resetting the interest rate to 4.9% through May 2005.
(h)	The bonds are subject to mandatory tender for purchase from the holders at 100% of the principal amount outstanding on June 1, 2005 and can then be remarketed.

The annual long-term debt maturities (excluding lease obligations) for debt outstanding as of December 31, 2003, for the next five years are as follows:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
2004	-	$354,000	-	$75,000	-	-
2005	$147,000	$98,000	$55,000	-	$30,000	-
2006	-	-	-	-	-	-
2007	-	$475,000	-	-	-	$70,000
2008	-	$325,000	$115,000	$180,000	$30,000	-

NOTE 6. COMPANY-OBLIGATED REDEEMABLE PREFERRED SECURITIES (Entergy Arkansas, Entergy Gulf States, and Entergy Louisiana)

Entergy implemented FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" effective December 31, 2003. FIN 46 requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among their investors. Variable interest entities (VIEs), generally, are entities that do not have sufficient equity to permit the entity to finance its operations without additional financial support from its equity interest holders and/or the group of equity interest holders are collectively not able to exercise control over the entity. The primary beneficiary is the party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both as a result of holding the variable interest. A company may have an interest in a VIE through ownership or other contractual rights or obligations.

Entergy Louisiana Capital I, Entergy Arkansas Capital I, and Entergy Gulf States Capital I (Trusts) were established as financing subsidiaries of Entergy Louisiana, Entergy Arkansas, and Entergy Gulf States, respectively, (the parent company or companies, collectively) for the purposes of issuing common and preferred securities. The Trusts issued Cumulative Quarterly Income Preferred Securities (Preferred Securities) to the public and issued common securities to their parent companies. Proceeds from such issues were used to purchase junior subordinated deferrable interest debentures (Debentures) from the parent company. The Debentures held by each Trust are its only assets. Each Trust uses interest payments received on the Debentures owned by it to make cash distributions on the Preferred Securities and common securities. The parent companies fully and unconditionally guaranteed payment of distributions on the Preferred Securities issued by the respective Trusts. Prior to the applica tion of FIN 46, each parent company consolidated its interest in its Trust. Because each parent company's share of expected losses of its Trust is limited to its investment in its Trust, the parent companies are not considered the primary beneficiaries and therefore de-consolidated their interest in the Trusts upon application of FIN 46 with no significant impacts to the financial statements. The parent companies' investment in the Trusts and the Debentures issued by each parent company are included in Other Property and Investments and Long-Term Debt, respectively. The financial statements as of December 31, 2002 have been reclassified to reflect the application of FIN 46 as of that date.

NOTE 7. PREFERRED STOCK (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

The number of shares authorized and outstanding, and dollar value of preferred stock for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans as of December 31, 2003 and 2002 are presented below. Only the two Entergy Gulf States series "with sinking fund" contain mandatory redemption requirements. All other series are redeemable at Entergy's option at the call prices presented. Dividends paid on all of Entergy's preferred stock series are eligible for the dividends received deduction.The dividends received deduction is limited by Internal Revenue Code section 244 for the following preferred stock series: Entergy Arkansas 4.72%, Entergy Gulf States 4.40%, Entergy Louisiana 4.96%, Entergy Mississippi 4.56%, and Entergy New Orleans 4.75%.

					Shares				Call Price Per
					Authorized				Share as of
					and Outstanding				December 31,
					2003	2002	2003	2002	2003
							(Dollars in Thousands)
Entergy Arkansas Preferred Stock
	Without sinking fund:
		Cumulative, $100 par value:
			4.32% Series		70,000	70,000	$7,000	$7,000	$103.65
			4.72% Series		93,500	93,500	9,350	9,350	107.00
			4.56% Series		75,000	75,000	7,500	7,500	102.83
			4.56% 1965 Series		75,000	75,000	7,500	7,500	102.50
			6.08% Series		100,000	100,000	10,000	10,000	102.83
			7.32% Series		100,000	100,000	10,000	10,000	103.17
			7.80% Series		150,000	150,000	15,000	15,000	103.25
			7.40% Series		200,000	200,000	20,000	20,000	102.80
			7.88% Series		150,000	150,000	15,000	15,000	103.00
		Cumulative, $0.01 par value:
			$1.96 Series (a)		600,000	600,000	15,000	15,000	25.00
				Total without sinking fund	1,613,500	1,613,500	$116,350	$116,350

					Shares				Call Price Per
					Authorized				Share as of
					and Outstanding				December 31,
					2003	2002	2003	2002	2003
Entergy Gulf States Preferred Stock							(Dollars in Thousands)
Preferred Stock
	Authorized 6,000,000 shares,
	$100 par value, cumulative
		Without sinking fund:
			4.40% Series		51,173	51,173	$5,117	$5,117	$108.00
			4.50% Series		5,830	5,830	583	583	105.00
			4.40% 1949 Series		1,655	1,655	166	166	103.00
			4.20% Series		9,745	9,745	975	975	102.82
			4.44% Series		14,804	14,804	1,480	1,480	103.75
			5.00% Series		10,993	10,993	1,099	1,099	104.25
			5.08% Series		26,845	26,845	2,685	2,685	104.63
			4.52% Series		10,564	10,564	1,056	1,056	103.57
			6.08% Series		32,829	32,829	3,283	3,283	103.34
			7.56% Series		308,830	308,830	30,883	30,883	101.80
				Total without sinking fund	473,268	473,268	$47,327	$47,327
		With sinking fund:
			Adjustable Rate - A, 7.0% (b)		96,020	108,120	$9,602	$10,812	$100.00
			Adjustable Rate - B, 7.0% (b)		112,499	135,149	11,250	13,515	100.00
				Total with sinking fund	208,519	243,269	$20,852	$24,327
	Fair Value of Preferred Stock
		with sinking fund (c)					$15,354	$20,792

					Shares				Call Price Per
					Authorized				Share as of
					and Outstanding				December 31,
					2003	2002	2003	2002	2003
Entergy Louisiana Preferred Stock							(Dollars in Thousands)
	Without sinking fund:
		Cumulative, $100 par value:
			4.96% Series		60,000	60,000	$6,000	$6,000	$104.25
			4.16% Series		70,000	70,000	7,000	7,000	104.21
			4.44% Series		70,000	70,000	7,000	7,000	104.06
			5.16% Series		75,000	75,000	7,500	7,500	104.18
			5.40% Series		80,000	80,000	8,000	8,000	103.00
			6.44% Series		80,000	80,000	8,000	8,000	102.92
			7.84% Series		100,000	100,000	10,000	10,000	103.78
			7.36% Series		100,000	100,000	10,000	10,000	103.36
		Cumulative, $25 par value:
			8.00% Series		1,480,000	1,480,000	37,000	37,000	25.00
				Total without sinking fund	2,115,000	2,115,000	$100,500	$100,500

					Shares				Call Price Per
					Authorized				Share as of
					and Outstanding				December 31,
					2003	2002	2003	2002	2003
Entergy Mississippi Preferred Stock							(Dollars in Thousands)
	Without sinking fund:
		Cumulative, $100 par value:
			4.36% Series		59,920	59,920	$5,992	$5,992	$103.86
			4.56% Series		43,887	43,887	4,389	4,389	107.00
			4.92% Series		100,000	100,000	10,000	10,000	102.88
			7.44% Series		100,000	100,000	10,000	10,000	102.81
			8.36% Series		200,000	200,000	20,000	20,000	100.00
				Total without sinking fund	503,807	503,807	$50,381	$50,381

					Shares				Call Price Per
					Authorized				Share as of
					and Outstanding				December 31,
					2003	2002	2003	2002	2003
Entergy New Orleans Preferred Stock							(Dollars in Thousands)
	Without sinking fund:
		Cumulative, $100 par value:
			4.75% Series		77,798	77,798	$7,780	$7,780	$105.00
			4.36% Series		60,000	60,000	6,000	6,000	104.57
			5.56% Series		60,000	60,000	6,000	6,000	102.59
				Total without sinking fund	197,798	197,798	$19,780	$19,780

(a)	The total dollar value represents the liquidation value of $25 per share.
(b)	Represents weighted-average annualized rates for 2003.
(c)	Fair values were determined using bid prices reported by dealer markets and by nationally recognized investment banking firms. There is an additional disclosure of fair value of financial instruments in Note 12 to the domestic utility companies and System Energy financial statements.

Changes in the preferred stock of Entergy Gulf States and Entergy Louisiana during the last three years were:

	Number of Shares
	2003	2002	2001
Preferred stock retirements
Entergy Gulf States
$100 par value	(34,500)	(18,579)	(49,237)
Entergy Louisiana
$100 par value	-	-	(350,000)

Entergy Gulf States has annual sinking fund requirements of $3.45 million through 2008 for its preferred stock outstanding. Entergy Gulf States has the annual non-cumulative option to redeem, at par, additional amounts of certain series of its outstanding preferred stock.

NOTE 8. COMMON EQUITY (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

Common Stock

In December 2002, Entergy Louisiana repurchased 18,202,573 shares of its no par value common stock from Entergy Corporation for $120 million.

Dividend Restrictions

Provisions within the Articles of Incorporation or pertinent indentures and various other agreements relating to the long-term debt and preferred stock of the domestic utility companies and System Energy restrict the payment of cash dividends or other distributions on their common and preferred stock. Additionally, PUHCA prohibits Entergy Corporation's subsidiaries from making loans or advances to Entergy Corporation. As of December 31, 2003, Entergy Arkansas and Entergy Mississippi had restricted retained earnings unavailable for distribution to Entergy Corporation of $309.4 million and $41.9 million, respectively.

NOTE 9. COMMITMENTS AND CONTINGENCIES

The domestic utility companies and System Energy are involved in a number of legal, tax, and regulatory proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of their business. While management is unable to predict the outcome of such proceedings, it is not expected that the ultimate resolution of these matters will have a material adverse effect on Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, Entergy Mississippi's, Entergy New Orleans', or System Energy's results of operations, cash flows, or financial condition.

Fuel Supply Agreements

(Entergy Arkansas and Entergy Mississippi)

Entergy Arkansas has a long-term contract for the supply of low-sulfur coal for Independence (which is also 25% owned by Entergy Mississippi). This contract, which expires in 2011, provides for approximately 90% of Independence's expected annual coal requirements. Additional requirements are satisfied by spot market purchases. Entergy Arkansas has entered into three medium-term (one one-year, one two-year, and one three-year) contracts for approximately 52% of White Bluff's coal supply needs. As each contract expires, it is scheduled to be renewed at the same quantity for a three-year term. Entergy Arkansas has an additional 20% of its 2004 coal requirement committed in a number of one- to two-year contracts. Additional coal requirements for both Independence and White Bluff are satisfied by spot market or over the counter purchases. Additionally, Entergy Arkansas has a long-term railroad transportation contract for the delivery of coal to both White Bluff and Independence that expires in 2011.

(Entergy Gulf States)

Effective April 1, 2000, Louisiana Generating LLC assumed ownership of Cajun's interest in the Big Cajun generating facilities, in which Entergy Gulf States owns a 42% interest. The management of Louisiana Generating LLC has advised Entergy Gulf States that it has executed coal supply and transportation contracts that should provide an adequate supply of coal for the operation of Big Cajun 2, Unit 3 for the foreseeable future.

(Entergy Louisiana)

Entergy Louisiana has a long-term natural gas supply contract, which expires in 2012, in which Entergy Louisiana agreed to purchase natural gas in annual amounts equal to approximately one-third of its projected annual fuel requirements for certain generating units. Annual demand charges associated with this contract are estimated to be $7.2 million. Such charges aggregate $65 million for the years 2004 through 2012.

Purchased Power Agreements

(Entergy Louisiana)

Entergy Louisiana has an agreement extending through the year 2031 to purchase energy generated by a hydroelectric facility known as the Vidalia project. Entergy Louisiana made payments under the contract of approximately $112.6 million in 2003, $104.2 million in 2002, and $86.0 million in 2001. If the maximum percentage (94%) of the energy is made available to Entergy Louisiana, current production projections would require estimated payments of approximately $116.5 million in 2004, and a total of $3.6 billion for the years 2005 through 2031. Entergy Louisiana currently recovers the costs of the purchased energy through its fuel adjustment clause. In an LPSC-approved settlement related to tax benefits from the tax treatment of the Vidalia contract, Entergy Louisiana agreed to credit rates by $11 million each year for up to ten years, beginning in October 2002.

System Fuels (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

The domestic utility companies that are owners of System Fuels have made loans to System Fuels to finance its fuel procurement, delivery, and storage activities. The following loans outstanding to System Fuels as of December 31, 2003 mature in 2008:

Owner	Ownership Percentage	Loan Outstanding at December 31, 2003
Entergy Arkansas	35%	$11.0 million
Entergy Louisiana	33%	$14.2 million
Entergy Mississippi	19%	$5.5 million
Entergy New Orleans	13%	$3.3 million

Nuclear Insurance (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Third Party Liability Insurance

The Price-Anderson Act provides insurance for the public in the event of a nuclear power plant accident. The costs of this insurance are borne by the nuclear power industry. Originally passed by Congress in 1957 and most recently amended in 1988, the Price-Anderson Act requires nuclear power plants to show evidence of financial protection in the event of a nuclear accident. This protection must consist of two levels:

1.

The primary level is private insurance underwritten by American Nuclear Insurers and provides liability insurance coverage of $300 million. If this amount is not sufficient to cover claims arising from the accident, the second level, Secondary Financial Protection, applies. An industry-wide aggregate limitation of $300 million exists for domestically-sponsored terrorist acts. There is no limitation for foreign-sponsored terrorist acts.

2.

Within the Secondary Financial Protection level, each nuclear plant must pay a retrospective premium, equal to its proportionate share of the loss in excess of the primary level, up to a maximum of $100.6 million per reactor per incident. This consists of a $95.8 million maximum retrospective premium plus a five percent surcharge that may be applied, if needed, at a rate that is presently set at $10 million per year per nuclear power reactor. There are no domestically- or foreign-sponsored terrorism limitations.

Currently, 105 nuclear reactors are participating in the Secondary Financial Protection program - 103 operating reactors and two closed units that still store used nuclear fuel on site. The product of the maximum retrospective premium assessment to the nuclear power industry and the number of nuclear power reactors provides over $10 billion in insurance coverage to compensate the public in the event of a nuclear power reactor accident.

Entergy Arkansas has two licensed reactors and Entergy Gulf States, Entergy Louisiana, and System Energy each have one licensed reactor (10% of Grand Gulf 1 is owned by a non-affiliated company (SMEPA), which would share on a pro-rata basis in any retrospective premium assessment under the Act).

An additional but temporary contingent liability exists for all nuclear power reactor owners because of a previous Nuclear Worker Tort (long-term bodily injury caused by exposure to nuclear radiation while employed at a nuclear power plant) insurance program that was in place from 1988 to 1998. The maximum premium assessment exposure to each reactor is $3 million and will only be applied if such claims exceed the program's accumulated reserve funds. This contingent premium assessment feature will expire with the Nuclear Worker Tort program's expiration, which is scheduled for 2008.

Property Insurance

Entergy's nuclear owner/licensee subsidiaries are members of certain mutual insurance companies that provide property damage coverage, including decontamination and premature decommissioning expense, to the members' nuclear generating plants. These programs are underwritten by Nuclear Electric Insurance Limited (NEIL). As of December 31, 2003, the domestic utility companies and System Energy were insured against such losses per the following structures:

ANO 1 and 2, Grand Gulf 1, River Bend, and Waterford 3

• Primary Layer (per plant) - $500 million per occurrence
• Excess Layer (per plant) - $100 million per occurrence
• Blanket Layer (shared among all plants) - $1.0 billion per occurrence
• Total limit - $1.6 billion per occurrence
• Deductibles:

• $1.0 million per occurrence - Equipment breakdown/failure
• $2.5 million per occurrence - Other than equipment breakdown/failure

Note: ANO 1 and 2 share in the Primary Layer with one policy in common.

In addition, Waterford 3 and Grand Gulf 1 are also covered under NEIL's Accidental Outage Coverage program. This coverage provides certain fixed indemnities in the event of an unplanned outage that results from a covered NEIL property damage loss, subject to a deductible. The following summarizes this coverage as of December 31, 2003:

• Waterford 3

• $2.95 million weekly indemnity
• $413 million maximum indemnity
• Deductible: 12 week waiting period

• Grand Gulf 1

• $100,000 weekly indemnity
• $14 million maximum indemnity
• Deductible: 26 week waiting period

Under the property damage and accidental outage insurance programs, Entergy nuclear plants could be subject to assessments should losses exceed the accumulated funds available from NEIL. As of December 31, 2003, the maximum amount of such possible assessments per occurrence were $22.0 million for Entergy Arkansas, $18.8 million for Entergy Gulf States, $20.7 million for Entergy Louisiana, $0.06 million for Entergy Mississippi, $0.06 million for Entergy New Orleans, and $17.7 million for System Energy.

Entergy maintains property insurance for its nuclear units in excess of the NRC's minimum requirement of $1.06 billion per site for nuclear power plant licensees. NRC regulations provide that the proceeds of this insurance must be used, first, to render the reactor safe and stable, and second, to complete decontamination operations. Only after proceeds are dedicated for such use and regulatory approval is secured would any remaining proceeds be made available for the benefit of plant owners or their creditors.

In the event that one or more acts of domestically-sponsored terrorism causes property damage under one or more or all nuclear insurance policies issued by NEIL (including, but not limited to, those described above) within 12 months from the date the first property damage occurs, the maximum recovery under all such nuclear insurance policies shall be an aggregate of $3.24 billion plus the additional amounts recovered for such losses from reinsurance, indemnity, and any other sources applicable to such losses. There is no aggregate limit involving one or more acts of foreign-sponsored terrorism.

Nuclear Decommissioning and Other Retirement Costs (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, System Energy)

SFAS 143, "Accounting for Asset Retirement Obligations," which was implemented effective January 1, 2003, requires the recording of liabilities for all legal obligations associated with the retirement of long-lived assets that result from the normal operation of those assets.

These liabilities are recorded at their fair values (which is the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense, to reflect the time value of money for this present value obligation. The amounts added to the carrying amounts of the long-lived assets are depreciated over the useful lives of the assets. The net effect of implementing this standard for the rate-regulated business of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Entergy recorded these regulatory assets because existing rate mechanisms in each jurisdiction are based on the principle that Entergy will recover all ultimate costs of decommissioning from customers. As a result of this treatment, SFAS 143 is expected to be earnings neut ral to the rate-regulated business of the domestic utility companies and System Energy.

Assets and liabilities increased approximately $1.1 billion for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.1 billion as determined under SFAS 143, increasing utility plant by $287 million, reducing accumulated depreciation by $361 million and recording the related regulatory assets of $422 million. The implementation of SFAS 143 for the portion of River Bend not subject to cost-based ratemaking decreased earnings in the first quarter of 2003 by approximately $21 million net-of-tax ($0.09 per share) as a result of a one-time cumulative effect of accounting change. In accordance with ratemaking treatment and as required by SFAS 71, the depreciation provisions for the domestic utility companies and System Energy include a component for removal costs that are not asset retirement obligations under SFAS 143. In accordance with regulatory accounting principles, Entergy has recorded a regulatory asset (liability) in the following amounts to reflect its estimate of the difference between estimated incurred removal costs and estimated removal costs recovered in rates previously recorded as a component of accumulated depreciation:

	December 31,
	2003	2002
	(In Millions)
Entergy Arkansas	$26.6	$35.2
Entergy Gulf States	4.2	(0.8)
Entergy Louisiana	(26.8)	(23.2)
Entergy Mississippi	24.4	28.6
Entergy New Orleans	2.1	(1.5)
System Energy	15.1	15.8

The cumulative liabilities and decommissioning expenses recorded in 2003 by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy were as follows:

	Liabilities as of	SFAS 143		Liabilities as of
	December 31, 2002	Adoption	Accretion	December 31, 2003
	(In Millions)
ANO 1 and ANO 2	$310.7	$221.0	$35.8	$567.5
River Bend	237.0	41.2	20.6	298.8
Waterford 3	125.3	179.4	20.6	325.3
Grand Gulf 1	153.5	137.2	21.8	312.5

Entergy periodically reviews and updates estimated decommissioning costs. The actual decommissioning costs may vary from the estimates because of regulatory requirements, changes in technology, and increased costs of labor, materials, and equipment.

If SFAS 143 had been applied by Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy during prior periods, the following impacts would have resulted:

	Year Ended December 31, 2002	Year Ended December 31, 2001
Entergy Arkansas
Pro forma asset retirement obligations	$531,659	$498,041
Pro forma effect of SFAS 143	$220,971	$205,324
Asset retirement obligations actually recorded	$310,688	$292,717
Entergy Louisiana
Pro forma asset retirement obligations	$304,728	$285,640
Pro forma effect of SFAS 143	$179,403	$174,169
Asset retirement obligations actually recorded	$125,325	$111,471
System Energy
Pro forma asset retirement obligations	$290,659	$270,381
Pro forma effect of SFAS 143	$137,186	$130,278
Asset retirement obligations actually recorded	$153,473	$140,103
Entergy Gulf States
Pro forma asset retirement obligations	$278,245	$259,120
Pro forma effect of SFAS 143	$41,258	$32,977
Asset retirement obligations actually recorded	$236,987	$226,143
Earnings applicable to common stock - as reported	$169,190	$174,419
Pro forma effect of SFAS 143	$(2,227)	$(2,428)
Earnings applicable to common stock - pro forma	$166,963	$171,991

Entergy maintains decommissioning trust funds that are committed to meeting the costs of decommissioning the nuclear power plants. The fair values of the decommissioning trust funds and asset retirement obligation-related regulatory assets of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy as of December 31, 2003 are as follows:

	Decommissioning Trust Fair Values	Regulatory Assets
	(In Millions)
ANO 1 & ANO 2	$360.5	$203.7
River Bend	267.9	36.2
Waterford 3	152.0	132.3
Grand Gulf 1	172.9	92.7

The Energy Policy Act of 1992 contains a provision that assesses domestic nuclear utilities with fees for the decontamination and decommissioning (D&D) of the DOE's past uranium enrichment operations. Annual assessments (in 2003 dollars), which will be adjusted annually for inflation, are for 15 years and were $4.3 million for Entergy Arkansas, $1.1 million for Entergy Gulf States, $1.6 million for Entergy Louisiana, and $1.8 million for System Energy in 2003. The Energy Policy Act calls for cessation of annual D&D assessments not later than October 24, 2007. At December 31, 2003, three years of assessments were remaining. D&D fees are included in other current liabilities and other non-current liabilities and, as of December 31, 2003, recorded liabilities were $12.8 million for Entergy Arkansas, $3.0 million for Entergy Gulf States, $4.9 million for Entergy Louisiana, and $4.8 million for System Energy. Regulatory assets in the financial statements offset these liabil ities, with the exception of Entergy Gulf States' 30% non-regulated portion. These assessments are recovered through rates in the same manner as fuel costs.

Environmental Issues (Entergy Gulf States)

Entergy Gulf States has been designated as a PRP for the cleanup of certain hazardous waste disposal sites. Entergy Gulf States is currently negotiating with the EPA and state authorities regarding the cleanup of these sites. As of December 31, 2003, Entergy Gulf States does not expect the remaining clean-up costs to exceed its recorded liability of $11.6 million for the remaining sites at which the EPA has designated Entergy Gulf States as a PRP.

City Franchise Ordinances (Entergy New Orleans)

Entergy New Orleans provides electric and gas service in the City of New Orleans pursuant to franchise ordinances. These ordinances contain a continuing option for the city to purchase Entergy New Orleans' electric and gas utility properties.

Waterford 3 Lease Obligations (Entergy Louisiana)

On September 28, 1989, Entergy Louisiana entered into three identical transactions for the sale and leaseback of undivided interests (aggregating approximately 9.3%) in Waterford 3. In July 1997, Entergy Louisiana caused the lessors to issue $307.6 million aggregate principal amount of Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017, to refinance the outstanding bonds originally issued to finance the purchase of the undivided interests by the lessors. The lease payments were reduced to reflect the lower interest costs. Upon the occurrence of certain events, Entergy Louisiana may be obligated to pay amounts sufficient to permit the termination of the lease transactions and may be required to assume the outstanding bonds issued to finance, in part, the lessors' acquisition of the undivided interests in Waterford 3.

Employment Litigation (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy New Orleans, System Energy, or their affiliates, are defendants in numerous lawsuits filed by former employees asserting that they were wrongfully terminated and/or discriminated against on the basis of age, race, and/or sex. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, System Energy, and their affiliates are vigorously defending these suits and deny any liability to the plaintiffs. Nevertheless, no assurance can be given as to the outcome of these cases.

Asbestos and Hazardous Material Litigation (Entergy Gulf States, Entergy Louisiana, Entergy New Orleans)

Numerous lawsuits have been filed in federal and state courts in Texas, Louisiana, and Mississippi primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans, and Entergy Mississippi as premises owners of power plants, for damages caused by alleged exposure to asbestos or other hazardous material. Many other defendants are named in these lawsuits as well. Presently, there are approximately 400 lawsuits involving just over 7,000 claims. Management believes that adequate provisions have been established to cover any exposure. Additionally, negotiations continue with insurers to recover more reimbursement, while new coverage is being secured to minimize anticipated future potential exposures. Management believes that loss exposure has been and will continue to be handled successfully so that the ultimate resolution of these matters will not be material, in the aggregate, to its financial position or results of operation.

Grand Gulf 1-Related Agreements

Capital Funds Agreement (System Energy)

System Energy has entered into agreements with Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans whereby they are obligated to purchase their respective entitlements of capacity and energy from System Energy's 90% interest in Grand Gulf 1, and to make payments that, together with other available funds, are adequate to cover System Energy's operating expenses. System Energy would have to secure funds from other sources, including Entergy Corporation's obligations under the Capital Funds Agreement, to cover any shortfalls from payments received from Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans under these agreements.

Unit Power Sales Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

System Energy has agreed to sell all of its 90% share of capacity and energy from Grand Gulf 1 to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans in accordance with specified percentages (Entergy Arkansas-36%, Entergy Louisiana-14%, Entergy Mississippi-33%, and Entergy New Orleans-17%) as ordered by FERC. Charges under this agreement are paid in consideration for the purchasing companies' respective entitlement to receive capacity and energy and are payable irrespective of the quantity of energy delivered so long as the unit remains in commercial operation. The agreement will remain in effect until terminated by the parties and the termination is approved by FERC, most likely upon Grand Gulf 1's retirement from service. Monthly obligations are based on actual capacity and energy costs. The average monthly payments for 2003 under the agreement are approximately $17.2 million for Entergy Arkansas, $6.7 million for Entergy Louisiana, $15.9 millio n for Entergy Mississippi, and $8.1 million for Entergy New Orleans.

Availability Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans are individually obligated to make payments or subordinated advances to System Energy in accordance with stated percentages (Entergy Arkansas-17.1%, Entergy Louisiana-26.9%, Entergy Mississippi-31.3%, and Entergy New Orleans-24.7%) in amounts that, when added to amounts received under the Unit Power Sales Agreement or otherwise, are adequate to cover all of System Energy's operating expenses as defined, including an amount sufficient to amortize the cost of Grand Gulf 2 over 27 years. (See Reallocation Agreement terms below.) System Energy has assigned its rights to payments and advances to certain creditors as security for certain obligations. Since commercial operation of Grand Gulf 1, payments under the Unit Power Sales Agreement have exceeded the amounts payable under the Availability Agreement. Accordingly, no payments under the Availability Agreement have ever been required. If Entergy Arkansas or Entergy Mississippi fails to make its Unit Power Sales Agreement payments, and System Energy is unable to obtain funds from other sources, Entergy Louisiana and Entergy New Orleans could become subject to claims or demands by System Energy or its creditors for payments or advances under the Availability Agreement (or the assignments thereof) equal to the difference between their required Unit Power Sales Agreement payments and their required Availability Agreement payments.

Reallocation Agreement (Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans entered into the Reallocation Agreement relating to the sale of capacity and energy from Grand Gulf and the related costs, in which Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans agreed to assume all of Entergy Arkansas' responsibilities and obligations with respect to Grand Gulf under the Availability Agreement. FERC's decision allocating a portion of Grand Gulf 1 capacity and energy to Entergy Arkansas supersedes the Reallocation Agreement as it relates to Grand Gulf 1. Responsibility for any Grand Gulf 2 amortization amounts has been individually allocated (Entergy Louisiana-26.23%, Entergy Mississippi-43.97%, and Entergy New Orleans-29.80%) under the terms of the Reallocation Agreement. However, the Reallocation Agreement does not affect Entergy Arkansas' obligation to System Energy's lenders under the assignments referred to in the preceding paragraph. Entergy Arka nsas would be liable for its share of such amounts if Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans were unable to meet their contractual obligations. No payments of any amortization amounts will be required so long as amounts paid to System Energy under the Unit Power Sales Agreement, including other funds available to System Energy, exceed amounts required under the Availability Agreement, which is expected to be the case for the foreseeable future.

Reimbursement Agreement (System Energy)

In December 1988, System Energy entered into two separate, but identical, arrangements for the sale and leaseback of an approximate aggregate 11.5% ownership interest in Grand Gulf 1. In connection with the equity funding of the sale and leaseback arrangements, letters of credit are required to be maintained to secure certain amounts payable for the benefit of the equity investors by System Energy under the leases. The current letters of credit are effective until May 30, 2007.

Under the provisions of the reimbursement agreement relating to the letters of credit, System Energy has agreed to a number of covenants regarding the maintenance of certain capitalization and fixed charge coverage ratios.  System Energy agreed, during the term of the reimbursement agreement, to maintain a ratio of debt to total liabilities and equity less than or equal to 70%. In addition, System Energy must maintain, with respect to each fiscal quarter during the term of the reimbursement agreement, a ratio of adjusted net income to interest expense of at least 1.50 times earnings.  As of December 31, 2003, System Energy's debt ratio was approximately 49.0%, and its fixed charge coverage ratio for 2003 was approximately 3.86, calculated, in each case, as prescribed in the reimbursement agreement.

NOTE 10. LEASES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

General

As of December 31, 2003, the domestic utility companies had capital leases and non-cancelable operating leases for equipment, buildings, vehicles, and fuel storage facilities (excluding nuclear fuel leases and the sale and leaseback transactions) with minimum lease payments as follows:

Capital Leases

	Entergy	Entergy	Entergy
Year	Arkansas	Gulf States	Mississippi
	(In Thousands)
2004	$9,646	$9,000	$49
2005	9,611	-	49
2006	5,683	-	41
2007	3,428	-	11
2008	1,753	-	-
Years thereafter	2,844	-	-
Minimum lease payments	32,965	9,000	150
Less: Amount
representing interest	8,428	705	16
Present value of net
minimum lease payments	$24,537	$8,295	$134

Operating Leases

	Entergy	Entergy	Entergy	Entergy	Entergy
Year	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans
	(In Thousands)
2004	$21,072	$27,507	$12,271	$7,491	$101
2005	18,569	25,158	8,218	5,807	41
2006	15,056	23,330	3,985	4,134	-
2007	12,667	17,029	2,881	1,182	-
2008	10,197	9,785	1,430	673	-
Years thereafter	62,573	130,357	2,128	533	-
Minimum lease payments	$140,134	$233,166	$30,913	$19,820	$142

Rental expense amounted to $19.4 million, $20.8 million, and $21.1 million for Entergy Arkansas; $18.2million, $17.6 million, and $22.0 million for Entergy Gulf States; and $11.4 million, $11.2 million, and $11.7 million for Entergy Louisiana in 2003, 2002, and 2001, respectively. In addition to the above rental expense, railcar operating lease payments, which are recorded in fuel expense, were $6.8 million in 2003, $8.3 million in 2002, and $12.2 million in 2001 for Entergy Arkansas and $1.8 million in 2003, $2.0 million in 2002, and $2.8 million in 2001 for Entergy Gulf States. The railcar lease payments are recorded as fuel expense in accordance with regulatory treatment.

Nuclear Fuel Leases

As of December 31, 2003, arrangements to lease nuclear fuel existed in an aggregate amount up to $150 million for Entergy Arkansas, $80 million for each of System Energy and Entergy Louisiana, and $105 million for Entergy Gulf States. As of December 31, 2003, the unrecovered cost base of nuclear fuel leases amounted to approximately $102.7 million for Entergy Arkansas, $63.7 million for Entergy Gulf States, $65.0 million for Entergy Louisiana, and $47.2 million for System Energy. The lessors finance the acquisition and ownership of nuclear fuel through loans made under revolving credit agreements, the issuance of commercial paper, and the issuance of intermediate-term notes. The credit agreements for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy each have a termination date of October 30, 2006. The termination dates may be extended from time to time with the consent of the lenders. The intermediate-term notes issued pursuant to these fuel lease arrang ements have varying maturities through December 15, 2008. It is expected that additional financing under the leases will be arranged as needed to acquire additional fuel, to pay interest, and to pay maturing debt. However, if such additional financing cannot be arranged, the lessee in each case must repurchase sufficient nuclear fuel to allow the lessor to meet its obligations in accordance with the fuel lease.

Lease payments are based on nuclear fuel use. The table below represents the total nuclear fuel lease payments (principal and interest) as well as the separate interest component charged to operations in 2003, 2002, and 2001:

	2003		2002		2001
	Lease		Lease		Lease
	Payments	Interest	Payments	Interest	Payments	Interest
	(In Millions)
Entergy Arkansas	$49.9	$3.3	$49.6	$3.2	$54.1	$5.7
Entergy Gulf States	27.8	3.0	29.2	3.0	31.5	4.1
Entergy Louisiana	32.3	2.4	32.9	2.6	37.2	3.8
System Energy	32.0	3.1	26.1	2.5	26.5	3.6
Total	$142.0	$11.8	$137.8	$11.3	$149.3	$17.2

Sale and Leaseback Transactions

Waterford 3 Lease Obligations (Entergy Louisiana)

In 1989, Entergy Louisiana sold and leased back 9.3% of its interest in Waterford 3 for the aggregate sum of $353.6 million. The lease has an approximate term of 28 years. The lessors financed the sale-leaseback through the issuance of Waterford 3 Secured Lease Obligation Bonds. The lease payments made by Entergy Louisiana are sufficient to service the debt.

In 1994, Entergy Louisiana did not exercise its option to repurchase the 9.3% interest in Waterford 3. As a result, Entergy Louisiana issued $208.2 million of non-interest bearing first mortgage bonds as collateral for the equity portion of certain amounts payable under the lease.

In 1997, the lessors refinanced the outstanding bonds used to finance the purchase of Waterford 3 at lower interest rates, which reduced the annual lease payments.

Upon the occurrence of certain events, Entergy Louisiana may be obligated to assume the outstanding bonds used to finance the purchase of the unit and to pay an amount sufficient to withdraw from the lease transaction. Such events include lease events of default, events of loss, deemed loss events, or certain adverse "Financial Events." "Financial Events" include, among other things, failure by Entergy Louisiana, following the expiration of any applicable grace or cure period, to maintain (i) total equity capital (including preferred stock) at least equal to 30% of adjusted capitalization, or (ii) a fixed charge coverage ratio of at least 1.50 computed on a rolling 12 month basis.

As of December 31, 2003, Entergy Louisiana's total equity capital (including preferred stock) was 49.82% of adjusted capitalization and its fixed charge coverage ratio for 2003 was 4.06.

As of December 31, 2003, Entergy Louisiana had future minimum lease payments (reflecting an overall implicit rate of 7.45%) in connection with the Waterford 3 sale and leaseback transactions, which are recorded as long-term debt, as follows:

	(In Thousands)
2004	$31,739
2005	14,554
2006	18,262
2007	18,754
2008	22,606
Years thereafter	366,514
Total	472,429
Less: Amount representing interest	209,895
Present value of net minimum lease payments	$262,534

Grand Gulf 1 Lease Obligations (System Energy)

In December 1988, System Energy sold 11.5% of its undivided ownership interest in Grand Gulf 1 for the aggregate sum of $500 million. Subsequently, System Energy leased back its interest in the unit for a term of 26 1/2 years. System Energy has the option of terminating the lease and repurchasing the 11.5% interest in the unit at certain intervals during the lease. Furthermore, at the end of the lease term, System Energy has the option of renewing the lease or repurchasing the 11.5% interest in Grand Gulf 1.

System Energy is required to report the sale-leaseback as a financing transaction in its financial statements. For financial reporting purposes, System Energy expenses the interest portion of the lease obligation and the plant depreciation. However, operating revenues include the recovery of the lease payments because the transactions are accounted for as a sale and leaseback for ratemaking purposes. Consistent with a recommendation contained in a FERC audit report, System Energy recorded as a net regulatory asset the difference between the recovery of the lease payments and the amounts expensed for interest and depreciation and is recording this difference as a regulatory asset or liability on an ongoing basis, resulting in a zero net balance at the end of the lease term. The amount of this net regulatory asset was $83.2 million and $79.5 million as of December 31, 2003 and 2002, respectively.

As of December 31, 2003, System Energy had future minimum lease payments (reflecting an implicit rate of 7.02%), which are recorded as long-term debt as follows:

	(In Thousands)
2004	$36,133
2005	52,253
2006	52,253
2007	52,253
2008	52,253
Years thereafter	365,176
Total	610,321
Less: Amount representing interest	206,853
Present value of net minimum lease payments	$403,468

NOTE 11. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Pension Plans

The domestic utility companies and System Energy have two pension plans, "Entergy Corporation Retirement Plan for Non-Bargaining Employees," and "Entergy Corporation Retirement Plan for Bargaining Employees," covering substantially all of their employees. The pension plans are noncontributory and provide pension benefits that are based on employees' credited service and compensation during the final years before retirement. The domestic utility companies and System Energy fund pension costs in accordance with contribution guidelines established by the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended. The assets of the plans include common and preferred stocks, fixed-income securities, interest in a money market fund, and insurance contracts. As of December 31, 2003 and December 31, 2002, Entergy recognized an additional minimum pension liability for the excess of the accumulated benefit o bligation over the fair market value of plan assets. In accordance with FASB 87, an offsetting intangible asset, up to the amount of any unrecognized prior service cost, was also recorded, with the remaining offset to the liability recorded as a regulatory asset reflective of the recovery mechanism for pension costs in Entergy's jurisdictions. Entergy's pension costs are recovered from customers as a component of cost of service in each of its jurisdictions. Entergy uses a December 31 measurement date for its pension plans.

Components of Net Pension Cost

Total 2003, 2002, and 2001 pension cost of the domestic utility companies and System Energy, including amounts capitalized, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$11,156	$8,788	$6,369	$3,411	$1,539	$3,142
Interest cost on projected
benefit obligation	33,009	27,708	20,028	11,339	3,958	4,200
Expected return on assets	(38,712)	(41,784)	(28,919)	(15,434)	(2,616)	(3,944)
Amortization of transition asset	-	-	-	-	-	(319)
Amortization of prior service cost	1,737	1,931	789	584	236	73
Recognized net loss	256	150	-	83	-	27
Curtailment loss	5,305	2,133	2,748	1,065	129	944
Special termination benefits	5,543	2,857	2,619	811	367	1,720
Net pension cost	$18,294	$1,783	$3,634	$1,859	$3,613	$5,843

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$9,787	$7,391	$5,901	$2,971	$1,414	$2,616
Interest cost on projected
benefit obligation	31,058	27,737	19,747	11,013	4,126	3,735
Expected return on assets	(40,514)	(43,827)	(30,300)	(16,197)	(2,763)	(3,775)
Amortization of transition asset	-	-	-	-	-	(319)
Amortization of prior service cost	1,743	1,923	744	705	269	72
Net pension cost (income)	$2,074	($6,776)	($3,908)	($1,508)	$3,046	$2,329

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2001	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$9,207	$6,645	$5,358	$2,659	$1,280	$2,423
Interest cost on projected
benefit obligation	30,746	26,292	19,114	10,602	3,643	3,366
Expected return on assets	(41,308)	(44,511)	(31,089)	(16,547)	(2,712)	(3,865)
Amortization of transition asset	(2,336)	-	(2,792)	(1,250)	-	(319)
Amortization of prior service cost	1,697	1,896	759	694	262	59
Recognized net (gain)/loss	(2,228)	(7,266)	(2,398)	(1,406)	172	(52)
Net pension cost (income)	($4,222)	($16,944)	($11,048)	($5,248)	$2,645	$1,612

Pension Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2003 and 2002:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Change in Projected Benefit
Obligation (PBO)
Balance at 12/31/02	$476,276	$420,644	$297,144	$167,175	$57,085	$59,418
Service cost	11,156	8,788	6,369	3,411	1,539	3,142
Interest cost	33,009	27,708	20,028	11,339	3,958	4,200
Amendment	121	96	-	5	-	5
Actuarial (gain)/loss	62,444	31,342	30,844	17,133	7,417	9,984
Benefits paid	(28,445)	(25,611)	(19,332)	(10,634)	(2,559)	(366)
Curtailment loss	4,900	1,883	2,540	944	59	930
Special termination benefits	5,543	2,857	2,619	811	367	1,720
Balance at 12/31/03	$565,004	$467,707	$340,212	$190,184	$67,866	$79,033
Change in Plan Assets
Fair value of assets at 12/31/02	$367,080	$380,999	$261,785	$144,947	$32,384	$34,041
Actual return on plan assets	84,579	93,102	74,216	35,645	(260)	11,700
Employer contributions	(28,445)	(25,611)	(19,332)	(10,634)	(2,559)	(366)
Fair value of assets at 12/31/03	$423,214	$448,490	$316,669	$169,958	$29,565	$45,375
Funded status	($141,790)	($19,217)	($23,543)	($20,226)	($38,301)	($33,658)
Amounts not yet recognized in the balance sheet:
Unrecognized transition asset	-	-	-	-	-	(596)
Unrecognized prior service cost	9,839	7,449	4,412	3,206	1,489	353
Unrecognized net (gain)/loss	93,535	24,044	48,533	25,970	19,367	16,021
Accrued pension cost recognized in the balance sheet	($38,416)	$12,276	$29,402	$8,950	($17,445)	($17,880)
Amounts recognized in the balance sheet:
Prepaid/(accrued) pension liability	($38,416)	$12,276	$29,402	$8,950	($17,445)	($17,880)
Additional minimum pension liability	(54,948)	-	-	(7,301)	(13,140)	(7,426)
Intangible asset	13,291	-	-	937	2,774	365
Regulatory asset	41,657	-	-	6,364	10,366	7,061
Net amount recognized	($38,416)	$12,276	$29,402	$8,950	($17,445)	($17,880)

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Change in Projected Benefit
Obligation (PBO)
Balance at 12/31/01	$437,553	$370,907	$272,452	$149,808	$52,394	$50,564
Service cost	9,787	7,391	5,901	2,971	1,414	2,616
Interest cost	31,058	27,737	19,747	11,013	4,126	3,735
Actuarial (gain)/loss	24,452	40,309	17,740	13,638	1,341	2,661
Benefits paid	(26,574)	(25,700)	(18,696)	(10,255)	(2,190)	(158)
Balance at 12/31/02	$476,276	$420,644	$297,144	$167,175	$57,085	$59,418
Change in Plan Assets
Fair value of assets at 12/31/01	$443,867	$468,458	$323,565	$174,616	$31,810	$40,549
Actual return on plan assets	(50,213)	(61,759)	(43,084)	(19,414)	2,764	(6,350)
Benefits paid	(26,574)	(25,700)	(18,696)	(10,255)	(2,190)	(158)
Fair value of assets at 12/31/02	$367,080	$380,999	$261,785	$144,947	$32,384	$34,041
Funded status	($109,196)	($39,645)	($35,359)	($22,228)	($24,701)	($25,377)
Amounts not yet recognized in the balance sheet:
Unrecognized transition asset	-	-	-	-	-	(914)
Unrecognized prior service cost	11,859	9,534	5,408	3,905	1,796	434
Unrecognized net (gain)/loss	77,214	44,170	62,987	29,132	9,073	13,820
Accrued pension cost recognized in the balance sheet	($20,123)	$14,059	$33,036	$10,809	($13,832)	($12,037)
Amounts recognized in the balance sheet:
Prepaid/(accrued) pension liability	($20,123)	$14,059	$33,036	$10,809	($13,832)	($12,037)
Additional minimum pension liability	(29,622)	(7,140)	(44,163)	(13,001)	(4,767)	(386)
Intangible asset	10,566	7,140	5,408	3,191	1,796	386
Regulatory asset	19,056	-	38,755	9,810	2,971	-
Net amount recognized	($20,123)	$14,059	$33,036	$10,809	($13,832)	($12,037)

Other Postretirement Benefits

The domestic utility companies and System Energy also provide health care and life insurance benefits for retired employees. Substantially all employees may become eligible for these benefits if they reach retirement age while still working for Entergy. Entergy uses a December 31 measurement date for its postretirement benefit plans.

Effective January 1, 1993, Entergy adopted SFAS 106, which required a change from a cash method to an accrual method of accounting for postretirement benefits other than pensions. At January 1, 1993, the actuarially determined accumulated postretirement benefit obligation (APBO) earned by retirees and active employees was estimated to be approximately $241.4 million for Entergy (other than Entergy Gulf States) and $128 million for Entergy Gulf States. Such obligations are being amortized over a 20-year period that began in 1993.

Entergy Arkansas, the portion of Entergy Gulf States regulated by the PUCT, Entergy Mississippi, and Entergy New Orleans have received regulatory approval to recover SFAS 106 costs through rates. Entergy Arkansas began recovery in 1998, pursuant to an APSC order. This order also allowed Entergy Arkansas to amortize a regulatory asset (representing the difference between SFAS 106 costs and cash expenditures for other postretirement benefits incurred for a five-year period that began January 1, 1993) over a 15-year period that began in January 1998.

The LPSC ordered the portion of Entergy Gulf States regulated by the LPSC and Entergy Louisiana to continue the use of the pay-as-you-go method for ratemaking purposes for postretirement benefits other than pensions. However, the LPSC retains the flexibility to examine individual companies' accounting for postretirement benefits to determine if special exceptions to this order are warranted.

Pursuant to regulatory directives, Entergy Arkansas, Entergy Mississippi, Entergy New Orleans, the portion of Entergy Gulf States regulated by the PUCT, and System Energy fund postretirement benefit obligations collected in rates. System Energy is funding on behalf of Entergy Operations postretirement benefits associated with Grand Gulf 1. Entergy Louisiana and Entergy Gulf States continue to recover a portion of these benefits regulated by the LPSC and FERC on a pay-as-you-go basis. The assets of the various postretirement benefit plans other than pensions include common stocks, fixed-income securities, and a money market fund.

Components of Net Other Postretirement Benefit Cost

Total 2003, 2002, and 2001 other postretirement benefit costs of the domestic utility companies and System Energy, including amounts capitalized and deferred, included the following components:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$6,560	$5,701	$3,322	$1,866	$948	$1,553
Interest cost on APBO	10,637	11,314	6,780	3,459	3,436	1,352
Expected return on assets	(4,859)	(4,349)	-	(2,186)	(2,010)	(1,088)
Amortization of transition obligation	3,327	5,307	2,238	1,301	2,449	135
Amortization of prior service cost	143	163	82	51	52	(140)
Recognized net (gain)/loss	3,497	1,575	1,496	1,160	475	350
Curtailment loss	9,276	6,301	5,041	1,259	996	2,524
Special termination benefits	794	512	452	73	28	284
Net other postretirement benefit cost	$29,375	$26,524	$19,411	$6,983	$6,374	$4,970

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$5,429	$4,153	$3,137	$1,513	$889	$1,300
Interest cost on APBO	9,448	9,734	6,242	3,099	3,264	1,150
Expected return on assets	(3,889)	(4,232)	-	(2,088)	(1,959)	(1,023)
Amortization of transition obligation	3,954	5,803	2,971	1,502	2,678	220
Amortization of prior service cost	245	278	141	87	89	24
Recognized net (gain)/loss	873	135	75	335	(55)	11
Net other postretirement benefit cost	$16,060	$15,871	$12,566	$4,448	$4,906	$1,682

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2001	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Service cost - benefits earned
during the period	$4,969	$3,606	$2,707	$1,302	$739	$1,094
Interest cost on APBO	8,551	8,911	5,527	2,816	3,158	907
Expected return on assets	(3,218)	(4,104)	-	(1,933)	(1,832)	(959)
Amortization of transition obligation	3,954	5,803	2,971	1,502	2,678	220
Amortization of prior service cost	245	278	141	87	89	24
Recognized net (gain)/loss	173	(1,028)	45	-	(180)	-
Net postretirement benefit cost	$14,674	$13,466	$11,391	$3,774	$4,652	$1,286

Other Postretirement Benefit Obligations, Plan Assets, Funded Status, and Amounts Not Yet Recognized and Recognized in the Balance Sheet as of December 31, 2003 and 2002:

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2003	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Change in APBO
Balance at 12/31/02	$164,258	$167,678	$107,398	$53,398	$54,646	$21,410
Service cost	6,560	5,701	3,322	1,866	948	1,553
Interest cost	10,637	11,314	6,780	3,459	3,436	1,352
Actuarial loss	20,340	24,731	13,445	6,004	4,536	3,104
Benefits paid	(11,523)	(11,411)	(7,816)	(4,040)	(4,761)	(616)
Plan amendments	(14,561)	(11,479)	(16,862)	(4,659)	(5,146)	(4,260)
Plan participant contributions	1,905	1,663	1,126	604	750	78
Curtailment loss	8,849	5,496	4,830	1,081	625	2,561
Special termination benefits	794	512	452	73	28	284
Balance at 12/31/03	$187,259	$194,205	$112,675	$57,786	$55,062	$25,466
Change in Plan Assets
Fair value of assets at 12/31/02	$49,076	$50,001	$ -	$23,420	$28,490	$13,569
Actual return on plan assets	6,290	6,587	-	2,979	2,614	1,475
Employer contributions	(11,523)	(11,411)	(7,816)	(4,040)	(4,761)	(616)
Benefits paid	23,128	12,671	6,690	5,969	6,065	2,315
Plan participant contributions	1,905	1,663	1,126	604	750	78
Fair value of assets at 12/31/03	$68,876	$59,511	$ -	$28,932	$33,158	$16,821
Funded status	($118,383)	($134,694)	($112,675)	($28,854)	($21,904)	($8,645)
Amounts not yet recognized in the balance sheet:
Unrecognized transition obligation	21,928	41,305	10,822	9,136	19,088	134
Unrecognized prior service cost	-	-	-	-	-	(2,040)
Unrecognized net (gain)/loss	71,855	49,401	38,551	22,745	12,595	8,748
Prepaid/(accrued) postretirement benefit cost recognized in the balance sheet	($24,600)	($43,988)	($63,302)	$3,027	$9,779	($1,803)

(a)  Reflects plan design changes, including a change in the participation assumption for non-bargaining employees effective August 1, 2003. 

	Entergy	Entergy	Entergy	Entergy	Entergy	System
2002	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Thousands)
Change in APBO
Balance at 12/31/01	$127,935	$131,251	$81,699	$41,796	$45,984	$15,003
Service cost	5,429	4,153	3,137	1,513	889	1,300
Interest cost	9,448	9,734	6,242	3,099	3,264	1,150
Actuarial loss	29,801	31,486	23,007	9,521	8,088	4,538
Benefits paid	(8,355)	(8,946)	(6,687)	(2,531)	(3,579)	(581)
Balance at 12/31/02	$164,258	$167,678	$107,398	$53,398	$54,646	$21,410
Change in Plan Assets
Fair value of assets at 12/31/01	$40,333	$48,443	$ -	$22,855	$27,760	$12,551
Actual return on plan assets	(4,235)	(3,098)	-	(1,633)	(1,286)	(191)
Employer contributions	21,333	13,602	6,687	4,729	5,595	1,790
Benefits paid	(8,355)	(8,946)	(6,687)	(2,531)	(3,579)	(581)
Fair value of assets at 12/31/02	$49,076	$50,001	$ -	$23,420	$28,490	$13,569
Funded status	($115,182)	($117,677)	($107,398)	($29,978)	($26,156)	($7,841)
Amounts not yet recognized in the balance sheet:
Unrecognized transition obligation	39,528	58,035	29,720	15,019	26,793	2,233
Unrecognized prior service cost	858	1,024	495	306	313	79
Unrecognized net (gain)/loss	56,443	28,483	26,602	18,694	9,138	6,381
Prepaid/(accrued) postretirement benefit cost recognized in the balance sheet	($18,353)	($30,135)	($50,581)	$4,041	$10,088	$852

Pension and Other Postretirement Plans' Assets

Entergy's pension and postretirement plans weighted-average asset allocations by asset category at December 31, 2003 and 2002 are as follows:

	Pension		Postretirement
	2003	2002	2003	2002
Domestic Equity Securities	56%	50%	37%	34%
International Equity Securities	14%	10%	0%	1%
Fixed Income Securities	28%	37%	60%	64%
Other	2%	3%	3%	3%

Entergy's trust asset investment strategy is to invest the assets in a manner whereby long term earnings on the assets (plus cash contributions) provide adequate funding for retiree benefit payments. Adequate funding is described as a 90% confidence that assets equal or exceed liabilities due five years in the future, and a corresponding 75% confidence level ten years out. The mix of assets is based on an optimization study that identifies asset allocation targets in order to achieve the maximum return for an acceptable level of risk while minimizing the expected contributions and pension and postretirement expense.

To perform such an optimization study, Entergy first makes assumptions about certain market characteristics, such as expected asset class investment returns, volatility (risk) and correlation coefficients among the various asset classes. Entergy does so by examining (or hiring a consultant to provide such analysis) historical market characteristics of the various asset classes over all of the different economic conditions that have existed. Entergy then examines and projects the economic conditions expected to prevail over the study period. Finally, the historical characteristics to reflect the expected future conditions are adjusted to produce the market characteristics that will be assumed in the study.

The optimization analysis utilized in Entergy's latest study produced the following approved asset class target allocations. A new study has been recently completed and will be implemented during 2004.

	Pension	Postretirement
Domestic Equity Securities	54%	37%
International Equity Securities	12%	8%
Fixed Income Securities	30%	55%
Other (Cash and GACs)	4%	0%

These allocation percentages combined with each asset class' expected investment return produced an aggregate return expectation of 9.59% for pension assets, 5.45% for taxable postretirement assets, and 7.19% for non-taxable postretirement assets. These returns are consistent with Entergy's disclosed expected return on assets of 8.75% (non-taxable assets) and 5.5% (taxable assets).

Since precise allocation targets are inefficient to manage security investments, the following ranges were established to produce an acceptable economically efficient plan to manage to targets:

	Pension	Postretirement
Domestic Equity Securities	49 % to 59%	32 % to 42%
International Equity Securities	7% to 17%	3% to 12%
Fixed Income Securities	25% to 35%	50% to 60%
Other	0% to 10%	0% to 5%

Accumulated Pension Benefit Obligation

The accumulated benefit obligation for the domestic utility companies and System Entergy as December 31, 2003 and 2002 was:

The accumulated benefit obligation for the domestic utility companies and System Entergy as December 31, 2003 and 2002 was:

	December 31,
	2003	2002
	(In Thousands)
Entergy Arkansas	$509,382	$304,274
Entergy Gulf States	$426,320	$308,609
Entergy Louisiana	$309,066	$273,734
Entergy Mississippi	$174,245	$108,762
Entergy New Orleans	$59,610	$51,046
System Energy	$64,661	$35,271

Estimated Future Benefit Payments

Based upon the assumptions used to measure the company's pension and postretirement benefit obligation at December 31, 2003, and including pension and postretirement benefits attributable to estimated future employee service, Entergy expects that pension benefits to be paid over the next ten years is as follows:

Estimated Future Pension Benefits Payments	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	(In Thousands)
Year(s)
2004	$28,375	$25,495	$19,227	$10,601	$2,545	$367
2005	$28,885	$25,767	$19,369	$10,768	$2,564	$380
2006	$29,560	$26,136	$19,565	$10,990	$2,590	$396
2007	$30,530	$26,691	$19,876	$11,312	$2,631	$419
2008	$31,726	$27,454	$20,345	$11,719	$2,693	$445
2009 - 2013	$189,162	$157,145	$114,128	$69,046	$15,110	$2,868

Estimated Future Other Postretirement Benefits Payments	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	(In Thousands)
Year(s)
2004	$11,890	$12,024	$7,696	$3,184	$4,249	$1,240
2005	$12,508	$12,763	$8,081	$3,488	$4,418	$1,350
2006	$12,616	$12,858	$8,066	$3,562	$4,235	$1,439
2007	$13,093	$13,446	$8,284	$3,814	$4,326	$1,499
2008	$13,390	$13,873	$8,430	$4,046	$4,387	$1,547
2009 - 2013	$73,544	$75,064	$44,186	$23,206	$22,642	$9,617

Contributions

The domestic utility companies and System Energy expect to contribute the following to the pension and other postretirement plans in 2004:

	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	(In Thousands)
Pension Contributions	$5,342	$37	$8,630	$2,989	$4,678	$5,369
Other Postretirement Contributions	$20,573	$13,997	$7,696	$5,213	$4,604	$4,859

Additional Information

The change in the minimum pension liability had no effect on other comprehensive income at the domestic utility companies and System Energy in 2003 or 2002. The change in the minimum pension liability included in regulatory assets at each of the domestic utility companies and System Energy was as follows for 2003 and 2002:

	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	Increase (Decrease)
	(In Thousands)
Increase (decrease) in regulatory assets:
2003	$22,600	-	($38,755)	($3.446)	$7,395	$7,061
2002	$19,056	-	$38,755	$9,810	$2,971	-

Actuarial Assumptions

The assumed health care cost trend rate used in measuring the APBO of the domestic utility companies and System Energy was 10% for 2004, gradually decreasing each successive year until it reaches 4.5% in 2010 and beyond. The assumed health care cost trend rate used in measuring the Net Other Postretirement Benefit Cost of the domestic utility companies and System Energy was 10% for 2004, gradually decreasing each successive year until it reaches 4.5% in 2009 and beyond. A one percentage point change in the assumed health care cost trend rate for 2003 would have the following effects:

	1 Percentage Point Increase		1 Percentage Point Decrease
2003	Increase in the APBO	Increase in the sum of service cost and interest cost	Decrease in the APBO	Decrease in the sum of service cost and interest cost
	(In Thousands)
Entergy Arkansas	$19,657	$2,474	($16,458)	($2,010)
Entergy Gulf States	$21,091	$2,511	($17,665)	($2,038)
Entergy Louisiana	$11,274	$1,370	($9,471)	($1,118)
Entergy Mississippi	$5,945	$733	($4,984)	($598)
Entergy New Orleans	$4,606	$491	($3,939)	($406)
System Energy	$3,254	$504	($2,678)	($401)

The significant actuarial assumptions used in determining the pension PBO and the SFAS 106 APBO for 2003, 2002, and 2001 for the domestic utility companies and System Energy were as follows:

	2003	2002	2001
Weighted-average discount rate	6.25%	6.75%	7.50%
Weighted average rate of increase
in future compensation levels	3.25%	3.25%	4.60%
Expected long-term rate of
return on plan assets:
Taxable assets	5.50%	5.50%	5.50%
Non-taxable assets	8.75%	8.75%	9.00%

The significant actuarial assumptions used in determining the net periodic pension and other postretirement benefit costs for the domestic utility companies and System Energy 2003, 2002, and 2001 were as follows:

	2003	2002	2001
Weighted-average discount rate:
Pension	6.75%	7.50%	7.50%
Other postretirement	6.71%	7.50%	7.50%
Weighted average rate of increase
in future compensation levels	3.25%	4.60%	4.60%
Expected long-term rate of
return on plan assets:
Taxable assets	5.50%	5.50%	5.50%
Non-taxable assets	8.75%	9.00%	9.00%

The domestic utility companies' and System Energy's remaining pension transition assets are being amortized over the greater of the remaining service period of active participants or 15 years and its SFAS 106 transition obligations are being amortized over 20 years.

Voluntary Severance Program

During 2003, the domestic utility companies and System Energy offered a voluntary severance program to certain groups of employees. As a result of this program, the domestic utility companies and System Energy recorded additional pension and postretirement costs (including amounts capitalized) of $53.9 million for special termination benefits and plan curtailment charges. These amounts are included in the net pension cost and net postretirement benefit cost for the year ended December 31, 2003.

Medicare Prescription Drug, Improvement and Modernization Act of 2003

In December 2003, the President signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 into law. The Act introduces a prescription drug benefit under Medicare (Part D) as well as federal subsidy to employers who provide a retiree prescription drug benefit that is at least actuarially equivalent to Medicare Part D.

Currently, specific authoritative guidance on the accounting for the federal subsidy is pending. As allowed by Financial Accounting Standards Board Staff Position No. FAS 106-1, Entergy has elected to record an estimate of the effects of the Act in accounting for its postretirement benefit plans under SFAS 106 and in providing disclosures required by SFAS No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits.

Based on actuarial analysis of prescription drug benefits, estimated future Medicare subsidies are expected to reduce the December 31, 2003 Accumulated Postretirement Benefit Obligation by $56 million. For the year ended December 31, 2003 the impact of the Act on Net Postretirement Cost was immaterial, as it reflected only one month's impact of the Act. When specific guidance on accounting for federal subsidy is issued, these estimates could change.

NOTE 12. RISK MANAGEMENT AND DERIVATIVES

Market and Commodity Risks

In the normal course of business, the domestic utility companies and System Energy are exposed to a number of market and commodity risks including power price risk, fuel price risk, foreign currency exchange rate risk, and equity price and interest rate risks. Market risk is the potential loss that the domestic utility companies and System Energy may incur as a result of changes in the market or fair value of a particular instrument or commodity. All financial and commodity-related instruments, including derivatives, are subject to market risk.

The domestic utility companies and System Energy manage these risks through both contractual arrangements and derivatives. Contractual risk management tools include long-term power and fuel purchase agreements. The domestic utility companies and System Energy also use a variety of commodity and financial derivatives, including natural gas and electricity futures, forwards and options, and foreign currency forwards to manage the following risks:

• power price risk resulting from Entergy's short position during the summer months;
• fuel price risk for spot market gas purchases; and
• foreign currency exchange rate risk resulting from Euro-denominated nuclear fuel acquisition contracts.

Gains and losses realized from derivative transactions used to manage power and fuel price risk are included in fuel costs recovered through rates. Accordingly, these gains and losses are accounted for as regulatory assets and liabilities prior to transaction maturity. Power price risk is managed primarily through the purchase of short-term forward contracts that are accounted for as normal purchases. Any option premiums paid to manage power price risk are booked with an offsetting regulatory asset or liability. The volume of these purchases is based on Entergy's demand forecast.

Entergy manages fuel price risk for its Louisiana jurisdictions (Entergy Louisiana, Entergy New Orleans, and the Louisiana portion of Entergy Gulf States) and Entergy Mississippi primarily through the purchase of short-term swaps. These swaps are marked-to-market with offsetting regulatory assets or liabilities. The notional volumes of these swaps are based on a portion of projected purchases of gas for the summer (electric generation) and winter (gas distribution at Entergy Gulf States and Entergy New Orleans) peak seasons.

Entergy Gulf States manages foreign currency exchange rate risk associated with the acquisition of nuclear fuel through the purchase of forwards that are accounted for as cash flow hedges. The notional volumes of these forwards are based on forecasted purchases and the realized gain or loss from these forwards is included in the capitalized cost of the applicable batches of nuclear fuel. Cash flow hedges with unrealized gains of approximately $6.5 million at December 31, 2003 are scheduled to mature during 2004. Gains totaling approximately $3.3 million were realized during 2003 on the maturity of cash flow hedges. These unrealized and realized gains resulted from foreign currency hedges related to Euro-denominated nuclear fuel acquisition contracts, and related gains or losses, when realized, are included in the capitalized cost of nuclear fuel. The maximum length of time over which Entergy Gulf States is currently hedging the variability in future cash flows for forecasted tran sactions (excluding interest rate swaps) at December 31, 2003 is approximately seven months. The ineffective portion of the change in the value of Entergy Gulf States' cash flow hedges during 2003 was insignificant.

NOTE 13. TRANSACTIONS WITH AFFILIATES (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Each domestic utility company purchases electricity from and sells electricity to the other domestic utility companies, and System Energy under rate schedules filed with FERC. Additionally, Entergy Power sells electricity to Entergy Arkansas, Entergy Louisiana, and Entergy New Orleans. The domestic utility companies and System Energy purchase fuel from System Fuels; receive management, technical, advisory, operating, and administrative services from Entergy Services; and receive management, technical, and operating services from Entergy Operations. Pursuant to SEC rules under PUHCA, these transactions are on an "at cost" basis, and are eliminated in the consolidated financial statements of Entergy. Furthermore, Entergy Louisiana and Entergy New Orleans purchase electricity from RS Cogen LLC.

As described in Note 1 to the domestic utility companies and System Energy financial statements, all of System Energy's operating revenues consist of billings to Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.

Additionally, as described in Note 4 to the domestic utility companies and System Energy financial statements, the domestic utility companies and System Energy participate in the Entergy System Money Pool and earn interest income from the Money Pool. Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans also receive interest income from System Fuels, Inc.

The tables below contain the various affiliate transactions of the domestic utility companies, System Energy, and other Entergy affiliates.

Intercompany Revenues

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Millions)
2003	$242.3	$42.8	$102.4	$27.6	$85.5	$583.8
2002	$172.6	$28.8	$8.8	$70.6	$7.1	$602.5
2001	$250.2	$75.2	$26.1	$118.3	$10.0	$535.0

Intercompany Operating Expenses

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
		(In Millions)
	(1)		(2)		(3)
2003	$289.2	$319.8	$323.0	$458.6	$211.2	$11.6
2002	$284.6	$211.1	$277.3	$298.6	$166.7	$11.7
2001	$262.9	$274.8	$298.1	$535.2	$231.7	$9.5

(1)	Includes $0.1 million in 2003, $0.7 million in 2002, and $3.5 million in 2001 for power purchased from Entergy Power.
(2)	Includes power purchased from Entergy Power and RS Cogen LLC in 2003 of $5.9 million and $19.1 million, respectively.
(3)	Includes power purchased from Entergy Power and RS Cogen LLC in 2003 of $5.7 million and $6.9 million, respectively.

Operating Expenses Paid or Reimbursed to Entergy Operations

	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Energy
	(In Millions)
2003	$171.4	$118.8	$121.6	$106.4
2002	$172.1	$110.1	$112.4	$97.3
2001	$141.4	$102.7	$104.6	$75.8

Intercompany Interest Income

	Entergy	Entergy	Entergy	Entergy	Entergy	System
	Arkansas	Gulf States	Louisiana	Mississippi	New Orleans	Energy
	(In Millions)
2003	$0.6	$0.4	$1.2	$0.3	$0.2	$0.1
2002	$1.0	$0.3	$0.7	$0.4	$0.2	$0.9
2001	$0.8	$0.5	$2.2	$0.5	$0.3	$6.3

NOTE 14. QUARTERLY FINANCIAL DATA (UNAUDITED) (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

The business of the domestic utility companies and System Energy is subject to seasonal fluctuations with the peak periods occurring during the third quarter. Operating results for the four quarters of 2003 and 2002 were:

Operating Revenue

	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	(In Thousands)
2003:
First Quarter	$362,749	$584,354	$462,361	$227,369	$140,907	$141,985
Second Quarter	394,884	700,635	569,580	261,899	154,065	144,764
Third Quarter	469,925	777,182	646,503	309,739	203,751	141,239
Fourth Quarter	362,112	577,566	487,126	236,353	155,293	155,832
2002:
First Quarter	$377,823	$463,904	$369,963	$191,690	$102,947	$142,330
Second Quarter	367,926	567,563	483,389	261,743	121,422	142,892
Third Quarter	474,873	648,849	528,052	316,745	157,417	156,930
Fourth Quarter	340,488	503,563	433,948	220,917	126,088	160,334

Operating Income (Loss)

	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	(In Thousands)
2003:
First Quarter	$67,130	$75,693	$89,362	$30,096	$(1,887)	$55,739
Second Quarter	92,939	99,150	91,304	44,625	17,311	54,029
Third Quarter	135,790	146,063	108,232	53,173	28,230	65,791
Fourth Quarter	1,330	(13,136)	13,325	13,753	(15,736)	62,853
2002:
First Quarter	$55,731	$74,486	$75,888	$16,928	$(1,675)	$59,940
Second Quarter	69,394	133,741	134,481	29,253	13,151	59,122
Third Quarter	138,887	125,543	108,837	50,451	19,283	65,014
Fourth Quarter	38,197	17,960	(2,564)	10,134	(13,409)	65,058

Net Income (Loss)

	Entergy Arkansas	Entergy Gulf States	Entergy Louisiana	Entergy Mississippi	Entergy New Orleans	System Energy
	(In Thousands)
2003:
First Quarter	$27,145	$11,792(a)	$43,807	$12,316	$(4,327)	$23,735
Second Quarter	47,537	(20,124)	45,713	22,350	9,580	22,820
Third Quarter	69,319	82,283	57,863	25,804	14,118	28,515
Fourth Quarter	(17,992)	(31,389)	(1,229)	6,588	(11,512)	30,933
2002:
First Quarter	$22,838	$28,038	$29,494	$5,829	$(3,940)	$26,727
Second Quarter	19,247	65,236	75,845	12,752	3,199	25,250
Third Quarter	74,664	64,489	50,063	26,213	9,307	25,640
Fourth Quarter	18,894	16,315	(10,693)	7,614	(8,796)	25,735

(a) Entergy Gulf States' net income before the cumulative effect of accounting change for the first quarter of 2003 was $33,125.

Item 2. Properties

Information regarding the registrant's properties is included in Part I. Item 1. - Business under the sections titled "Property" in this report.

Item 3. Legal Proceedings

Details of the registrant's material environmental regulation and proceedings and other regulatory proceedings and litigation that are pending or those terminated in the fourth quarter of 2003 are discussed in Part I. Item 1. - Business under the sections titled "Rate Matters", "Environmental Regulation", and "Litigation" in this report.

Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of 2003, no matters were submitted to a vote of the security holders of Entergy Corporation.

DIRECTORS AND EXECUTIVE OFFICERS OF ENTERGY CORPORATION

Directors

Information required by this item concerning directors of Entergy Corporation is set forth under the heading "Proposal 1--Election of Directors" contained in the Proxy Statement of Entergy Corporation, (the "Proxy Statement"), to be filed in connection with its Annual Meeting of Stockholders to be held May 14, 2004, ("Annual Meeting"), and is incorporated herein by reference. Information required by this item concerning officers and directors of the remaining registrants is reported in Part III of this document.

Executive Officers

Name	Age	Position	Period
J. Wayne Leonard (a)	53	Chief Executive Officer and Director of Entergy Corporation	1999-Present
		Director of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy	1998-1999
Donald C. Hintz (a)	61	President of Entergy Corporation	1999-Present
(b)		Director of Entergy Gulf States and Entergy Mississippi	1993-Present
		Director of Entergy Arkansas, Entergy Louisiana, and System Energy	1992-Present
		Director of Entergy New Orleans	1999-Present
Richard J. Smith (a)	52	Group President, Utility Operations of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans	2001-Present
		Director of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans	2001-Present
		Senior Vice President, Transition Management of Entergy Corporation	2000-2001
		President of Cinergy Resources, Inc.	1999
		Vice President Energy Services	1999
		Vice President of Finance Services Business Unit	1996-1999
Curtis L. Hebert, Jr. (a)	41	Executive Vice President, External Affairs of Entergy Corporation	2001-Present
		Chairman and Commissioner of the Federal Energy Regulatory Commission	1997-2001
C. John Wilder (a) (c)	45	Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy	1998-2004
		Executive Vice President and Chief Financial Officer of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans	1998-2002
		Director of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy	1999-2004
Joseph T. Henderson (a)	46	Senior Vice President and General Tax Counsel of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans	2001-Present
		Senior Vice President and General Tax Counsel of System Energy	2001-2003
		Vice President and General Tax Counsel of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy	1999-2001
		Associate General Tax Counsel of Shell Oil Company	1998-1999
Nathan E. Langston (a)	55	Senior Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy	2001-Present
		Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy	1998-2001
William E. Madison (a)	57	Senior Vice President - Human Resources and Administration of Entergy Corporation	2002-Present
		Senior Vice President - Human Resources and Administration of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans	2001-Present
		Senior Vice President & Chief Human Resources Officer, Avis Group Holdings, Inc. - Garden City, New York	2000-2001
		President, US Region and Vice President, Global Human Resource Strategy, E.I. DuPont de Nemours, Wilmington, Delaware	1997-2000
Robert D. Sloan (a)	56	Senior Vice President, General Counsel and Secretary of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans	2003-Present
		Vice President, General Counsel of GE Industrial Systems, Plainville, CT	1998-2003
Steven C. McNeal (a)	47	Vice President and Treasurer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy	1998-Present

(a)	In addition, this officer is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.
(b)	Mr. Hintz will retire effective April 2004.
(c)	Mr. Wilder resigned effective February 2004. Leo Denault has been named Executive Vice President and Chief Financial Officer.

Each officer of Entergy Corporation is elected yearly by the Board of Directors.

PART II

Item 5. Market for Registrants' Common Equity and Related Stockholder Matters

Entergy Corporation

The shares of Entergy Corporation's common stock are listed on the New York Stock, Chicago Stock, and Pacific Exchanges under the ticker symbol ETR.

Entergy Corporation's stock price as of February 27, 2004 was $59.29. The high and low prices of Entergy Corporation's common stock for each quarterly period in 2003 and 2002 were as follows:

	2003		2002
	High	Low	High	Low
	(In Dollars)
First	49.55	42.26	43.88	38.25
Second	54.38	45.90	46.85	41.05
Third	54.99	47.75	44.95	32.12
Fourth	57.24	51.06	46.42	36.80

Consecutive quarterly cash dividends on common stock were paid to stockholders of Entergy Corporation in 2003 and 2002. In 2003, dividends of $0.35 per share were paid in the first and second quarters, and dividends of $0.45 per share was paid in the third and fourth quarters. In 2002, dividends of $0.33 per share were paid in the first three quarters, and a dividend of $0.35 per share was paid in the fourth quarter.

As of February 27, 2004, there were 54,304 stockholders of record of Entergy Corporation.

Entergy Corporation's future ability to pay dividends is discussed in Note 8 to the consolidated financial statements. In addition to the restrictions described in Note 8, PUHCA provides that, without approval of the SEC, the unrestricted, undistributed retained earnings of any Entergy Corporation subsidiary are not available for distribution to Entergy Corporation's common stockholders until such earnings are made available to Entergy Corporation through the declaration of dividends by such subsidiaries.

Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

There is no market for the common stock of Entergy Corporation's wholly owned subsidiaries. Cash dividends on common stock paid by the domestic utility companies and System Energy to Entergy Corporation during 2003 and 2002, were as follows:

	2003	2002
	(In Millions)
Entergy Arkansas	$69.6	$125.9
Entergy Gulf States	$68.1	$91.2
Entergy Louisiana	$145.5	$271.4
Entergy Mississippi	$31.7	$27.3
Entergy New Orleans	$3.0	$0.8
System Energy	$105.0	$101.8

Information with respect to restrictions that limit the ability of the domestic utility companies and System Energy to pay dividends is presented in Note 8 to the domestic utility companies and System Energy financial statements.

Item 6. Selected Financial Data

Refer to "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC." which follow each company's financial statements in this report, for information with respect to selected financial data and certain operating statistics.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCE, INC."

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - Market and Credit Risks OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC."

Item 8. Financial Statements and Supplementary Data

Refer to "TABLE OF CONTENTS - Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc."

Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

No event that would be described in response to this item has occurred with respect to Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, or System Energy.

Item 9A. Controls and Procedures

As of December 31, 2003, evaluations were performed under the supervision and with the participation of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy (individually "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

PART III

Item 10. Directors and Executive Officers of the Registrants (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

All officers and directors listed below held the specified positions with their respective companies as of the date of filing this report, unless otherwise noted.

Name	Age		Position	Period
ENTERGY ARKANSAS, INC.
Directors
Hugh T. McDonald		45	President and Chief Executive Officer of Entergy Arkansas	2000-Present
			Director of Entergy Arkansas	2000-Present
			Senior Vice President, Retail of Entergy Services, Inc.	1999-2000
			Director, Regulatory Affairs - TX of Entergy Gulf States	1995-1999
Donald C. Hintz			See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith			See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)			See information under the Entergy Corporation Officers Section in Part I.
Officers
Theodore Bunting (a)		45	Vice President and Chief Financial Officer of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans	2002 - 2003
			Vice President and Chief Financial Officer - Operations of Entergy Services	2000 - 2002
			Director, Utility Operations of Entergy Services	1999 - 2000
			Partner with Public Energy Services, Inc.	1997 - 1999
John Thomas Kennedy		44	Vice President - State Governmental Affairs of Entergy Arkansas	2000-Present
			Attorney at Law, Russellville, Arkansas	1985-2000
Steve K. Strickland		47	Vice President - Regulatory Affairs of Entergy Arkansas	2002 - Present
			Director, Regulatory Affairs of Entergy Arkansas	1995 - 2002
Joseph T. Henderson			See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston			See information under the Entergy Corporation Officers Section in Part I.
William E. Madison			See information under the Entergy Corporation Officers Section in Part I.
Hugh T. McDonald			See information under the Entergy Arkansas Directors Section above.
Steven C. McNeal			See information under the Entergy Corporation Officers Section in Part I.
Robert D. Sloan			See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith			See information under the Entergy Corporation Officers Section in Part I.

ENTERGY GULF STATES, INC.
Directors
E. Renae Conley	46	Director of Entergy Gulf States and Entergy Louisiana	2000-Present
		President and Chief Executive Officer - LA of Entergy Gulf States and Entergy Louisiana	2000-Present
		Vice President, Investor Relations of Entergy Services	1999-2000
		President of Cincinnati Gas & Electric, (a subsidiary of Cinergy Corp.)	1998-1999
Joseph F. Domino	55	Director of Entergy Gulf States	1999-Present
		President and Chief Executive Officer - TX of Entergy Gulf States	1998-Present
Donald C. Hintz		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)		See information under the Entergy Corporation Officers Section in Part I.
Officers
Jack Blakley	49	Vice President - Regulatory Affairs, TX of Entergy Gulf States	2002 - Present
		Director - Regulatory Affairs, TX of Entergy Gulf States	1999 - 2002
		Director - System Regulatory Strategy of Entergy Services	1996 - 1999
Murphy A. Dreher	51	Vice President - State Governmental Affairs - LA of Entergy Gulf States and Entergy Louisiana	1999-Present
Randall W. Helmick (b)	49	Vice President - Operations - LA of Entergy Gulf States and Entergy Louisiana	1998-2003
J. Parker McCollough	52	Vice President - State Governmental Affairs - TX of Entergy Gulf States	1996-Present
Eduardo Melendreras	46	Vice President, Customer Service and Commercial and Industrial Accounts of Entergy Gulf States and Entergy Louisiana	2001-Present
		Director - Jurisdictional Accounts of Entergy Services	2000-2001
		Director - Large Industrial Sales & Service of Entergy Gulf States	1996-2000
Wade H. Stewart (c)	58	Vice President, Regulatory Affairs - LA of Entergy Gulf States and Entergy Louisiana	2000-2003
		Director, Regulatory Affairs - LA of Entergy Gulf States and Entergy Louisiana	1995-2000
T. Michael Twomey	38	Vice President, Regulatory Affairs - LA of Entergy Gulf States and Entergy Louisiana	2003-Present
		Assistant General Counsel - Regulatory of Entergy Services, Inc.	2002-2003
		Senior Regulatory Counsel, BellSouth Telecommunications, Inc. Atlanta, GA	2000-2002
		Partner of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP New Orleans, LA	1999-2000
Theodore Bunting		See information under the Entergy Arkansas Officers Section above.
E. Renae Conley		See information under the Entergy Gulf States Directors Section above.
Joseph F. Domino		See information under the Entergy Gulf States Directors Section above.
Joseph T. Henderson		See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston		See information under the Entergy Corporation Officers Section in Part I.
William E. Madison		See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal		See information under the Entergy Corporation Officers Section in Part I.
Robert D. Sloan		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.

ENTERGY LOUISIANA, INC.
Directors
E. Renae Conley		See information under the Entergy Gulf States Directors Section above.
Donald C. Hintz		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)		See information under the Entergy Corporation Officers Section in Part I.
Officers
Theodore Bunting		See information under the Entergy Arkansas Officers Section above.
E. Renae Conley		See information under the Entergy Gulf States Directors Section above.
Murphy A. Dreher		See information under the Entergy Gulf States Officers Section above.
Randall W. Helmick		See information under the Entergy Gulf States Officers Section above.
Joseph T. Henderson		See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston		See information under the Entergy Corporation Officers Section in Part I.
William E. Madison		See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal		See information under the Entergy Corporation Officers Section in Part I.
Eduardo Melendreras		See information under the Entergy Gulf States Officers Section above.
Robert D. Sloan		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.
Wade H. Stewart		See information under the Entergy Gulf States Officers Section above.
T. Michael Twomey		See information under the Entergy Gulf States Officers Section above.
ENTERGY MISSISSIPPI, INC.
Directors
Carolyn C. Shanks	42	President and Chief Executive Officer of Entergy Mississippi	1999-Present
		Director of Entergy Mississippi	1999-Present
		Vice President of Finance and Administration of Entergy Mississippi	1997-1999
Donald C. Hintz		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)		See information under the Entergy Corporation Officers Section in Part I.
Officers
Haley R. Fisackerly	38	Vice President - Customer Service of Entergy Mississippi	2002 - Present
		Director - System Regulatory Strategy of Entergy Services	1999 - 2002
		Governmental Affairs Executive of Entergy Services	1995 - 1999
Robert C. Grenfell	50	Vice President - Regulatory Affairs, MS of Entergy Mississippi	2002 - Present
		Director, Regulatory Affairs of Entergy Mississippi	1994 - 2002
Will L. Mayo	56	Vice President - State Governmental Affairs of Entergy Mississippi	2002 - Present
		Director - Economic Development of Entergy Mississippi	1997 - 2002
Theodore Bunting		See information under the Entergy Arkansas Officers Section above.
Joseph T. Henderson		See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston		See information under the Entergy Corporation Officers Section in Part I.
William E. Madison		See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal		See information under the Entergy Corporation Officers Section in Part I.
Carolyn C. Shanks		See information under the Entergy Mississippi Directors Section above.
Robert D. Sloan		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.

ENTERGY NEW ORLEANS, INC.
Directors
Daniel F. Packer	56	Chief Executive Officer Entergy New Orleans	1998-Present
		President of Entergy New Orleans	1997-Present
		Director of Entergy New Orleans	1996-Present
Donald C. Hintz		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)		See information under the Entergy Corporation Officers Section in Part I.
Officers
Elaine Coleman (e)	54	Vice President, External Affairs of Entergy New Orleans	1998-Present
Theodore Bunting		See information under the Entergy Arkansas Officers Section above.
Joseph T. Henderson		See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston		See information under the Entergy Corporation Officers Section in Part I.
William E. Madison		See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal		See information under the Entergy Corporation Officers Section in Part I.
Daniel F. Packer		See information under the Entergy New Orleans Directors Section above.
Robert D. Sloan		See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith		See information under the Entergy Corporation Officers Section in Part I.
SYSTEM ENERGY RESOURCES, INC.
Directors
Gary J. Taylor	50	Director, President and Chief Executive Officer of System Energy	2003-Present
		In addition, Mr. Taylor is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.
Donald C. Hintz		See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (e)		See information under the Entergy Corporation Officers Section in Part I.
Officers
William A. Eaton	54	Vice President, Engineering of System Energy	2003 - Present
		Vice President, Operations, Grand Gulf Nuclear Station of Entergy Operations, Inc.	1998 - 2003
Jeffrey S. Forbes	47	Vice President, Operations, Grand Gulf Nuclear Station of System Energy	2003 - Present
		Senior Vice President Monticello and Duane Arnold nuclear power plants, of Nuclear Management Company	2001 - 2003
		Manager of Oconee Nuclear Station, Duke Energy Company	1998 - 2001
Nathan E. Langston		See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal		See information under the Entergy Corporation Officers Section in Part I.
Gary J. Taylor		See information under the System Energy Directors Section above.
C. John Wilder (e)		See information under the Entergy Corporation Officers Section in Part I.

(a)	Effective January 2004, Theodore Bunting was named Vice President and Chief Financial Officer - Nuclear Operations. Effective January 2004, Jay A. Lewis was named Vice President and Chief Financial Officer of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(b)	Effective January 2004, Randall Helmick was named Vice President, Customer Service Support for Entergy Services, Inc.
(c)	Effective January 2004, Wade Stewart resigned from his position of Vice President, Regulatory Affairs.
(d)	C. John Wilder resigned effective February 2004. Leo Denault was named Executive Vice President and Chief Financial Officer of Entergy Corporation, and has replaced Mr. Wilder as a director for each registrant listed above. Theodore Bunting was named Vice President and Chief Financial Officer of System Energy Resources.
(e)	Elaine Coleman will retire from her position of Vice President, External Affairs in April 2004.

Each director and officer of the applicable Entergy company is elected yearly to serve by the unanimous consent of the sole stockholder, Entergy Corporation, at its annual meeting.

Corporate Governance Guidelines and Committee Charters

Each of the Audit, Corporate Governance and Personnel Committees of Entergy Corporation's Board of Directors operates under a written charter. In addition, the full Board has adopted Corporate Governance Guidelines. Each charter and the guidelines are available through Entergy's website (www.entergy.com) or upon written request.

Audit Committee of the Entergy Corporation Board

The following directors are members of the Audit Committee of Entergy Corporation's Board of Directors:

Kathleen A. Murphy (Chairman)
George W. Davis
Maureen S. Bateman
Dennis H. Reilley
Bismark A. Steinhagen
Claiborne P. Deming
Steven V. Wilkinson

All Audit Committee members are independent. For purposes of independence of members of the Audit Committee, an independent director also may not accept directly or indirectly any consulting, advisory or other compensatory fee from Entergy or be affiliated with Entergy as defined in SEC rules. All Audit Committee members possess the level of financial literacy and accounting or related financial management expertise required by the NYSE rules. Steven V. Wilkinson qualifies as an "audit committee financial expert," as that term is defined in the SEC rules.

Code of Ethics

The Board of Directors has adopted a Code of Business Conduct and Ethics for Members of the Board of Directors. The code is available through Entergy's website (www.entergy.com) or upon written request. Entergy has adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers. Entergy also operates under an omnibus code of ethics and business conduct called the Code of Entegrity. All employees are required to abide by the Code. Non-bargaining employees are required to acknowledge annually that they understand and abide by the Code. The Code of Entegrity is available through Entergy's website (www.entergy.com) or upon written request.

Source of Nominations to the Board of Directors; Nominating Procedure

The Corporate Governance Committee has adopted a policy on consideration of potential director nominees. The Committee will consider nominees from a variety of sources, including nominees suggested by shareholders, executive officers, fellow board members, or a third party firm retained for that purpose. It applies the same procedures to all nominees regardless of the source of the nomination.

Any party wishing to make a nomination should provide a written resume of the proposed candidate, detailing relevant experience and qualifications, as well as a list of references. The Committee will review the resume and may contact references. It will decide based on the resume and references whether to proceed to a more detailed investigation. If the Committee determines that a more detailed investigation of the candidate is warranted, it will invite the candidate for a personal interview, conduct a background check on the candidate, and assess the ability of the candidate to provide any special skills or characteristics identified by the Committee or the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders to be held on May 14, 2004, under the heading "Section 16(a) Beneficial Ownership Reporting Compliance", which information is incorporated herein by reference.

Item 11. Executive Compensation

ENTERGY CORPORATION

Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement under the headings "Executive Compensation Tables", "General Information About Nominees", "Director Compensation", and "Comparison of Five Year Cumulative Total Return", all of which information is incorporated herein by reference.

ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY

Summary Compensation Table

The following table includes the Chief Executive Officer, the four other most highly compensated executive officers in office as of December 31, 2003, and an additional executive officer who would have been included in the table but he retired during the year at Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy (collectively, the "Named Executive Officers"). This determination was based on total annual base salary and bonuses from all Entergy sources earned by each officer for the year 2003. See Item 10, "Directors and Executive Officers of the Registrants," for information on the principal positions of the Named Executive Officers in the table below.

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

As shown in Item 10, 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 the aggregate compensation paid by all Entergy companies.

					Long-Term Compensation
		Annual Compensation			Awards		Payouts
Name	Year	Salary	Bonus	Other Annual Comp.	Restricted Stock Awards	Securities Underlying Options	(a) LTIP Payouts	(b) All Other Comp.
E. Renae Conley	2003	$334,453	$200,000	$31,087	(c)	33,092 shares	$460,088	$15,413
CEO-Entergy Louisiana	2002	321,500	320,000	88,946	(c)	40,000	331,114	15,211
CEO-LA-Entergy Gulf States	2001	308,769	486,186	46,240	(c)	34,600	-	10,742
Joseph F. Domino	2003	$265,626	$200,765	$46,480	(c)	10,500 shares	$190,170	$11,912
CEO-TX-Entergy Gulf States	2002	255,295	210,070	63,361	(c)	22,000	153,202	13,568
	2001	245,384	292,583	48,254	(c)	14,800	-	7,150
Donald C. Hintz	2003	$660,793	$605,115	$80,295	(c)	140,000 shares	$1,748,333	$33,797
	2002	629,423	754,800	206,963	(c)	160,000	1,408,470	34,318
	2001	599,423	779,000	198,321	(c)	160,000	-	21,605
Jerry D. Jackson (e)	2003	$173,362	$96,608	$171,278	(c)	10,000 shares	$582,778	$6,444,103
	2002	491,281	513,150	19,261	(c)	75,898	627,634	17,600
	2001	475,345	576,382	19,646	(c)	80,000	-	17,378
J. Wayne Leonard	2003	$1,038,461	$1,197,800	$26,152	(c)	195,000 shares	$2,944,5600	$73,639
	2002	962,500	1,450,400	5,257	(c)	330,600	2,372,1600	20,517
	2001	897,500	1,684,800	3,709	$7,400,000(c)(d)	330,600	-	-
Hugh T. McDonald	2003	$264,201	$195,000	$32,276	(c)	21,199 shares	$190,170	$12,134
CEO-Entergy Arkansas	2002	247,373	185,000	56,295	(c)	22,000	182,854	14,867
	2001	231,335	333,078	118,502	(c)	14,800	-	18,664
Daniel F. Packer	2003	$253,628	$190,000	$58,519	(c)	8,000 shares	$190,170	$3,204
CEO-Entergy New Orleans	2002	244,776	95,000	17,705	(c)	20,000	153,202	13,469
	2001	228,209	262,881	15,410	(c)	14,800	-	7,055
Carolyn C. Shanks	2003	$263,758	$195,000	$92,825	$152,160 (c)(d)	14,000 shares	$190,170	$12,132
CEO-Entergy Mississippi	2002	252,478	200,000	77,460	(c)	20,000	153,202	14,138
	2001	241,085	287,672	17,140	(c)	14,800	-	7,206
Richard J. Smith	2003	$473,019	$380,867	$64,371	(c)	72,777 shares	$674,795	$23,128
	2002	443,269	466,200	28,862	(c)	95,000	454,664	20,699
	2001	368,269	510,000	33,604	(c)	50,000	-	12,654
Gary J. Taylor	2003	$394,615	$316,400	$78,575	(c)	26,900 shares	$539,836	$7,240
CEO-System Energy	2002	342,788	277,925	48,892	(c)	34,600	336,056	16,156
	2001	319,231	389,513	46,979	(c)	40,000	-	11,857
C. John Wilder	2003	$568,731	$461,153	$153,373	(c)	80,000 shares	$779,082	$51,614
	2002	521,923	549,080	156,683	(c)	131,366	627,634	24,459
	2001	493,128	600,000	158,059	(c)	87,700	-	16,284
Jerry W. Yelverton (e)	2003	$166,849	$91,718	$170,607	(c)	10,000 shares	$582,778	$6,323,392
CEO-System Energy	2002	464,798	658,350	180,186	(c)	85,000	627,634	28,455
	2001	443,269	540,000	145,389	(c)	65,000	-	14,697

(a)	Amounts include the value of restricted units that vested in 2003 and 2002 (see note (c) below) under Entergy's Equity Ownership Plan.
(b)	Includes the following:

(1)	2003 benefit accruals under the Defined Contribution Restoration Plan as follows: Ms. Conley $6,504; Mr. Domino $2,912; Mr. Hintz $24,797; Mr. Jackson $1,847; Mr. Leonard $64,639; Mr. McDonald $3,134; Mr. Packer $3,204; Ms. Shanks $3,132; Mr. Smith $14,128; Mr. Taylor $3,731; Mr. Wilder $42,614; and Mr. Yelverton $1,318.
(2)	2003 employer contributions to the System Savings Plan as follows: Ms. Conley $8,909; Mr. Domino $9,000; Mr. Hintz $9,000; Mr. Leonard $9,000; Mr. McDonald $9,000; Ms. Shanks $9,000; Mr. Smith $9,000; Mr. Taylor $3,509; Mr. Wilder $9,000; and Mr. Yelverton $5,697.
(3)	2003 lump sum distributions under the System Executive Retirement Plan as follows: Mr. Jackson $6,442,256 and Mr. Yelverton $6,316,377.

(c)	Performance unit (equivalent to shares of Entergy common stock) awards in 2003 are reported under the "Long-Term Incentive Plan Awards" table, and reference is made to this table for information on the aggregate number of performance units awarded during 2003 and the vesting schedule for such units. At December 31, 2003, the number and value of the aggregate performance unit holdings were as follows: Ms. Conley 21,600 units, $1,234,008; Mr. Domino 10,200 units, $582,726; Mr. Hintz 87,400 units, $4,993,162; Mr. Jackson 9,000 units, $514,170; Mr. Leonard 194,400 units, $11,106,072; Mr. McDonald 10,200 units, $582,726; Mr. Packer 10,200 units, $582,726; Ms. Shanks 13,200 units, $754,116; Mr. Smith 42,000 units, $2,399,460; Mr. Taylor 37,800 units, $2,159,514; Mr. Wilder 42,000 units, $2,399,460; and Mr. Yelverton 9,000 units, $514,170. Accumulated dividends are paid on performance units when vested. The value of performance unit holdings as of December 31, 2003 is determined by multiplying the total number of units held by the closing market price of Entergy common stock on the New York Stock Exchange Composite Transactions on December 31, 2003 ($57.13 per share). The value of units for which restrictions were lifted in 2003 and 2002, and the applicable portion of accumulated cash dividends, are reported in the LTIP payouts column in the above table.
(d)	In addition to the performance units granted under the Equity Ownership Plan, in January 2001, Mr. Leonard was granted 200,000 restricted units. 50,000 of the restricted units vest on each of December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004, based on continued service with Entergy. Accumulated dividends will not be paid on Mr. Leonard's restricted units when vested. Ms. Shanks was granted 3,000 restricted units in 2003. Restrictions will be lifted on 1,200 units in 2006 and the remaining 1,800 units in 2011, based on continued service with Entergy. Accumulated dividends will not be paid. The value these individuals may realize is dependent upon both the number of units that vest and the future market price of Entergy common stock.
(e)	Mr. Jackson and Mr. Yelverton retired in 2003.

Option Grants in 2003

The following table summarizes option grants during 2003 to the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options were granted to such officer.

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

					Potential Realizable
	Individual Grants				Value
	Number of	% of Total			at Assumed Annual
	Securities	Options			Rates of Stock
	Underlying	Granted to	Exercise		Price Appreciation
	Options	Employees	Price (per	Expiration	for Option Term(b)
Name	Granted (a)	in 2003	share) (a)	Date	5%	10%
E. Renae Conley	24,000	0.8%	$44.45	1/30/13	$670,905	$1,700,204
	9,092 (c)	0.3%	51.50	1/27/10	174,011	399,833
Joseph F. Domino	10,500	0.4%	44.45	1/30/13	293,521	743,839
Donald C. Hintz	80,000	2.7%	44.45	1/30/13	2,236,349	5,667,348
	20,000 (c)	0.7%	48.74	1/27/10	377,905	873,916
	20,000 (c)	0.7%	48.65	1/27/10	377,027	871,821
	20,000 (c)	0.7%	48.65	1/27/10	376,125	869,414
Jerry D. Jackson	10,000	0.3%	44.45	1/30/13	279,544	708,419
J. Wayne Leonard	195,000	6.6%	44.45	1/30/13	5,451,101	13,814,161
Hugh T. McDonald	12,000	0.4%	44.45	1/30/13	335,452	850,102
	9,199 (c)	0.3%	45.50	1/27/10	168,037	390,725
Daniel F. Packer	8,000	0.3%	44.45	1/30/13	223,635	566,735
Carolyn C. Shanks	14,000	0.5%	44.45	1/30/13	391,361	991,786
Richard J. Smith	50,000	1.7%	44.45	1/30/13	1,397,718	3,542,093
	7,560 (c)	0.3%	51.50	8/30/09	133,390	302,926
	7,577 (c)	0.3%	51.50	1/27/10	144,801	332,642
	7,640 (c)	0.3%	51.50	1/25/11	172,297	406,413
Gary J. Taylor	26,900	0.9%	44.45	1/30/13	751,972	1,905,646
C. John Wilder	60,000	2.0%	44.45	1/30/13	1,677,262	4,250,511
	1,689 (c)	0.1%	52.45	1/28/09	26,950	60,249
	13,056 (c)	0.4%	52.45	1/27/10	252,857	580,444
	5,255 (c)	0.2%	52.45	1/25/11	120,538	284,260
Jerry W. Yelverton	10,000	0.3%	44.45	1/30/13	279,544	708,419

(a)	Options were granted on January 30, 2003, pursuant to the Equity Ownership Plan. All options granted on this datehave an exercise price equal to the closing price of Entergy common stock on the New York Stock Exchange Composite Transactions on January 30, 2003. These options will vest in equal increments, annually, over a three-year period beginning in 2004.
(b)	Calculation based on the market price of the underlying securities assuming the market price increases over the 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.
(c)	During 2003, Ms. Conley, Mr. Hintz, Mr. McDonald, Mr. Smith and Mr. Wilder converted presently exercisable stock options into an equivalent total of phantom stock units and reload stock options. They accomplished this by exercising stock options, paying the exercise price for these options by surrendering shares of Entergy stock, and deferring the taxable gain into phantom stock units. Additional options, as indicated above, were granted pursuant to the reload feature of this "stock for stock" exercise method. Under the reload mechanism, eligible participants are granted an additional number of options equal to the number of shares surrendered to pay the exercise price. The reloaded stock options vest immediately and have an exercise price equal to the price of Entergy common stock on the New York Stock Exchange Composite Transactions on the date of exercise of the original options. The reloaded options retain the original grant's expiration date. The reload feature was removed from the Equity Ownership Plan as approved by the Stockholders in May 2003. Reloads are no longer available for options granted after February 13, 2003.

Aggregated Option Exercises in 2003 and December 31, 2003 Option Values

The following table summarizes 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 Underlying		Value of Unexercised
			Unexercised Options		In-the-Money Options
	Shares Acquired	Value	as of December 31, 2003		as of December 31, 2003 (b)
Name	on Exercise	Realized (a)	Exercisable	Unexercisable	Exercisable	Unexercisable
E. Renae Conley	20,000	$570,000	52,991	62,201	$939,374	$948,238
Joseph F. Domino	21,500	614,000	30,686	30,101	678,569	458,920
Donald C. Hintz	171,912	4,206,564	477,587	280,001	10,514,314	4,802,652
Jerry D. Jackson	219,296	2,754,258	28,031	-	324,371	-
J. Wayne Leonard	-	-	916,200	525,600	24,355,606	8,093,902
Hugh T. McDonald	31,101	715,185	26,398	31,601	418,808	477,940
Daniel F. Packer	6,667	146,807	16,532	26,268	301,526	406,638
Carolyn C. Shanks	-	-	23,199	32,268	529,070	482,718
Richard J. Smith	40,108	905,791	93,871	113,334	1,238,675	1,690,045
Gary J. Taylor	34,600	1,017,886	38,199	63,301	714,856	965,660
C. John Wilder	39,561	1,041,151	143,963	147,701	2,128,329	2,252,011
Jerry W. Yelverton	147,968	1,691,998	10,000	-	126,800	-

(a)	Based on the difference between the closing price of Entergy'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's common stock on the New York Stock Exchange Composite Transactions on December 31, 2003, and the option exercise price.

Long-Term Incentive Plan Awards in 2003

The following table summarizes the awards of performance units (equivalent to shares of Entergy common stock) granted under the Equity Ownership Plan in 2003 to the Named Executive Officers.

			Estimated Future Payouts Under Non-Stock Price-Based Plans (# of units) (a) (b)
Name	Number of Units	Performance Period Until Maturation or Payout	Threshold	Target	Maximum
E. Renae Conley	11,600	1/1/03-12/31/05	1,500	5,800	11,600
Joseph F. Domino	6,000	1/1/03-12/31/05	800	3,000	6,000
Donald C. Hintz	49,400	1/1/03-12/31/05	6,200	24,700	49,400
Jerry D. Jackson	2,000	1/1/03-12/31/05	300	1,042	2,000
J. Wayne Leonard	80,400	1/1/03-12/31/05	10,100	40,200	80,400
Hugh T. McDonald	6,000	1/1/03-12/31/05	800	3,000	6,000
Daniel F. Packer	6,000	1/1/03-12/31/05	800	3,000	6,000
Carolyn C. Shanks	6,000	1/1/03-12/31/05	800	3,000	6,000
Richard J. Smith	25,000	1/1/03-12/31/05	3,200	12,500	25,000
Gary J. Taylor	23,800	1/1/03-12/31/05	3,000	11,942	23,800
C. John Wilder	25,000	1/1/03-12/31/05	3,200	12,500	25,000
Jerry W. Yelverton	2,000	1/1/03-12/31/05	300	1,042	2,000

(a)

Performance 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 the number of units that vest, the future market price of Entergy common stock, and the dividends paid during the performance period.

(b)

The threshold, target, and maximum levels correspond to the achievement of 25%, 100%, and 200%, 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

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

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	$52,500
200,000	45,000	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
750,000	168,750	225,000	281,250	337,500	393,750
1,000,000	225,000	300,000	375,000	450,000	525,000
1,250,000	281,250	375,000	468,750	562,500	656,250

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, 2003, 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, 2003, for the following Named Executive Officers is as follows: Mr. Domino 30; Mr. Leonard 5; Mr. McDonald 20; Mr. Packer 21; and Ms. Shanks 18. The credited years of service under the Retirement Income Plan, as of December 31, 2003 for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, is as follows: Ms. Conley 21; Mr. Hintz 32; Mr. Smith 27; Mr. Taylor 22; and Mr. Wilder 20. Mr. Jackson and Mr. Yelverton retired in 2003 with 23 years of service.

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, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy 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, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy participate in the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries and the Post-Retirement Plan of Entergy Corporation and Subsidiaries. Participation is limited to one of these two plans and is at the invitation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy. The participant may receive from the appropriate Entergy company a monthly benefit payment not in excess of .025 (under the Supplemental Retirement Plan) or .0333 (under the Post-Retirement Plan) times the participant's average base annual salary (as defined in the plans) for a maximum of 120 months. Mr. Hintz, Mr. Packer and Mr. Yelverton have entered into a Supplemental Retirement Plan participation contract, and Mr. Jackson has entered into a Post-Re tirement Plan participation contract. 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	10	15	20	25	30+
$250,000	$75,000	$112,500	$125,000	$137,500	$150,000
500,000	150,000	225,000	250,000	275,000	300,000
750,000	225,000	337,500	375,000	412,500	450,000
1,000,000	300,000	450,000	500,000	550,000	600,000
1,250,000	375,000	562,500	625,000	687,500	750,000
1,500,000	450,000	675,000	750,000	825,000	900,000
2,000,000	600,000	900,000	1,000,000	1,100,000	1,200,000

(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. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy 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. Leonard). Participating executives choose, at retirement, between the retirement benefits paid under provisions of the SERP or those payable under the Supplemental Retirement Plan or the Post-Retirement Plan 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 replac ement 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 Named Executive Officers (other than Ms. Conley, Mr. Smith, Mr. Taylor, and Mr. Wilder) disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table". Ms. Conley, Mr. Smith, Mr. Taylor, and Mr. Wilder have 4 years, 4 years, 13 years, and 5 years, respectively, of credited service under this plan. Mr. Jackson and Mr. Yelverton retired in 2003 with 30 years of credited service under the 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, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy or any affiliate thereof. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, certain resignations of employment, or certain terminations of employment without Company permission.

Compensation of Directors

For information regarding compensation of the directors of Entergy Corporation, see the Proxy Statement under the heading "Director Compensation", which information is incorporated herein by reference. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy currently have no non-employee directors, and none of the current directors of these companiesare compensated for their responsibilities as director.

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.

Executive Retention and Employment Agreements and Change-in-Control Arrangements

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

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).

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 Mr. Leonard's death or disability:

• 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;

• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;

• 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;

• he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and

• 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. The amounts payable under the agreement will be funded in a rabbi trust.

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:

• 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;

• 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;

• 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;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term;

• 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

• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

Retention Agreement with Mr. Jackson - Mr. Jackson retired from full-time active employment on March 31, 2003. The retention agreement with Mr. Jackson provides that upon retirement in accordance with the agreement, Mr. Jackson: (a) will be entitled to a subsidized retirement benefit equal to the applicable nonqualified retirement benefit payable to Mr. Jackson without reduction for early retirement ("Subsidized Retirement Benefit"); and (b) may enter into a consulting arrangement with Entergy through March 31, 2005, under terms and conditions set forth in the agreement. Mr. Jackson is entitled to certain benefits, as described in the agreement, in the event of a change in control (as defined in the System Executive Continuity Plan) after which Entergy or its successor company fails to honor Mr. Jackson's consulting arrangement.

Employment Agreement with Ms. Shanks - The employment agreement with Ms. Shanks provides for her continued employment until 2011. During this period, Ms. Shanks will continue to participate in all executive plans, programs, and arrangements for which she is eligible. In October of 2011, Ms. Shanks will become a special project coordinator of Entergy Mississippi or another Entergy System company until 2016. During her tenure as special project coordinator, Ms. Shanks will continue to receive her same rate of annual base salary in effect immediately prior to her assumption of this post, but will forfeit an amount sufficient to fund this salary from amounts that would otherwise be credited to her non-qualified deferral accounts. Commencing in October of 2016, Ms. Shanks will be eligible to retire with all of the post-retirement compensation and benefits for which she is eligible.

During the term of the agreement, Ms. Shanks may resign, or Entergy may terminate her for "cause," as defined in the agreement. In either of those events, Ms. Shanks is due no additional compensation or benefits under the agreement. If there is a "change in control" before October of 2011, she remains eligible for benefits under the System Executive Continuity Plan. If the change in control occurs while Ms. Shanks is a special project coordinator, and Entergy's obligations under this agreement are breached, she receives:

• a cash payment equal to her remaining unpaid base salary;

• all other benefits to which she would be entitled had she remained employed until the conclusion of the term of the agreement; and

• all legal fees and expenses incurred in disputing in good faith any term of the agreement.

Retention agreement with Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on the each of the first three anniversaries of the date on which a Merger is completed, 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 three years after completion (a) by Mr. Smith for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to the unpaid installments, if any, of the retention payments described above;

• he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term;

• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

Retention Agreement with Mr. Wilder - Mr. Wilder voluntarily resigned from Entergy employment effective February 20, 2004. The retention agreement Mr. Wilder previously entered into with Entergy provides, among other things, for payments to be made to him upon termination of employment in certain circumstances in connection with a Merger or otherwise, subject to the terms and conditions of the agreement. In certain circumstances, Mr. Wilder would be entitled to a lump sum cash severance payment equal to three times the sum of his base salary and target annual incentive award and a "gross-up" payment in respect of any excise taxes he might incur. In other circumstances, as a substitute for the above payment, Mr. Wilder (or his beneficiaries) would be entitled to a lump sum cash severance payment equal to four times (in limited circumstances, three times) the sum of his base salary and maximum annual incentive award (in limited circumstances, his target annual incentive award), a pro rata annual incentive award, additional years of credited service under Entergy's supplemental retirement plan, immediate vesting of equity awards, the opportunity to continue to be employed in a special projec t coordinator position, and a "gross-up" payment in respect of any excise taxes he might incur.

Retention Agreement with Mr. Yelverton - The retention agreement with Mr. Yelverton provides that he will be paid cash retention payments of $680,000 on each of the first three anniversaries 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 three years after completion (a) by Mr. Yelverton for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Yelverton's death or disability:

• Entergy will pay him a lump sum cash severance payment equal to the remaining unpaid portion of the cash retention payments;

• he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals;

• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and

• Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.

System Executive Continuity Plan - Ms. Conley, Mr. Domino, Mr. McDonald, Mr. Packer, Ms. Shanks, and Mr. Taylor 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 a participant's employment is involuntarily terminated without cause or if a participant terminates for good reason during the change in control period, the participant will be entitled to:

• a cash severance payment equal to 1-3 times (depending on the participant's System Management Level) base annual salary and target award payable over a continuation period of 1-3 years (depending on the participant's System Management Level);

• continued medical and dental insurance coverage for the continuation period (subject to offset for any similar coverage provided by the participant's new employer);

• immediate vesting of performance awards, based upon an assumed achievement of applicable performance targets; and

• payment of a "gross-up" payment in respect of any excise taxes the participant might incur.

Participants in the Continuity Plan are subject to post-employment restrictive covenants, including noncompetition provisions, which run for two years for executive officers, but extend to three years if permissible under applicable law.

Personnel Committee Interlocks and Insider Participation

The compensation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy executive officers was set by the Personnel Committee of Entergy Corporation's Board of Directors, composed solely of Directors of Entergy Corporation.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Entergy Corporation owns 100% of the outstanding common stock of registrants Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy. The information with respect to persons known by Entergy Corporation to be beneficial owners of more than 5% of Entergy Corporation's outstanding common stock is included under the heading "Stockholders Who Own at Least Five Percent" in the Proxy Statement, which information is incorporated herein by reference. The registrants know of no contractual arrangements that may, at a subsequent date, result in a change in control of any of the registrants.

As of December 31, 2003, the directors, the Named Executive Officers, and the directors and officers as a group for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, respectively, beneficially owned directly or indirectly common stock of Entergy Corporation as indicated:

	Entergy Corporation Common Stock
	Amount of Nature of Beneficial Ownership (a)
Name	Sole Voting and Investment Power	Other Beneficial Ownership(b)	Entergy Corporation Stock Equivalent Units (c)
Entergy Corporation
Maureen S. Bateman*	2,100	-	2,400
W. Frank Blount*	8,784	-	12,800
George W. Davis*	3,300	-	4,000
Simon D. deBree*	1,008	-	1,600
Claiborne P. Deming*	1,100	-	800
Frank F. Gallaher**	8,952	-	12,078
Alexis Herman*	300	-	-
Donald C. Hintz**	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard***	13,268	1,201,600	50,588
Robert v.d. Luft*	23,872	312,666	8,800
Kathleen A. Murphy* (e)	2,100	1,000	2,400
Paul W. Murrill* (d)	2,826	-	13,600
James R. Nichols*	11,616	-	13,600
William A. Percy, II*	2,350	-	2,400
Dennis H. Reilley* (d)	600	-	3,200
Richard J. Smith**	786	150,538	48,675
Wm. Clifford Smith*	12,248	-	16,000
Bismark A. Steinhagen* (e)	8,824	2,623	23,200
Gary J. Taylor**	1,161	72,032	11,720
C. John Wilder**	1,021	222,430	172,368
Steven V. Wilkinson*	50	-	-
All directors and executive
officers	128,471	2,985,683	671,007

	Entergy Corporation Common Stock
	Amount of Nature of Beneficial Ownership (a)
Name	Sole Voting and Investment Power	Other Beneficial Ownership(b)	Entergy Corporation Stock Equivalent Units (c)
Entergy Arkansas
Donald C Hintz***	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard**	13,268	1,201,600	50,588
Hugh T. McDonald***	4,436	42,665	25,110
Richard J. Smith***	786	150,538	48,675
C. John Wilder***	1,021	222,430	172,368
All directors and executive
officers	46,952	2,602,814	545,262
Entergy Gulf States
E. Renae Conley***	1,659	85,858	37,730
Joseph F. Domino***	12,373	46,453	21,316
Donald C. Hintz***	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard**	13,268	1,201,600	50,588
Richard J. Smith***	786	150,538	48,675
C. John Wilder***	1,021	222,430	172,368
All directors and executive
officers	71,489	2,782,341	581,360
Entergy Louisiana
E. Renae Conley***	1,659	85,858	37,730
Donald C. Hintz***	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard**	13,268	1,201,600	50,588
Richard J. Smith***	786	150,538	48,675
C. John Wilder***	1,021	222,430	172,368
All directors and executive
officers	54,663	2,709,622	559,761
Entergy Mississippi
Donald C. Hintz***	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard**	13,268	1,201,600	50,588
Carolyn C. Shanks***	4,694	39,466	11,025
Richard J. Smith***	786	150,538	48,675
C. John Wilder***	1,021	222,430	172,368
All directors and executive
officers	52,198	2,606,215	531,172

	Entergy Corporation Common Stock
	Amount of Nature of Beneficial Ownership (a)
Name	Sole Voting and Investment Power	Other Beneficial Ownership(b)	Entergy Corporation Stock Equivalent Units (c)
Entergy New Orleans
Donald C. Hintz***	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard**	13,268	1,201,600	50,588
Daniel F. Packer***	4,178	30,799	4,727
Richard J. Smith***	786	150,538	48,675
C. John Wilder***	1,021	222,430	172,368
All directors and executive
officers	44,530	2,563,615	524,874
System Energy
Donald C. Hintz***	4,381	650,920	171,580
Jerry D. Jackson**	-	28,031	-
J. Wayne Leonard**	13,268	1,201,600	50,588
Richard J. Smith**	786	150,538	48,675
Gary J. Taylor***	1,161	72,032	11,720
C. John Wilder***	1,021	222,430	172,368
Jerry W. Yelverton**	-	10,000	-
All directors and executive
officers	42,085	2,500,333	492,417

*	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)	Other Beneficial Ownership includes, for the Named Executive Officers, shares of Entergy Corporation common stock that may be acquired within 60 days after December 31, 2003, in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan.
(c)	Represents the balances of stock equivalent units each executive holds under the Executive Annual Incentive Plan Deferral Program, Defined Contribution Restoration Plan, and the Executive Deferred Compensation Plan. These units will be paid out in a combination of Entergy Corporation Common Stock and cash based on the value of Entergy Corporation Common Stock on the date of payout. The deferral period is determined by the individual and is at least two years from the award of the bonus. For directors of Entergy Corporation the stock equivalent units are part of the Service Award for Directors. All non-employee directors are credited with 800 units for each year of service on the Board.
(d)	Dr. Murrill and Mr. Reilley have deferred receipt of an additional 5,100 shares and 2,100 shares, respectively.
(e)	Includes 1,000 shares in which Ms. Murphy has joint ownership and 2,623 shares for Mr. Steinhagen that are in his wife's name.

Equity Compensation Plan Information

Entergy has two plans that grant stock options, equity awards, and incentive awards to key employees of the Entergy subsidiaries. The Equity Ownership Plan is a shareholder-approved stock-based compensation plan. The Equity Awards Plan is a Board-approved stock-based compensation plan. The following table summarizes information about Entergy's stock options awarded under these plans as of December 31, 2003.

Plan	Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted Average Exercise Price	Number of Securities Remaining Available for Future Issuance (a)
Equity compensation plans approved by security holders	4,003,462	$38.41	7,786,150
Equity compensation plans not approved by security holders	11,425,921	38.72	- -
Total	15,429,383	$38.64	7,786,150

(a) Effective upon the May 9, 2003 stockholder re-approval of the Equity Ownership Plan, the Board directed that no further awards be issued under the Equity Awards Plan. As of May 9, 2003, 4,076,628 shares were available for issuance under the Equity Awards Plan.

Entergy shareholders have also approved the "Stock Plan for Outside Directors." This plan grants non-employee members of the Board 600 shares of Entergy common stock in each year of service on the Board, paid in quarterly installments.

Item 13. Certain Relationships and Related Transactions

During 2003, T. Baker Smith & Son, Inc. performed land-surveying services for, and received payments of approximately $390,689 from Entergy companies. Mr. Wm. Clifford Smith, a director of Entergy Corporation, is Chairman of the Board of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc.

See Item 10, "Directors and Executive Officers of the Registrants," for information on certain relationships and transactions required to be reported under this item.

Other than as provided under applicable corporate laws, Entergy does not have policies whereby transactions involving executive officers and directors are approved by a majority of disinterested directors. However, pursuant to the Entergy Corporation Code of Conduct, transactions involving an Entergy company and its executive officers must have prior approval by the next higher reporting level of that individual, and transactions involving an Entergy company and its directors must be reported to the secretary of the appropriate Entergy company. Also, Entergy's Corporate Governance Guidelines require directors to obtain the approval of the Corporate Governance Committee to participate in a transaction to which Entergy is a party where the director has a direct or indirect financial or personal interest.

Item 14. Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy for the years ended December 31, 2003 and 2002 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting were as follows:

	2003	2002
Entergy Corporation (consolidated)
Audit Fees	$3,244,750	$3,043,100
Audit-Related Fees (a)	690,665	392,021
Total audit and audit-related fees	3,935,415	3,435,121
Tax Fees (b)	119,802	128,029
All Other Fees (c)	5,000	35,751
Total Fees (d)	$4,060,217	$3,598,901
Entergy Arkansas
Audit Fees	$402,200	$270,450
Audit-Related Fees (a)	68,963	-
Total audit and audit-related fees	471,163	270,450
Tax Fees	-	-
All Other Fees (c)	-	5,691
Total Fees (d)	$471,163	$276,141
Entergy Gulf States
Audit Fees	$432,050	$255,000
Audit-Related Fees (a)	79,026	-
Total audit and audit-related fees	511,076	255,000
Tax Fees	-	-
All Other Fees	-	-
Total Fees (d)	$511,076	$255,000
Entergy Louisiana
Audit Fees	$355,800	$270,000
Audit-Related Fees (a)	69,617	-
Total audit and audit-related fees	425,417	270,000
Tax Fees	-	-
All Other Fees	-	-
Total Fees (d)	$425,417	$270,000

	2003	2002
Entergy Mississippi
Audit Fees	$413,300	$267,650
Audit-Related Fees (a)	53,204	-
Total audit and audit-related fees	466,504	267,650
Tax Fees	-	-
All Other Fees	-	-
Total Fees (d)	$466,504	$267,650
Entergy New Orleans
Audit Fees	$365,800	$256,500
Audit-Related Fees (a)	147,855	85,114
Total audit and audit-related fees	513,655	341,614
Tax Fees	-	-
All Other Fees (c)	-	30,060
Total Fees (d)	$513,655	$371,674
System Energy
Audit Fees	$350,200	$225,350
Audit-Related Fees (a)	8,800	-
Total audit and audit-related fees	359,000	225,350
Tax Fees	-	-
All Other Fees	-	-
Total Fees (d)	$359,000	$225,350

(a)	Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.
(b)	Includes fees for tax return review and tax compliance assistance.
(c)	Includes fees for assistance on regulatory matters. During 2003 the fees for other services were approved under the de minimus provision.
(d)	100% of fees paid in 2003 and approximately 90% of fees paid in 2002 were pre-approved by the Entergy Corporation Audit Committee.

Entergy Audit Committee Guidelines for Pre-approval of Independent Auditor Services

The Audit Committee has adopted the following guidelines regarding the engagement of Entergy's independent auditor to perform services for Entergy:

1.	The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit related services, tax services, and all other services).
2.	For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC's rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor: Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee. All other services should only be provided by the independent auditor if it is the only qualified provider of that service or if the Audit Committee specifically requests the service.
3.	The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.
4.	To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.
5.	The Vice President, Risk Management and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)1.	Financial Statements and Independent Auditors' Reports for Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Table of Contents.
(a)2.	Financial Statement Schedules Independent Auditor's Report on Financial Statement Schedules (see page 368) Financial Statement Schedules are listed in the Index to Financial Statement Schedules (see page S-1)
(a)3.	Exhibits Exhibits for Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Exhibit Index (see page E-1). Each management contract or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index.
(b)	Reports on Form 8-K
	Entergy Corporation
	A Current Report on Form 8-K, dated January 20, 2004, was filed with the SEC on January 20, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits," Item 9. "Regulation FD Disclosure," and Item 12. "Results of Operations and Financial Condition."
	Entergy Corporation
	A Current Report on Form 8-K, dated February 2, 2004, was filed with the SEC on February 2, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure."
	Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana , Entergy Mississippi, and Entergy New Orleans
	A Current Report on Form 8-K, dated February 12, 2004, was filed with the SEC on February 12, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure."
	Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana , Entergy Mississippi, and Entergy New Orleans
	A Current Report on Form 8-K, dated February 16, 2004, was filed with the SEC on February 17, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits," Item 9. "Regulation FD Disclosure," and Item 12. "Results of Operations and Financial Condition."
	Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana , Entergy Mississippi, Entergy New Orleans, and System Energy
	A Current Report on Form 8-K, dated February 20, 2004, was filed with the SEC on February 23, 2004, reporting information under Item 5. "Other Events" and Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits."

ENTERGY CORPORATION

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

ENTERGY CORPORATION


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

J. Wayne Leonard (Chief Executive Officer and Director; Principal Executive Officer); Robert v.d. Luft (Chairman of the Board and Director); Leo P. Denault (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman, W. Frank Blount, George W. Davis, Simon deBee, Claiborne P. Deming, Alexis M. Herman, Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith, Bismark A. Steinhagen, and Steven V. Wilkinson (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

ENTERGY ARKANSAS, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

ENTERGY ARKANSAS, INC.


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

Hugh T. McDonald (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

ENTERGY GULF STATES, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

ENTERGY GULF STATES, INC.


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

Joseph F. Domino (Chairman of the Board, President, Chief Executive Officer-Texas, and Director; Principal Executive Officer); E. Renae Conley (President, Chief Executive Officer-Louisiana, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

ENTERGY LOUISIANA, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

ENTERGY LOUISIANA, INC.


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

E. Renae Conley (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

ENTERGY MISSISSIPPI, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

ENTERGY MISSISSIPPI, INC.


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

Carolyn C. Shanks (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

ENTERGY NEW ORLEANS, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

ENTERGY NEW ORLEANS, INC.


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

Daniel F. Packer (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

SYSTEM ENERGY RESOURCES, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

SYSTEM ENERGY RESOURCES, INC.


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

Date: March 9, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.

Signature	Title	Date
/s/ Nathan E. Langston Nathan E. Langston	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 9, 2004

Gary J. Taylor (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Theodore H. Bunting, Jr. (Vice President, Chief Financial Officer - Nuclear Operations; Principal Financial Officer); Donald C. Hintz and Leo P. Denault (Directors).

By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact) March 9, 2004

EXHIBIT 23(a)

INDEPENDENT AUDITORS' CONSENTS

We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement No. 33-54298 of Entergy Corporation on Form S-4, Registration Statements No. 333-02503 and 333-22007 of Entergy Corporation ("Corporation") on Form S-3 and Registration Statements No. 333-98179, 333-90914, 333-75097, 333-55692, and 333-68950 of the Corporation on Form S-8 of our reports dated March 9, 2004, which reports include an explanatory paragraph regarding the Corporation's change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, the change in 2002 in the method of accounting for goodwill and intangible assets, and the change in 2001 in the method of accounting for derivative instruments; appearing in this Annual Report on Form 10-K of the Corporation for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statements No. 33-50289, 333-00103, 333-05045, and 333-109453 of Entergy Arkansas, Inc. on Form S-3 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding Entergy Arkansas, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statements No. 33-49739, 33-51181, 333-60957 and 333-109923 of Entergy Gulf States, Inc. on Form S-3 and Registration Statement No. 333-17911 of Entergy Gulf States, Inc. on Form S-2 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding Entergy Gulf States, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of Entergy Gulf States, Inc. for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statements No. 33-46085, 33-39221, 33-50937, 333-00105, 333-01329, 333-03567 and 333-93683 of Entergy Louisiana, Inc. on Form S-3 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding Entergy Louisiana, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of Entergy Louisiana, Inc. for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statements No. 33-53004, 33-55826, and 333-110675 of Entergy Mississippi, Inc. on Form S-3 of our report dated March 9, 2004, appearing in this Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statements No. 33-57926, 333-00255 and 333-95599 of Entergy New Orleans, Inc. on Form S-3 of our report dated March 9, 2004, appearing in this Annual Report on Form 10-K of Entergy New Orleans, Inc. for the year ended December 31, 2003.

We consent to the incorporation by reference in Registration Statements No. 33-47662, 33-61189, and 333-06717 of System Energy Resources, Inc. on Form S-3 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding System Energy Resources, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2003.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 10, 2004

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Entergy Corporation:

We have audited the consolidated financial statements of Entergy Corporation and we have also audited the financial statements of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (the Companies), as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our reports thereon dated March 5, 2004. Our report on the consolidated financial statements of the Corporation includes an explanatory paragraph regarding its change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, its change in 2002 in the method of accounting for goodwill and intangible assets, and its change in 2001 in the method of accounting for derivative instruments. Our reports on the financial statements of Entergy Arkansas, Inc., Entergy Gulf States, Inc., and Entergy Louisiana, Inc.'s each include an explanatory paragraph regarding their change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities. The financial statements described above, and our respective reports thereon are included elsewhere in this 2003 Annual Report to Shareholders. Our audits also included the consolidated financial statement schedules of Entergy Corporation and the financial statement schedules of Entergy Arka nsas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., listed in Item 15. These financial statements and financial statement schedules are the responsibility of the Corporation's and the respective Companies' managements. Our responsibility is to express our opinions on the financial statements and financial statement schedules based on our audits. (We did not audit the financial statements of Entergy-Koch, LP for the year ended December 31, 2003, the Corporation's investment in which is accounted for by the use of the equity method. The Corporation's equity in earnings of unconsolidated equity affiliates for the year ended December 31, 2003 includes $180,110,000 for Entergy Koch, LP, which earnings were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amount audited by other auditors included for such company, is based solely on the report of such other auditors.) In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 9, 2004

INDEX TO FINANCIAL STATEMENT SCHEDULES

Schedule		Page
I	Financial Statements of Entergy Corporation:
	Statements of Income - For the Years Ended December 31, 2003, 2002, and 2001	S-2
	Statements of Cash Flows - For the Years Ended December 31, 2003, 2002, and 2001	S-3
	Balance Sheets, December 31, 2003 and 2002	S-4
	Statements of Retained Earnings, Comprehensive Income, and Paid-In Capital for the Years Ended December 31, 2003, 2002, and 2001	S-5
II	Valuation and Qualifying Accounts 2003, 2002 and 2001:
	Entergy Corporation and Subsidiaries	S-6
	Entergy Arkansas, Inc.	S-7
	Entergy Gulf States, Inc.	S-8
	Entergy Louisiana, Inc.	S-9
	Entergy Mississippi, Inc.	S-10
	Entergy New Orleans, Inc.	S-11

Schedules other than those listed above are omitted because they are not required, not applicable, or the required information is shown in the financial statements or notes thereto.

Columns have been omitted from schedules filed because the information is not applicable.

                          ENTERGY CORPORATION

         SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                          STATEMENTS OF INCOME

                                        For the Years Ended December 31,
                                            2003       2002       2001
                                                   (In Thousands)

Income:
  Equity in income of subsidiaries         $948,856   $629,367   $801,155
  Interest on temporary investments          36,400     46,964     18,889
                                           --------   --------   --------
        Total                               985,256    676,331    820,044
                                           --------   --------   --------

Expenses and Other Deductions:
  Administrative and general expenses         2,425     41,126     45,525
  Income taxes (credit)                      (4,574)     6,948      9,787
  Taxes other than income                       753        588        825
  Interest                                   59,709     28,309     37,711
                                           --------   --------   --------
        Total                                58,313     76,971     93,848
                                           --------   --------   --------

Net Income                                 $926,943   $599,360   $726,196
                                           ========   ========   ========
See Entergy Corporation and Subsidiaries Notes to Financial
Statements in Part II, Item 8.




                          ENTERGY CORPORATION

        SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                         STATEMENTS OF CASH FLOWS

                                                                   Year to Date December 31,
                                                                  2003      2002       2001
                                                                       (In Thousands)
Operating Activities:
  Net income                                                    $926,943  $599,360   $726,196
  Noncash items included in net income:
    Equity in earnings of subsidiaries                          (943,059) (629,367)  (801,155)
    Deferred income taxes                                         (2,811)   (4,803)    11,005
    Depreciation                                                     591       912      1,391
  Changes in working capital:
    Receivables                                                     (878)    1,430     (1,804)
    Payables                                                      (9,258)    4,898      1,140
    Other working capital accounts                               145,014  (480,711)   489,997
  Common stock dividends received from subsidiaries              424,993   618,400    440,300
  Other                                                           92,933    68,981    (19,418)
                                                                --------  --------   --------
    Net cash flow provided by operating activities               634,468   179,100    847,652
                                                                --------  --------   --------

Investing Activities:
  Investment in subsidiaries                                    (254,894) (256,212)  (239,180)
  Capital expenditures                                               874      (768)      (103)
  Changes in other temporary investments                         (10,328)    4,782     (4,782)
  Other                                                          (59,719)      103        897
                                                                --------  --------   --------
    Net cash flow used in investing activities                  (324,067) (252,095)  (243,168)
                                                                --------  --------   --------

Financing Activities:
  Changes in credit line borrowings                             (499,975)  245,000    (36,999)
  Advances to subsidiaries                                        (7,254)   (6,460)    27,067
  Common stock dividends paid                                   (362,814) (298,991)  (269,122)
  Repurchase of common stock                                      (8,135) (118,499)   (36,895)
  Notes receivable to/from associated companies                 (111,595) (146,380)  (368,992)
  Issuance of common stock                                       217,521   130,061     64,345
  Issuance of long-term debt                                     534,362   265,330          -
                                                                --------  --------   --------
     Net cash flow provided by (used in) financing activities   (237,890)   70,061   (620,596)
                                                                --------  --------   --------

Net increase (decrease) in cash and cash equivalents              72,511    (2,934)   (16,112)

Cash and cash equivalents at beginning of period                   7,887    10,821     26,933
                                                                --------  --------   --------

Cash and cash equivalents at end of period                       $80,398    $7,887    $10,821
                                                                ========  ========   ========
See Entergy Corporation and Subsidiaries Notes to Financial Statements
in Part II, Item 8.



                             ENTERGY CORPORATION

           SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION
                                BALANCE SHEETS

                                                                   December 31,
                                                                 2003         2002
                         ASSETS                                    (In Thousands)
Current Assets:
  Cash and cash equivalents:
     Temporary cash investments - at cost,
        which approximates market                               $80,398       $7,887
                                                             ----------   ----------
          Total cash and cash equivalents                        80,398        7,887
                                                             ----------   ----------
  Other temporary investments                                    10,328            -
  Notes receivable - associated companies                       626,968      515,373
  Accounts receivable - associated companies                     44,639        9,989
  Other                                                          53,549       46,383
                                                             ----------   ----------
           Total                                                815,882      579,632
                                                             ----------   ----------

Investment in Wholly-owned Subsidiaries                       8,607,556    7,819,408

Deferred Debits and Other Assets                                540,924      475,797
                                                             ----------   ----------

           Total                                             $9,964,362   $8,874,837
                                                             ==========   ==========
         LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Accounts payable:
    Associated companies                                         $2,433       $2,937
    Other                                                           745       10,003
  Other current liabilities                                     188,779        8,725
                                                             ----------   ----------
           Total                                                191,957       21,665
                                                             ----------   ----------

Deferred Credits and Noncurrent Liabilities                     234,558      152,935
                                                             ----------   ----------

Long-term debt                                                  900,025      862,000

Shareholders' Equity:
  Common stock, $.01 par value, authorized
   500,000,000 shares; issued 248,174,087 shares
    in 2003 and in 2002                                           2,482        2,482
  Paid-in capital                                             4,702,932    4,666,753
  Retained earnings                                           4,502,508    3,938,693
  Accumulated other comprehensive loss                           (8,948)     (22,360)
  Less cost of treasury stock (19,276,445 shares in
    2003 and 25,752,410 shares in 2002)                         561,152      747,331
                                                             ----------   ----------
           Total common shareholders' equity                  8,637,822    7,838,237
                                                             ----------   ----------

           Total                                             $9,964,362   $8,874,837
                                                             ==========   ==========
See Entergy Corporation and Subsidiaries Notes to Financial Statements
in Part II, Item 8.


                          ENTERGY CORPORATION
     CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME,
                           AND PAID-IN CAPITAL

                                                                           For the Years Ended December 31,
                                                                  2003                   2002                  2001
                                                                                     (In Thousands)

                 RETAINED EARNINGS
Retained Earnings - Beginning of period                   $3,938,693             $3,638,448            $3,190,639

     Add: Earnings applicable to common stock                926,943 $926,943       599,360 $599,360      726,196  $726,196

     Deduct:
        Dividends declared on common stock                   362,941                299,031               278,342
        Capital stock and other expenses                         187                     84                    45
                                                          ----------             ----------            ----------
              Total                                          363,128                299,115               278,387
                                                          ----------             ----------            ----------

Retained Earnings - End of period                         $4,502,508             $3,938,693            $3,638,448
                                                          ==========             ==========            ==========




          ACCUMULATED OTHER COMPREHENSIVE
           INCOME (LOSS) (Net of taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes       $17,313               ($17,973)                   $-
  Other accumulated comprehensive (loss) items               (39,673)               (70,821)              (75,033)
                                                          ----------             ----------            ----------
     Total                                                   (22,360)               (88,794)              (75,033)
                                                          ----------             ----------            ----------

  Cumulative effect to January 1, 2001 of accounting
    change regarding fair value of derivative instruments          -                      -               (18,021)

Net derivative instrument fair value changes
  arising during the period                                  (43,124) (43,124)       35,286   35,286           48        48

Foreign currency translation adjustments                       4,169    4,169        65,948  (15,487)       4,615     4,615

Minimum pension liability adjustment                               -        -       (10,489) (10,489)           -         -

Net unrealized investment gains (losses)                      52,367   52,367       (24,311) (24,311)        (403)     (403)
                                                          ----------             ----------            ----------

Balance at end of period:
  Accumulated derivative instrument fair value changes       (25,811)                17,313               (17,973)
  Other accumulated comprehensive (loss) items                16,863                (39,673)              (70,821)
                                                          ----------             ----------            ----------
     Total                                                   ($8,948)--------      ($22,360)--------     ($88,794) --------
Comprehensive Income                                      ========== $940,355    ========== $584,359   ==========  $730,456
                                                                     ========               ========               ========




                  PAID-IN CAPITAL
Paid-in Capital - Beginning of period                     $4,666,753             $4,662,704            $4,660,483

     Add:
       Common stock issuances related to stock plans          36,179                  4,049                 2,221
                                                          ----------             ----------            ----------

Paid-in Capital - End of period                           $4,702,932             $4,666,753            $4,662,704
                                                          ==========             ==========            ==========


See Entergy Corporation and Subsidiaries Notes to Financial Statements in
Part II, Item 8.


                          ENTERGY CORPORATION

            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             Years Ended December 31, 2003, 2002, and 2001
                              (In Thousands)

             Column A                Column B    Column C    Column D    Column E
                                                              Other
                                                Additions    Changes
                                                           Deductions
                                    Balance at                 from       Balance
                                     Beginning  Charged to  Provisions    at End
           Description               of Period    Income     (Note 1)    of Period
Year ended December 31, 2003
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                    $27,285    $12,598     $13,907    $25,976
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                  $(93,941)  $108,221    $137,593  $(123,313)
  Injuries and damages (Note 2)         30,629     29,255      25,695     34,189
  Environmental                         26,488     11,621      11,595     26,514
                                     ---------   --------    --------  ---------
     Total                            $(36,824)  $149,097    $174,883   $(62,610)
                                     =========   ========    ========  =========

Year ended December 31, 2002
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                    $28,355    $13,024     $14,094    $27,285
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                 $(203,537)  $211,210    $101,614   $(93,941)
  Injuries and damages (Note 2)         29,385     26,667      25,423     30,629
  Environmental                         34,802     39,368      47,682     26,488
                                     ---------   --------    --------  ---------
     Total                           $(139,350)  $277,245    $174,719   $(36,824)
                                     =========   ========    ========  =========

Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                    $17,782    $16,393      $5,820    $28,355
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                 $(108,351)   $45,714    $140,900  $(203,537)
  Injuries and damages (Note 2)         35,135     20,334      26,084     29,385
  Environmental                         37,183      7,442       9,823     34,802
                                     ---------   --------    --------  ---------
     Total                            $(36,033)   $73,490    $176,807  $(139,350)
                                     =========   ========    ========  =========
___________
Notes:
  (1) Deductions from provisions represent losses or expenses for which the
      respective provisions were created. In the case of the provision for
      doubtful accounts, such deductions are reduced by recoveries of amounts
      previously written off.

  (2) Injuries and damages provision is provided to absorb all current
      expenses as appropriate and for the estimated cost of settling claims
      for injuries and damages.



                            ENTERGY ARKANSAS, INC.

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               Years Ended December 31, 2003, 2002, and 2001
                                (In Thousands)

             Column A                Column B    Column C    Column D    Column E
                                                              Other
                                                Additions    Changes
                                                           Deductions
                                    Balance at                 from       Balance
                                     Beginning  Charged to  Provisions    at End
           Description               of Period    Income     (Note 1)    of Period
Year ended December 31, 2003
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $8,031     $2,626      $1,637     $9,020
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                  $(13,789)   $31,452     $42,946   $(25,283)
  Injuries and damages (Note 2)          2,700      2,950       2,297      3,353
  Environmental                          1,624      2,280       2,175      1,729
                                     ---------   --------    --------  ---------
     Total                             $(9,465)   $36,682     $47,418   $(20,201)
                                     =========   ========    ========  =========

Year ended December 31, 2002
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $5,837     $2,194          $-     $8,031
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                 $(178,715)  $183,438     $18,512   $(13,789)
  Injuries and damages (Note 2)          2,890      3,129       3,319      2,700
  Environmental                          6,910      1,999       7,285      1,624
                                     ---------   --------    --------  ---------
     Total                           $(168,915)  $188,566     $29,116    $(9,465)
                                     =========   ========    ========  =========

Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $4,196     $1,758        $117     $5,837
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                  $(80,297)   $16,155    $114,573  $(178,715)
  Injuries and damages (Note 2)          3,152      2,367       2,629      2,890
  Environmental                          7,136      2,181       2,407      6,910
                                     ---------   --------    --------  ---------
     Total                            $(70,009)   $20,703    $119,609  $(168,915)
                                     =========   ========    ========  =========
___________
Notes:
  (1) Deductions from provisions represent losses or expenses for which the
      respective provisions were created. In the case of the provision for
      doubtful accounts, such deductions are reduced by recoveries of
      amounts previously written off.

  (2) Injuries and damages provision is provided to absorb all current
      expenses as appropriate and for the estimated cost of settling claims
      for injuries and damages.



                         ENTERGY GULF STATES,  INC.

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              Years Ended December 31, 2003, 2002, and 2001
                               (In Thousands)

             Column A                Column B    Column C    Column D    Column E
                                                              Other
                                                Additions    Changes
                                                           Deductions
                                    Balance at                 from       Balance
                                     Beginning  Charged to  Provisions    at End
           Description               of Period    Income     (Note 1)    of Period
Year ended December 31, 2003
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $5,893     $4,484      $5,521     $4,856
                                     =========   ========    ========  =========
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                  $(45,287)   $26,988     $39,054   $(57,353)
  Injuries and damages (Note 2)          8,284      8,805       5,535     11,554
  Environmental                         15,417      3,319       4,025     14,711
                                     ---------   --------    --------  ---------
     Total                            ($21,586)   $39,112     $48,614   ($31,088)
                                     =========   ========    ========  =========

Year ended December 31, 2002
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $3,696     $3,961      $1,764     $5,893
                                     =========   ========    ========  =========
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                   $(8,721)    $4,486     $41,052   $(45,287)
  Injuries and damages (Note 2)          6,773      7,684       6,173      8,284
  Environmental                         18,716     34,296      37,595     15,417
                                     ---------   --------    --------  ---------
     Total                             $16,768    $46,466     $84,820   ($21,586)
                                     =========   ========    ========  =========

Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $4,810       $940      $2,054     $3,696
                                     =========   ========    ========  =========
 Accumulated Provisions
  Not Deducted from Assets--
  Property insurance                   $(5,698)    $4,485      $7,508    $(8,721)
  Injuries and damages (Note 2)          9,406      5,266       7,899      6,773
  Environmental                         20,671      2,306       4,261     18,716
                                     ---------   --------    --------  ---------
     Total                             $24,379    $12,057     $19,668    $16,768
                                     =========   ========    ========  =========
___________
Notes:
  (1) Deductions from provisions represent losses or expenses for which the
      respective provisions were created. In the case of the provision for
      doubtful accounts, such deductions are reduced by recoveries of amounts
      previously written off.

  (2) Injuries and damages provision is provided to absorb all current
      expenses as appropriate and for the estimated cost of settling claims
      for injuries and damages.



                              ENTERGY LOUISIANA, INC.

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                  Years Ended December 31, 2003, 2002, and 2001
                                  (In Thousands)

             Column A                Column B    Column C    Column D    Column E
                                                              Other
                                                Additions    Changes
                                                           Deductions
                                    Balance at                 from       Balance
                                     Beginning  Charged to  Provisions    at End
           Description               of Period    Income     (Note 1)    of Period
Year ended December 31, 2003
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $4,090     $2,152      $1,755     $4,487
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                  $(39,048)   $36,691     $38,521   $(40,878)
  Injuries and damages (Note 2)          9,114      5,256       5,833      8,537
  Environmental                          8,157      2,441       3,353      7,245
                                     ---------   --------    --------  ---------
     Total                            $(21,777)   $44,388     $47,707   $(25,096)
                                     =========   ========    ========  =========

Year ended December 31, 2002
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $2,909     $1,181          $-     $4,090
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                  $(26,575)   $14,064     $26,537   $(39,048)
  Injuries and damages (Note 2)          9,829      4,750       5,465      9,114
  Environmental                          8,127      1,843       1,813      8,157
                                     ---------   --------    --------  ---------
     Total                             $(8,619)   $20,657     $33,815   $(21,777)
                                     =========   ========    ========  =========

Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $2,552       $385         $28     $2,909
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                  $(27,040)   $11,900     $11,435   $(26,575)
  Injuries and damages (Note 2)         11,583      3,674       5,428      9,829
  Environmental                          7,793      2,051       1,717      8,127
                                     ---------   --------    --------  ---------
     Total                             $(7,664)   $17,625     $18,580    $(8,619)
                                     =========   ========    ========  =========

___________
Notes:
  (1) Deductions from provisions represent losses or expenses for which the
      respective provisions were created. In the case of the provision for
      doubtful accounts, such deductions are reduced by recoveries of
      amounts previously written off.

  (2) Injuries and damages provision is provided to absorb all current
      expenses as appropriate and for the estimated cost of settling
      claims for injuries and damages.


                          ENTERGY MISSISSIPPI,  INC.

              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               Years Ended December 31, 2003, 2002, and 2001
                               (In Thousands)

             Column A                Column B    Column C    Column D    Column E
                                                              Other
                                                Additions    Changes
                                                           Deductions
                                    Balance at                 from       Balance
                                     Beginning  Charged to  Provisions    at End
           Description               of Period    Income     (Note 1)    of Period
Year ended December 31, 2003
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $1,633       $587        $845     $1,375
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                   $(2,937)   $12,323     $12,867    $(3,481)
  Injuries and damages (Note 2)          7,928      7,410       9,924      5,414
  Environmental                            667      1,482       1,654        495
                                     ---------   --------    --------  ---------
     Total                              $5,658    $21,215     $24,445     $2,428
                                     =========   ========    ========  =========

Year ended December 31, 2002
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $1,232     $1,063        $662     $1,633
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $1,279     $8,882     $13,098    $(2,937)
  Injuries and damages (Note 2)          6,306      5,526       3,904      7,928
  Environmental                            487        886         706        667
                                     ---------   --------    --------  ---------
     Total                              $8,072    $15,294     $17,708     $5,658
                                     =========   ========    ========  =========

Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $1,197        $45         $10     $1,232
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                   $(4,765)   $13,124      $7,080     $1,279
  Injuries and damages (Note 2)          6,694      8,196       8,584      6,306
  Environmental                            511        581         605        487
                                     ---------   --------    --------  ---------
     Total                              $2,440    $21,901     $16,269     $8,072
                                     =========   ========    ========  =========

___________
Notes:
  (1) Deductions from provisions represent losses or expenses for which the
      respective provisions were created. In the case of the provision for
      doubtful accounts, such deductions are reduced by recoveries of amounts
      previously written off.

  (2) Injuries and damages provision is provided to absorb all current expenses
      as appropriate and for the estimated cost of settling claims for
      injuries and damages.



                        ENTERGY NEW ORLEANS, INC.

            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
             Years Ended December 31, 2003, 2002, and 2001
                               (In Thousands)

             Column A                Column B    Column C    Column D    Column E
                                                              Other
                                                Additions    Changes
                                                           Deductions
                                    Balance at                 from       Balance
                                     Beginning  Charged to  Provisions    at End
           Description               of Period    Income     (Note 1)    of Period
Year ended December 31, 2003
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $4,774     $2,479      $4,149     $3,104
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $7,120       $767      $4,205     $3,682
  Injuries and damages (Note 2)          2,603      2,514       1,040      4,077
  Environmental                            623        428         388        663
                                     ---------   --------    --------  ---------
     Total                             $10,346     $3,709      $5,633     $8,422
                                     =========   ========    ========  =========

Year ended December 31, 2002
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $4,273       $501          $-     $4,774
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $9,195       $340      $2,415     $7,120
  Injuries and damages (Note 2)          3,587      5,578       6,562      2,603
  Environmental                            562        344         283        623
                                     ---------   --------    --------  ---------
     Total                             $13,344     $6,262      $9,260    $10,346
                                     =========   ========    ========  =========

Year ended December 31, 2001
 Accumulated Provisions
  Deducted from Assets--
  Doubtful Accounts                     $2,463     $5,422      $3,612     $4,273
                                     =========   ========    ========  =========
 Accumulated Provisions Not
  Deducted from Assets:
  Property insurance                    $9,449        $50        $304     $9,195
  Injuries and damages (Note 2)          4,300        831       1,544      3,587
  Environmental                          1,072        323         833        562
                                     ---------   --------    --------  ---------
     Total                             $14,821     $1,204      $2,681    $13,344
                                     =========   ========    ========  =========

___________
Notes:
  (1) Deductions from provisions represent losses or expenses for which the
      respective provisions were created. In the case of the provision for
      doubtful accounts, such deductions are reduced by recoveries of amounts
      previously written off.

  (2) Injuries and damages provision is provided to absorb all current
      expenses as appropriate and for the estimated cost of settling claims
      for injuries and damages.

EXHIBIT INDEX

The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the SEC, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference. The exhibits marked with a (+) are management contracts or compensatory plans or arrangements required to be filed herewith and required to be identified as such by Item 14 of Form 10-K. Reference is made to a duplicate list of exhibits being filed as a part of this Form 10-K, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being physically filed with this Form 10-K.

(3) (i) Articles of Incorporation

Entergy Corporation

(a) -- Certificate of Incorporation of Entergy Corporation dated December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).

System Energy

(b) -- 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).

Entergy Arkansas

(c) -- 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).

Entergy Gulf States

(d) -- 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).

Entergy Louisiana

(e) -- Amended and Restated Articles of Incorporation of Entergy Louisiana effective November 15, 1999 (3(a) to Form S-3 in 333-93683).

Entergy Mississippi

(f) -- 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).

Entergy New Orleans

(g) -- Amended and Restated Articles of Incorporation of Entergy New Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599).

(3) (ii) By-Laws

(a) --	By-Laws of Entergy Corporation as amended January 29, 1999, and as presently in effect (4.2 to Form S-8 in File No. 333-75097).
(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).
(c) --	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).
(d) --	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, 19991-27031).
(e) --	By-Laws of Entergy Louisiana effective November 26, 1999, and as presently in effect (3(b) to Form S-3 in File No. 333-93683).
(f) --	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).
(g) --	By-Laws of Entergy New Orleans effective November 30, 1999, and as presently in effect (3(b) to Form S-3 in File No. 333-95599).

(4) Instruments Defining Rights of Security Holders, Including Indentures

Entergy Corporation

(a) 1 --	See (4)(b) through (4)(g) below for instruments defining the rights of holders of long-term debt of System Energy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans.
(a) 2 --	Credit Agreement, dated as of May 15, 2003, among Entergy Corporation, the Banks (ABN AMRO Bank N.V., Bank One, N.A., Barclays Bank PLC, Bayerische Hypo-und Vereinsbank AG (New York Branch), BNP Paribas, Citibank, N.A., CoBank, ACB, Credit Lyonnais (New York Branch), Credit Suisse First Boston (Cayman Islands Branch), Deutsche Bank AG New York Branch, J. P. Morgan Chase Bank, KBC Bank N.V., KeyBank National Association, Lehman Brothers Bank, FSB, Mellon Bank, N.A., Mizuho Corporate Bank Limited, Morgan Stanley Bank, Regions Bank, Societe Generale, The Bank of New York, The Bank of Nova Scotia, The Royal Bank of Scotland plc, Union Bank of California, N.A., Wachovia Bank (National Association), and West LB AG, New York Branch, formerly know as Westdeutsche Landesbank Girozentrale, New York Branch), and Citibank, N.A., as Administrative Agent (4(c) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).
(a) 3 --	Assumption Agreement, dated July 15, 2002, among Entergy Corporation, CO Bank, ACB, (as Additional Lender), and Citibank N.A., (as Administrative Agent) (4(b) to Form 10-Q for the quarter ended June 30, 2002 in 1-11299).
(a) 4 --	Indenture, dated as of December 1, 2002, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (10(a)4 to Form 10-K for the year ended December 31, 2002 in 1-11299).
(a) 5 --	Officer' Certificate for Entergy Corporation (4(c) to Form 10-Q for the quarter ended March 31, 2003).
(a) 6 --	Officer' Certificate for Entergy Corporation (4(d) to Form 10-Q for the quarter ended March 31, 2003).
(a) 7 --	Officer' Certificate for Entergy Corporation (4(d) to Form 10-Q for the quarter ended June 30, 2003).
(a) 8 --	Officer' Certificate for Entergy Corporation (4(a) to Form 10-Q for the quarter ended September 30, 2003).
*(a) 9 --	Officer' Certificate for Entergy Corporation.
*(a) 10--	Officer' Certificate for Entergy Corporation.
*(a) 11--	Credit Agreement, dated as of November 24, 2003, among Entergy Corporation, Bayerische Hypo-und Vereinsbank AG, New York Branch, the Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.

System Energy

(b) 1 --	Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by twenty-two Supplemental Indentures (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); 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 dated May 4, 1993 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); A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first); and A-2(a) to Rule 24 Certificate dated October 4, 2002 in 70-9753 (Twenty-second)).
(b) 2 --	Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), 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).
(b) 3 --	Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), 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).

Entergy Arkansas

(c) 1 --	Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by sixty-one Supplemental Indentures (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); A-2(b) to Rule 24 Certificate dated January 24, 1991 in 70-7802 (Forty-fifth); 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 in 1-10764 (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); 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth); 4(a) to Form 10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth); C-2(a) to Form U5S for the year ended December 31, 2001 (Fifty-seventh); 4(c)1 to Form 10-K for the year December 31, 2002 in 1-10764 (Fifty-eighth); 4(a) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Fifty-ninth); 4(f) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixtieth); and 4(h) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixty-first)).
(c) 2 --	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) 3 --	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) 4 --	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 Gulf States

(d) 1 --	Indenture of Mortgage, dated September 1, 1926, as amended by certain Supplemental Indentures (B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in Registration No. 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 Registration No. 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 Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh); 4(b) to Form 10-Q for the quarter ended March 31,1999 in 1-27031 (Fifty-eighth); A-2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty-ninth); A-2(a) to Rule 24 Certificate dated September 10, 2001 in 70-9751 (Sixtieth); A-2(b) to Rule 24 Certificate dated November 18, 2002 in 70-9751 (Sixty-first); A-2(c) to Rule 24 Certificate dated December 6, 2002 in 70-9751 (Sixty-second); A-2(d) to Rule 24 Certificate dated June 16, 2003 in 70-9751 (Sixty-third); A-2(e) to Rule 24 Certificate dated June 27, 2003 in 70-9751 (Sixty-fourth); A-2(f) to Rule 24 Certificate dated July 11, 2003 in 70-9751 (Sixty-fifth); and A-2(g) to Rule 24 Certificate dated July 28, 2003 in 70-9751 (Sixty-sixth)).
(d) 2 --	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 Registration No. 2-4076).
(d) 3 --	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).
(d) 4 --	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).
(d) 5 --	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 Louisiana

(e) 1 --	Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty-six Supplemental Indentures (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) 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); 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); A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); and A-2(d) to Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth)).
(e) 2 --	Facility Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-1 in Registration No. 33-30660).
(e) 3 --	Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-2 in Registration No. 33-30660).
(e) 4 --	Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-3 in Registration No. 33-30660).
(e) 5 --	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).
(e) 6 --	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).
(e) 7 --	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

(f) 1 -- Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by twenty-one Supplemental Indentures (A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 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 dated November 24, 1992 in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 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); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); and A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first)).

Entergy New Orleans

(g) 1 -- Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by eleven Supplemental Indentures (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); 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); C-5(a) to Form U5S for the year ended December 31, 2000 (Ninth); 4(b) to Form 10-Q for the quarter ended September 30, 2002 in 0-5807 (Tenth); and 4(k) to Form 10-Q for the quarter ended June 30, 2003 in 0-5807 (Eleventh)).

(10) Material Contracts

Entergy Corporation

(a) 1 --	Agreement, dated April 23, 1982, among certain System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(a) 2 --	Middle South Utilities (now Entergy Corporation) System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(a) 3 --	Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(a) 4 --	Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(a) 5 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).
(a) 6 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).
(a) 7 --	Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).
(a) 8 --	Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 for the year ended December 31, 2001 in 1-11299).
*(a) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(a) 10 --	Availability Agreement, dated June 21, 1974, among System Energy and certain other System companies (B to Rule 24 Certificate dated June 24, 1974 in 70-5399).
(a) 11 --	First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).
(a) 12 --	Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).
(a) 13 --	Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).
(a) 14 --	Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).
(a) 15 --	Eighteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 16 --	Nineteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 17 --	Twenty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).
(a) 18 --	Twenty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).
(a) 19 --	Twenty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).
(a) 20 --	Thirtieth Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 21 --	Thirty-first Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 22 --	Thirty-second Assignment of Availability Agreement, Consent and Agreement, dated as of December 27, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Chase Manhattan Bank (B-2(a) to Rule 24 Certificate dated January 13, 1997 in 70-7561).
(a) 23 --	Thirty-third Assignment of Availability Agreement, Consent and Agreement, dated as of December 20, 1999, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Chase Manhattan Bank (B-2(b) to Rule 24 Certificate dated March 3, 2000 in 70-7561).
(a) 24 --	Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2002, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, The Bank of New York and Douglas J. MacInnes (B-2(a)(1) to Rule 24 Certificate dated October 4, 2001 in 70-9753).
*(a) 25 --	Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A.
(a) 26 --	Capital Funds Agreement, dated June 21, 1974, between Entergy Corporation and System Energy (C to Rule 24 Certificate dated June 24, 1974 in 70-5399).
(a) 27 --	First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).
(a) 28 --	Eighteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 29 --	Nineteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 30 --	Twenty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).
(a) 31 --	Twenty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).
(a) 32 --	Twenty-ninth Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).
(a) 33 --	Thirtieth Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 34 --	Thirty-first Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 35 --	Thirty-second Supplementary Capital Funds Agreement and Assignment, dated as of December 27, 1996, among Entergy Corporation, System Energy and The Chase Manhattan Bank (B-1(a) to Rule 24 Certificate dated January 13, 1997 in 70-7561).
(a) 36 --	Thirty-third Supplementary Capital Funds Agreement and Assignment, dated as of December 20, 1999, among Entergy Corporation, System Energy and The Chase Manhattan Bank (B-3(b) to Rule 24 Certificate dated March 3, 2000 in 70-7561).
(a) 37 --	Thirty-fourth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2002, among Entergy Corporation, System Energy, The Bank of New York and Douglas J. MacInnes (B-3(a)(1) to Rule 24 Certificate dated October 4, 2002 in 70-9753).
*(a) 38 --	Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A.
(a) 39 --	First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, Deposit Guaranty National Bank, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7026).
(a) 40 --	First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).
(a) 41 --	First Amendment to Supplementary Capital Funds Agreement and Assignment, dated as of June 1, 1989, by and between Entergy Corporation, System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8, 1989 in 70-7561).
(a) 42 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(a) 43 --	Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).
(a) 44 --	Operating Agreement dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).
(a) 45 --	Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).
(a) 46 --	Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).
(a) 47 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).
(a) 48 --	Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).
(a) 49 --	Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-3517).
(a) 50 --	Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(a) 51 --	First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(a) 52 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(a) 53 --	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).
(a) 54 --	First Amendment, dated January 1, 1990, to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(a) 55 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(a) 56 --	Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(a) 57 --	Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(a) 58 --	Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
(a) 59 --	Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
(a) 60 --	Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70- 7757).
(a) 61 --	Loan Agreement between Entergy Operations and Entergy Corporation, dated as of September 20, 1990 (B-12(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).
(a) 62 --	Loan Agreement between Entergy Power and Entergy Corporation, dated as of August 28, 1990 (A-4(b) to Rule 24 Certificate dated September 6, 1990 in 70-7684).
(a) 63 --	Loan Agreement between Entergy Corporation and Entergy Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule 24 Certificate in 70-7947).
+(a) 64 --	Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a)64 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 65 --	Amended and Restated Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 1, 2003 (10(b) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).
+(a) 66 --	Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).
+(a) 67 --	Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 68 --	Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).
+(a) 69 --	Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)70 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 70 --	Amendment, effective December 28, 2001, to the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 71 --	Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)72 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 72 --	Amendment, effective December 28, 2001, to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 73 --	Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 74 --	Amended and Restated Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, dated June 10, 2003 (10(d) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).
+(a) 75 --	Equity Awards Plan of Entergy Corporation and Subsidiaries, effective as of August 31, 2000 (10(a)77 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 76 --	Amendment, effective December 7, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(a)78 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 77 --	Amendment, effective December 10, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the quarter ended March 31, 2002 in 1-11299).
+(a) 78 --	System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective as of March 1, 2000 (10(a)79 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 79 --	Post-Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 80 --	Amendment, effective December 28, 2001, to the Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 81 --	Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)82 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 82 --	Amendment, effective December 28, 2001, to the Pension Equalization Plan of Entergy Corporation and Subsidiaries (10(a)83 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 83 --	Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)84 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 84 --	Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries, as amended (10(a)74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 85 --	Executive Income Security Plan of Gulf States Utilities Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 86 --	System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)87 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 87 --	Amendment, effective December 28, 2001, to the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (10(a)88 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 88 --	Retention Agreement effective October 27, 2000 between J. Wayne Leonard and Entergy Corporation (10(a)81 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 89 --	Retention Agreement effective July 29, 2000 between Frank F. Gallaher and Entergy Corporation (10(a)82 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 90 --	Letter Agreement effective July 25, 2001 between Jerry D. Jackson and Entergy Corporation (10(a)91 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 91 --	Retention Agreement effective July 29, 2000 between Donald C. Hintz and Entergy Corporation (10(a)85 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 92 --	Retention Agreement effective July 29, 2000 between Michael G. Thompson and Entergy Corporation (10(a)86 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 93 --	Retention Agreement effective January 22, 2001 between Richard J. Smith and Entergy Services, Inc (10(a)87 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 94 --	Retention Agreement effective July 29, 2000 between Jerry W. Yelverton and Entergy Corporation (10(a)89 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 95 --	Retention Agreement effective July 29, 2000 between C. John Wilder and Entergy Corporation (10(a)90 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 96 --	Employment Agreement effective August 7, 2001 between Curt L. Hebert and Entergy Corporation (10(a)97 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 97 --	Agreement of Limited Partnership of Entergy-Koch, LP among EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC and Koch Energy, Inc. dated January 31, 2001 (10(a)94 to Form 10-K/A for the year ended December 31, 2000 in 1-11299).
+(a) 98 --	Employment Agreement effective April 15, 2003 between Robert D. Sloan and Entergy Services (10(c) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).
*+(a) 99 --	Employment Agreement effective November 24, 2003 between Mark T. Savoff and Entergy Services.

System Energy

(b) 1 through (b) 16 -- See 10(a)10 through 10(a)25 above.
(b) 17 through (b) 32 -- See 10(a)26 through 10(a)41 above.
(b) 33 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(b) 34 --	Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).
(b) 35 --	Operating Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).
(b) 36 --	Amended and Restated Installment Sale Agreement, dated as of February 15, 1996, between System Energy and Claiborne County, Mississippi (B-6(a) to Rule 24 Certificate dated March 4, 1996 in 70-8511).
(b) 37 --	Loan Agreement, dated as of October 15, 1998, between System Energy and Mississippi Business Finance Corporation (B-6(b) to Rule 24 Certificate dated November 12, 1998 in 70-8511).
(b) 38 --	Loan Agreement, dated as of May 15, 1999, between System Energy and Mississippi Business Finance Corporation (B-6(c) to Rule 24 Certificate dated June 8, 1999 in 70-8511).
(b) 39 --	Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), 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).
(b) 40 --	Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor), 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).
(b) 41 --	Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).
(b) 42 --	Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).
(b) 43 --	Collateral Trust Indenture, dated as of January 1, 1994, among System Energy, GG1B Funding Corporation and Bankers Trust Company, as Trustee (A-3(e) to Rule 24 Certificate dated January 31, 1994 in 70-8215), as supplemented by Supplemental Indenture No. 1 dated January 1, 1994, (A-3(f) to Rule 24 Certificate dated January 31, 1994 in 70-8215).
(b) 44 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).
(b) 45 --	Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).
(b) 46 --	Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(b) 47 --	First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(b) 48 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(b) 49 --	Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(b) to Rule 24 Certificate dated March 3, 1989 in 70-7604).
(b) 50 --	System Energy's Consent, dated January 31, 1995, pursuant to Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. and System Energy (B-1(c) to Rule 24 Certificate dated February 13, 1995 in 70-7604).
(b) 51 --	Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate dated June 26, 1974 in 70-5399).
(b) 52 --	Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).
(b) 53 --	Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987 in 70-5399).
(b) 54 --	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).
(b) 55 --	First Amendment, dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(b) 56 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(b) 57 --	Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(b) 58 --	Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(b) 59 --	Service Agreement with Entergy Services, dated as of July 16, 1974, as amended (10(b)43 to Form 10-K for the year ended December 31, 1988 in 1-9067).
(b) 60 --	Amendment, dated January 1, 1992, to Service Agreement with Entergy Services (10(a)11 to Form 10-K for the year ended December 31, 1994 in 1-3517).
(b) 61 --	Operating Agreement between Entergy Operations and System Energy, dated as of June 6, 1990 (B-3(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).
(b) 62 --	Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
*(b) 63 --	Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among System Energy Resources, Inc., Union Bank of California, N.A., as administrating bank and funding bank, Keybank National Association, as syndication agent, Banc One Capital Markets, Inc., as documentation agent, and the Banks named therein, as Participating Banks.

Entergy Arkansas

(c) 1 --	Agreement, dated April 23, 1982, among Entergy Arkansas and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a) 1 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(c) 2 --	Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(c) 3 --	Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(c) 4 --	Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(c) 5 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).
(c) 6 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).
(c) 7 --	Amendment, dated April 27, 1984, to Service Agreement, with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).
(c) 8 --	Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 to Form 10-K for the year ended December 31, 2002 in 1-10764).
*(c) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(c) 10 through (c) 25 -- See 10(a)10 through 10(a)25 above.
(c) 26 --	Agreement, dated August 20, 1954, between Entergy Arkansas and the United States of America (SPA)(13(h) in 2-11467).
(c) 27 --	Amendment, dated April 19, 1955, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)2 in 2-41080).
(c) 28 --	Amendment, dated January 3, 1964, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)3 in 2-41080).
(c) 29 --	Amendment, dated September 5, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)4 in 2-41080).
(c) 30 --	Amendment, dated November 19, 1970, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)5 in 2-41080).
(c) 31 --	Amendment, dated July 18, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)6 in 2-41080).
(c) 32 --	Amendment, dated December 27, 1961, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)7 in 2-41080).
(c) 33 --	Amendment, dated January 25, 1968, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)8 in 2-41080).
(c) 34 --	Amendment, dated October 14, 1971, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)9 in 2-43175).
(c) 35 --	Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated August 20, 1954 (5(d)10 in 2-60233).
(c) 36 --	Agreement, dated May 14, 1971, between Entergy Arkansas and the United States of America (SPA) (5(e) in 2-41080).
(c) 37 --	Amendment, dated January 10, 1977, to the United States of America (SPA) Contract, dated May 14, 1971 (5(e)1 in 2-60233).
(c) 38 --	Contract, dated May 28, 1943, Amendment to Contract, dated July 21, 1949, and Supplement to Amendment to Contract, dated December 30, 1949, between Entergy Arkansas and McKamie Gas Cleaning Company; Agreements, dated as of September 30, 1965, between Entergy Arkansas and former stockholders of McKamie Gas Cleaning Company; and Letter Agreement, dated June 22, 1966, by Humble Oil & Refining Company accepted by Entergy Arkansas on June 24, 1966 (5(k)7 in 2-41080).
(c) 39 --	Agreement, dated April 3, 1972, between Entergy Services and Gulf United Nuclear Fuels Corporation (5(l)3 in 2-46152).
(c) 40 --	Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 and Entergy Arkansas (B-1(b) to Rule 24 Certificate in 70-7571).
(c) 41 --	White Bluff Operating Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-2(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).
(c) 42 --	White Bluff Ownership Agreement, dated June 27, 1977, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1977 in 70-6009).
(c) 43 --	Agreement, dated June 29, 1979, between Entergy Arkansas and City of Conway, Arkansas (5(r)3 in 2-66235).
(c) 44 --	Transmission Agreement, dated August 2, 1977, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)3 in 2-60233).
(c) 45 --	Power Coordination, Interchange and Transmission Service Agreement, dated as of June 27, 1977, between Arkansas Electric Cooperative Corporation and Entergy Arkansas (5(r)4 in 2-60233).
(c) 46 --	Independence Steam Electric Station Operating Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)6 in 2-66235).
(c) 47 --	Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c)51 to Form 10-K for the year ended December 31, 1984 in 1-10764).
(c) 48 --	Independence Steam Electric Station Ownership Agreement, dated July 31, 1979, among Entergy Arkansas and Arkansas Electric Cooperative Corporation and City Water and Light Plant of the City of Jonesboro, Arkansas and City of Conway, Arkansas (5(r)7 in 2-66235).
(c) 49 --	Amendment, dated December 28, 1979, to the Independence Steam Electric Station Ownership Agreement (5(r)7(a) in 2-66235).
(c) 50 --	Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c)54 to Form 10-K for the year ended December 31, 1984 in 1-10764).
(c) 51 --	Owner's Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station (10(c)55 to Form 10-K for the year ended December 31, 1984 in 1-10764).
(c) 52 --	Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 1-10764).
(c) 53 --	Power Coordination, Interchange and Transmission Service Agreement, dated as of July 31, 1979, between Entergy Arkansas and City Water and Light Plant of the City of Jonesboro, Arkansas (5(r)8 in 2-66235).
(c) 54 --	Power Coordination, Interchange and Transmission Agreement, dated as of June 29, 1979, between City of Conway, Arkansas and Entergy Arkansas (5(r)9 in 2-66235).
(c) 55 --	Agreement, dated June 21, 1979, between Entergy Arkansas and Reeves E. Ritchie (10(b)90 to Form 10-K for the year ended December 31, 1980 in 1-10764).
(c) 56 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(c) 57 --	Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(c) 58 --	First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(c) 59 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(c) 60 --	Contract For Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated June 30, 1983, among the DOE, System Fuels and Entergy Arkansas (10(b)57 to Form 10-K for the year ended December 31, 1983 in 1-10764).
(c) 61 --	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).
(c) 62 --	First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(c) 63 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(c) 64 --	Third Amendment dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(c) 65 --	Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(c) 66 --	Assignment of Coal Supply Agreement, dated December 1, 1987, between System Fuels and Entergy Arkansas (B to Rule 24 letter filing dated November 10, 1987 in 70-5964).
(c) 67 --	Coal Supply Agreement, dated December 22, 1976, between System Fuels and Antelope Coal Company (B-1 in 70-5964), as amended by First Amendment (A to Rule 24 Certificate in 70-5964); Second Amendment (A to Rule 24 letter filing dated December 16, 1983 in 70-5964); and Third Amendment (A to Rule 24 letter filing dated November 10, 1987 in 70-5964).
(c) 68 --	Operating Agreement between Entergy Operations and Entergy Arkansas, dated as of June 6, 1990 (B-1(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).
(c) 69 --	Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
(c) 70 --	Agreement for Purchase and Sale of Independence Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-3(c) to Rule 24 Certificate dated September 6, 1990 in 70-7684).
(c) 71 --	Agreement for Purchase and Sale of Ritchie Unit 2 between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-4(d) to Rule 24 Certificate dated September 6, 1990 in 70-7684).
(c) 72 --	Ritchie Steam Electric Station Unit No. 2 Operating Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-5(a) to Rule 24 Certificate dated September 6, 1990 in 70-7684).
(c) 73 --	Ritchie Steam Electric Station Unit No. 2 Ownership Agreement between Entergy Arkansas and Entergy Power, dated as of August 28, 1990 (B-6(a) to Rule 24 Certificate dated September 6, 1990 in 70-7684).
(c) 74 --	Power Coordination, Interchange and Transmission Service Agreement between Entergy Power and Entergy Arkansas, dated as of August 28, 1990 (10(c)71 to Form 10-K for the year ended December 31, 1990 in 1-10764).
(c) 75 --	Loan Agreement dated June 15, 1993, between Entergy Arkansas and Independence Country, Arkansas (B-1(a) to Rule 24 Certificate dated July 9, 1993 in 70-8171).
(c) 76 --	Loan Agreement dated June 15, 1994, between Entergy Arkansas and Jefferson County, Arkansas (B-1(a) to Rule 24 Certificate dated June 30, 1994 in 70-8405).
(c) 77 --	Loan Agreement dated June 15, 1994, between Entergy Arkansas and Pope County, Arkansas (B-1(b) to Rule 24 Certificate in 70-8405).
(c) 78 --	Loan Agreement dated November 15, 1995, between Entergy Arkansas and Pope County, Arkansas (10(c)96 to Form 10-K for the year ended December 31, 1995 in 1-10764).
(c) 79 --	Agreement as to Expenses and Liabilities between Entergy Arkansas and Entergy Arkansas Capital I, dated as of August 14, 1996 (4(j) to Form 10-Q for the quarter ended September 30, 1996 in 1-10764).
(c) 80 --	Loan Agreement dated December 1, 1997, between Entergy Arkansas and Jefferson County, Arkansas (10(c)100 to Form 10-K for the year ended December 31, 1997 in 1-10764).
(c) 81 --	Refunding Agreement, dated December 1, 2001, between Entergy Arkansas and Pope Country, Arkansas (10(c)81 to Form 10-K for the year ended December 31, 2001 in 1-10764).

Entergy Gulf States

(d) 1 --	Guaranty Agreement, dated July 1, 1976, between Entergy Gulf States and American Bank and Trust Company (C and D to Form 8-K dated August 6, 1976 in 1-27031).
(d) 2 --	Guaranty Agreement, dated August 1, 1992, between Entergy Gulf States and Hibernia National Bank, relating to Pollution Control Revenue Refunding Bonds of the Industrial Development Board of the Parish of Calcasieu, Inc. (Louisiana) (10-1 to Form 10-K for the year ended December 31, 1992 in 1-27031).
(d) 3 --	Guaranty Agreement, dated January 1, 1993, between Entergy Gulf States and Hancock Bank of Louisiana, relating to Pollution Control Revenue Refunding Bonds of the Parish of Pointe Coupee (Louisiana) (10-2 to Form 10-K for the year ended December 31, 1992 in 1-27031).
(d) 4 --	Deposit Agreement, dated as of December 1, 1983 between Entergy Gulf States, Morgan Guaranty Trust Co. as Depositary and the Holders of Depository Receipts, relating to the Issue of 900,000 Depositary Preferred Shares, each representing 1/2 share of Adjustable Rate Cumulative Preferred Stock, Series E-$100 Par Value (4-17 to Form 10-K for the year ended December 31, 1983 in 1-27031).
(d) 5 --	Agreement effective February 1, 1964, between Sabine River Authority, State of Louisiana, and Sabine River Authority of Texas, and Entergy Gulf States, Central Louisiana Electric Company, Inc., and Louisiana Power & Light Company, as supplemented (B to Form 8-K dated May 6, 1964, A to Form 8-K dated October 5, 1967, A to Form 8-K dated May 5, 1969, and A to Form 8-K dated December 1, 1969 in 1-27031).
(d) 6 --	Joint Ownership Participation and Operating Agreement regarding River Bend Unit 1 Nuclear Plant, dated August 20, 1979, between Entergy Gulf States, Cajun, and SRG&T; Power Interconnection Agreement with Cajun, dated June 26, 1978, and approved by the REA on August 16, 1979, between Entergy Gulf States and Cajun; and Letter Agreement regarding CEPCO buybacks, dated August 28, 1979, between Entergy Gulf States and Cajun (2, 3, and 4, respectively, to Form 8-K dated September 7, 1979 in 1-27031).
(d) 7 --	Ground Lease, dated August 15, 1980, between Statmont Associates Limited Partnership (Statmont) and Entergy Gulf States, as amended (3 to Form 8-K dated August 19, 1980 and A-3-b to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).
(d) 8 --	Lease and Sublease Agreement, dated August 15, 1980, between Statmont and Entergy Gulf States, as amended (4 to Form 8-K dated August 19, 1980 and A-3-c to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).
(d) 9 --	Lease Agreement, dated September 18, 1980, between BLC Corporation and Entergy Gulf States (1 to Form 8-K dated October 6, 1980 in 1-27031).
(d) 10 --	Joint Ownership Participation and Operating Agreement for Big Cajun, between Entergy Gulf States, Cajun Electric Power Cooperative, Inc., and Sam Rayburn G&T, Inc, dated November 14, 1980 (6 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 1, dated December 12, 1980 (7 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 2, dated December 29, 1980 (8 to Form 8-K dated January 29, 1981 in 1-27031).
(d) 11 --	Agreement of Joint Ownership Participation between SRMPA, SRG&T and Entergy Gulf States, dated June 6, 1980, for Nelson Station, Coal Unit #6, as amended (8 to Form 8-K dated June 11, 1980, A-2-b to Form 10-Q for the quarter ended June 30, 1982; and 10-1 to Form 8-K dated February 19, 1988 in 1-27031).
(d) 12 --	Agreements between Southern Company and Entergy Gulf States, dated February 25, 1982, which cover the construction of a 140-mile transmission line to connect the two systems, purchase of power and use of transmission facilities (10-31 to Form 10-K for the year ended December 31, 1981 in 1-27031).
(d) 13 --	Transmission Facilities Agreement between Entergy Gulf States and Mississippi Power Company, dated February 28, 1982, and Amendment, dated May 12, 1982 (A-2-c to Form 10-Q for the quarter ended March 31, 1982 in 1-27031) and Amendment, dated December 6, 1983 (10-43 to Form 10-K for the year ended December 31, 1983 in 1-27031).
(d) 14 --	First Amended Power Sales Agreement, dated December 1, 1985 between Sabine River Authority, State of Louisiana, and Sabine River Authority, State of Texas, and Entergy Gulf States, Central Louisiana Electric Co., Inc., and Louisiana Power and Light Company (10-72 to Form 10-K for the year ended December 31, 1985 in 1-27031).
+(d) 15 --	Deferred Compensation Plan for Directors of Entergy Gulf States and Varibus Corporation, as amended January 8, 1987, and effective January 1, 1987 (10-77 to Form 10-K for the year ended December 31, 1986 in 1-27031). Amendment dated December 4, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).
+(d) 16 --	Trust Agreement for Deferred Payments to be made by Entergy Gulf States pursuant to the Executive Income Security Plan, by and between Entergy Gulf States and Bankers Trust Company, effective November 1, 1986 (10-78 to Form 10-K for the year ended December 31, 1986 in 1-27031).
+(d) 17 --	Trust Agreement for Deferred Installments under Entergy Gulf States' Management Incentive Compensation Plan and Administrative Guidelines by and between Entergy Gulf States and Bankers Trust Company, effective June 1, 1986 (10-79 to Form 10-K for the year ended December 31, 1986 in 1-27031).
+(d) 18 --	Nonqualified Deferred Compensation Plan for Officers, Nonemployee Directors and Designated Key Employees, effective December 1, 1985, as amended, continued and completely restated effective as of March 1, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).
+(d) 19 --	Trust Agreement for Entergy Gulf States' Nonqualified Directors and Designated Key Employees by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective July 1, 1991 (10-4 to Form 10-K for the year ended December 31, 1992 in 1-27031).
(d) 20 --	Lease Agreement, dated as of June 29, 1987, among GSG&T, Inc., and Entergy Gulf States related to the leaseback of the Lewis Creek generating station (10-83 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 21 --	Nuclear Fuel Lease Agreement between Entergy Gulf States and River Bend Fuel Services, Inc. to lease the fuel for River Bend Unit 1, dated February 7, 1989 (10-64 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 22 --	Trust and Investment Management Agreement between Entergy Gulf States and Morgan Guaranty and Trust Company of New York (the "Decommissioning Trust Agreement) with respect to decommissioning funds authorized to be collected by Entergy Gulf States, dated March 15, 1989 (10-66 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 23 --	Amendment No. 2 dated November 1, 1995 between Entergy Gulf States and Mellon Bank to Decommissioning Trust Agreement (10(d)31 to Form 10-K for the year ended December 31, 1995 in 1-27031).
(d) 24 --	Partnership Agreement by and among Conoco Inc., and Entergy Gulf States, CITGO Petroleum Corporation and Vista Chemical Company, dated April 28, 1988 (10-67 to Form 10-K for the year ended December 31, 1988 in 1-27031).
+(d) 25 --	Gulf States Utilities Company Executive Continuity Plan, dated January 18, 1991 (10-6 to Form 10-K for the year ended December 31, 1990 in 1-27031).
+(d) 26 --	Trust Agreement for Entergy Gulf States' Executive Continuity Plan, by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective May 20, 1991 (10-5 to Form 10-K for the year ended December 31, 1992 in 1-27031).
+(d) 27 --	Gulf States Utilities Board of Directors' Retirement Plan, dated February 15, 1991 (10-8 to Form 10-K for the year ended December 31, 1990 in 1-27031).
(d) 28 --	Operating Agreement between Entergy Operations and Entergy Gulf States, dated as of December 31, 1993 (B-2(f) to Rule 24 Certificate in 70-8059).
(d) 29 --	Guarantee Agreement between Entergy Corporation and Entergy Gulf States, dated as of December 31, 1993 (B-5(a) to Rule 24 Certificate in 70-8059).
(d) 30 --	Service Agreement with Entergy Services, dated as of December 31, 1993 (B-6(c) to Rule 24 Certificate in 70-8059).
(d) 31 --	Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(d)31 to Form 10-K for the year ended December 31, 2002 in 1-27031).
*(d) 32 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(d) 33 --	Third Amendment, dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(d) 34 --	Fourth Amendment, dated April 1, 1997, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(d) 35 --	Agreement as to Expenses and Liabilities between Entergy Gulf States and Entergy Gulf States Capital I, dated as of January 28, 1997 (10(d)52 to Form 10-K for the year ended December 31, 1996 in 1-27031).
(d) 36 --	Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States and Parish of Iberville, State of Louisiana (B-3(a) to Rule 24 Certificate dated May 29, 1998 in 70-8721).
(d) 37 --	Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States and Industrial Development Board of the Parish of Calcasieu, Inc. (B-3(b) to Rule 24 Certificate dated January 29, 1999 in 70-8721).
(d) 38 --	Refunding Agreement (Series 1999-A) dated as of September 1, 1999 between Entergy Gulf States and Parish of West Feliciana, State of Louisiana (B-3(c) to Rule 24 Certificate dated October 8, 1999 in 70-8721).
(d) 39 --	Refunding Agreement (Series 1999-B) dated as of September 1, 1999 between Entergy Gulf States and Parish of West Feliciana, State of Louisiana (B-3(d) to Rule 24 Certificate dated October 8, 1999 in 70-8721).

Entergy Louisiana

(e) 1 --	Agreement, dated April 23, 1982, among Entergy Louisiana and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982, in 1-3517).
(e) 2 --	Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(e) 3 --	Amendment, dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(e) 4 --	Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(e) 5 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).
(e) 6 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-42523).
(e) 7 --	Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).
(e) 8 --	Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(e)12 to Form 10-K for the year ended December 31, 2002 in 1-8474).
*(e) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(e) 10 through (e) 25 -- See 10(a)10 through 10(a)25 above.
(e) 26 --	Fuel Lease, dated as of January 31, 1989, between River Fuel Company #2, Inc., and Entergy Louisiana (B-1(b) to Rule 24 Certificate in 70-7580).
(e) 27 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(e) 28 --	Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-8474).
(e) 29 --	Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(e) 30 --	First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(e) 31 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(e) 32 --	Middle South Utilities, Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).
(e) 33 --	First Amendment, dated January 1, 1990, 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).
(e) 34 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(e) 35 --	Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(e) 36 --	Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(e) 37 --	Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste, dated February 2, 1984, among DOE, System Fuels and Entergy Louisiana (10(d)33 to Form 10-K for the year ended December 31, 1984 in 1-8474).
(e) 38 --	Operating Agreement between Entergy Operations and Entergy Louisiana, dated as of June 6, 1990 (B-2(c) to Rule 24 Certificate dated June 15, 1990 in 70-7679).
(e) 39 --	Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
(e) 40 --	Installment Sale Agreement, dated July 20, 1994, between Entergy Louisiana and St. Charles Parish, Louisiana (B-6(e) to Rule 24 Certificate dated August 1, 1994 in 70-7822).
(e) 41 --	Installment Sale Agreement, dated November 1, 1995, between Entergy Louisiana and St. Charles Parish, Louisiana (B-6(a) to Rule 24 Certificate dated December 19, 1995 in 70-8487).
(e) 42 --	Refunding Agreement (Series 1999-A), dated as of June 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-6(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141).
(e) 43 --	Refunding Agreement (Series 1999-B), dated as of June 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-6(b) to Rule 24 Certificate dated July 6, 1999 in 70-9141).
(e) 44 --	Refunding Agreement (Series 1999-C), dated as of October 1, 1999, between Entergy Louisiana and Parish of St. Charles, State of Louisiana (B-11(a) to Rule 24 Certificate dated October 15, 1999 in 70-9141).
(e) 45 --	Agreement as to Expenses and Liabilities between Entergy Louisiana, Inc. and Entergy Louisiana Capital I dated July 16, 1996 (4(d) to Form 10-Q for the quarter ended June 30, 1996 in 1-8474).

Entergy Mississippi

(f) 1 --	Agreement dated April 23, 1982, among Entergy Mississippi and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(f) 2 --	Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(f) 3 --	Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(f) 4 --	Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(f) 5 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).
(f) 6 --	Service Agreement with Entergy Services, dated as of April 1, 1963 (D in 37-63).
(f) 7 --	Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).
(f) 8 --	Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(f)12 to Form 10-K for the year ended December 31, 2002 in 1-31508).
*(f) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(f) 10 through (f) 25 -- See 10(a)10 through 10(a)25 above.
(f) 26 --	Installment Sale Agreement, dated as of June 1, 1974, between Entergy Mississippi and Washington County, Mississippi (B-2(a) to Rule 24 Certificate dated August 1, 1974 in 70-5504).
(f) 27 --	Amended and Restated Installment Sale Agreement, dated as of April 1, 1994, between Entergy Mississippi and Warren County, Mississippi (B-6(a) to Rule 24 Certificate dated May 4, 1994 in 70-7914).
(f) 28 --	Amended and Restated Installment Sale Agreement, dated as of April 1, 1994, between Entergy Mississippi and Washington County, Mississippi, (B-6(b) to Rule 24 Certificate dated May 4, 1994 in 70-7914).
(f) 29 --	Refunding Agreement, dated as of May 1, 1999, between Entergy Mississippi and Independence County, Arkansas (B-6(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719).
(f) 30 --	Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B-3(a) in 70-6337).
(f) 31 --	Amendment, dated December 4, 1984, to the Independence Steam Electric Station Operating Agreement (10(c)51 to Form 10-K for the year ended December 31, 1984 in 0-375).
(f) 32 --	Amendment, dated December 4, 1984, to the Independence Steam Electric Station Ownership Agreement (10(c)54 to Form 10-K for the year ended December 31, 1984 in 0-375).
(f) 33 --	Owners Agreement, dated November 28, 1984, among Entergy Arkansas, Entergy Mississippi and other co-owners of the Independence Station (10(c)55 to Form 10-K for the year ended December 31, 1984 in 0-375).
(f) 34 --	Consent, Agreement and Assumption, dated December 4, 1984, among Entergy Arkansas, Entergy Mississippi, other co-owners of the Independence Station and United States Trust Company of New York, as Trustee (10(c)56 to Form 10-K for the year ended December 31, 1984 in 0-375).
(f) 35 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
+(f) 36 --	Post-Retirement Plan (10(d)24 to Form 10-K for the year ended December 31, 1983 in 0-320).
(f) 37 --	Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(f) 38 --	First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(f) 39 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(f) 40 --	Sales Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (D to Rule 24 Certificate dated June 26, 1974 in 70-5399).
(f) 41 --	Service Agreement, dated as of June 21, 1974, between System Energy and Entergy Mississippi (E to Rule 24 Certificate dated June 26, 1974 in 70-5399).
(f) 42 --	Partial Termination Agreement, dated as of December 1, 1986, between System Energy and Entergy Mississippi (A-2 to Rule 24 Certificate dated January 8, 1987 in 70-5399).
(f) 43 --	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).
(f) 44 --	First Amendment dated January 1, 1990 to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(f) 45 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(f) 46 --	Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(f) 47 --	Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
*+(f)48 --	Employment Agreement effective July 24, 2003 between Carolyn C. Shanks and Entergy Mississippi.

Entergy New Orleans

(g) 1 --	Agreement, dated April 23, 1982, among Entergy New Orleans and certain other System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(g) 2 --	Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(g) 3 --	Amendment dated as of February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(g) 4 --	Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(g) 5 --	Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).
(g) 6 --	Service Agreement with Entergy Services dated as of April 1, 1963 (5(a)5 in 2-42523).
(g) 7 --	Amendment, dated as of April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).
(g) 8 --	Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(g)12 to Form 10-K for the year ended December 31, 2002 in 0-5807).
*(g) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(g) 10 through (g) 25 -- See 10(a)10 through 10(a)25 above.
(g) 26 --	Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(g) 27 --	Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(g) 28 --	First Amendment to the Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(g) 29 --	Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(g) 30 --	Transfer Agreement, dated as of June 28, 1983, among the City of New Orleans, Entergy New Orleans and Regional Transit Authority (2(a) to Form 8-K dated June 24, 1983 in 1-1319).
(g) 31 --	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).
(g) 32 --	First Amendment, dated January 1, 1990, to the Middle South Utilities, Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(g) 33 --	Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(g) 34 --	Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(g) 35 --	Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).

(12) Statement Re Computation of Ratios

*(a)	Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(b)	Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(c)	Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(d)	Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(e)	Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(f)	System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

*(21) Subsidiaries of the Registrants

(23) Consents of Experts and Counsel

*(a)	The consent of Deloitte & Touche LLP is contained herein at page 355.
*(b)	Consent of Ernst & Young LLP.

*(24) Powers of Attorney

(31) Rule 13a-14(a)/15d-14(a) Certifications

*(a)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(b)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(c)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
*(d)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.
*(e)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.
*(f)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(g)	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(h)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.
*(i)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

(32) Section 1350 Certifications

*(a)	Section 1350 Certification for Entergy Corporation.
*(b)	Section 1350 Certification for Entergy Corporation.
*(c)	Section 1350 Certification for Entergy Arkansas.
*(d)	Section 1350 Certification for Entergy Gulf States.
*(e)	Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.
*(f)	Section 1350 Certification for Entergy Mississippi.
*(g)	Section 1350 Certification for Entergy New Orleans.
*(h)	Section 1350 Certification for System Energy.
*(i)	Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)	Section 1350 Certification for System Energy.

(99) Additional Exhibits

*(a) Entergy-Koch, LP Financial Statements for the years 2003, 2002, and 2001.

_________________
* Filed herewith.
+ Management contracts or compensatory plans or arrangements.

EXHIBIT INDEX

*(a) 9 --	Officer' Certificate for Entergy Corporation.
*(a) 10--	Officer' Certificate for Entergy Corporation.
*(a) 11--	Credit Agreement, dated as of November 24, 2003, among Entergy Corporation, Bayerische Hypo-und Vereinsbank AG, New York Branch, the Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
*(a) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(a) 25 --	Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A.
*(a) 38 --	Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A.
*+(a) 99 --	Employment Agreement effective November 24, 2003 between Mark T. Savoff and Entergy Services.
*(b) 63 --	Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among System Energy Resources, Inc., Union Bank of California, N.A., as administrating bank and funding bank, Keybank National Association, as syndication agent, Banc One Capital Markets, Inc., as documentation agent, and the Banks named therein, as Participating Banks.
*(c) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(d) 32 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(e) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(f) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*+(f)48 --	Employment Agreement effective July 24, 2003 between Carolyn C. Shanks and Entergy Mississippi.
*(g) 9 --	Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.

(12) Statement Re Computation of Ratios

*(a)	Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(b)	Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(c)	Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(d)	Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(e)	Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(f)	System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

*(21) Subsidiaries of the Registrants

(23) Consents of Experts and Counsel

*(a)	The consent of Deloitte & Touche LLP is contained herein at page 367.
*(b)	Consent of Ernst & Young LLP.

*(24) Powers of Attorney

(31) Rule 13a-14(a)/15d-14(a) Certifications

*(a)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(b)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(c)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
*(d)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.
*(e)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.
*(f)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(g)	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(h)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.
*(i)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.

(32) Section 1350 Certifications

*(a)	Section 1350 Certification for Entergy Corporation.
*(b)	Section 1350 Certification for Entergy Corporation.
*(c)	Section 1350 Certification for Entergy Arkansas.
*(d)	Section 1350 Certification for Entergy Gulf States.
*(e)	Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.
*(f)	Section 1350 Certification for Entergy Mississippi.
*(g)	Section 1350 Certification for Entergy New Orleans.
*(h)	Section 1350 Certification for System Energy.
*(i)	Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.

*(j) Section 1350 Certification for System Energy.

(99) Additional Exhibits

*(a) Entergy-Koch, LP Financial Statements for the years 2003, 2002, and 2001.

_________________
* Filed herewith.
+ Management contracts or compensatory plans or arrangements.

EX-4 3 a4a9.htm

Exhibit 4(a)9

ENTERGY CORPORATION

OFFICER'S CERTIFICATE

Steven C. McNeal, the Vice President and Treasurer of Entergy Corporation, a Delaware corporation (the "Company"), pursuant to the authority granted in the Board Resolutions of the Company dated May 11, 2000 and July 25, 2003, and Sections 102, 201 and 301 of the Indenture defined herein, does hereby certify to Deutsche Bank Trust Company Americas, as trustee (the "Trustee") under the Indenture (For Unsecured Debt Securities) of the Company dated as of December 1, 2002 (the "Indenture") that:

1. The Securities of the seventh series to be issued under the Indenture shall be designated "6.23% Senior Notes due March 15, 2008" (the "Senior Notes"). All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in Exhibit A hereto; all capitalized terms used in this certificate which are not defined herein or in Exhibit A hereto shall have the meanings set forth in the Indenture.
    
2. The Senior Notes shall be issued by the Company in the initial aggregate principal amount of $15,000,000. Additional Senior Notes, without limitation as to amount, having substantially the same terms as the Outstanding Senior Notes (except a different issue date and issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the Outstanding Senior Notes, and, if no interest has been paid, from November 20, 2003), may also be issued by the Company pursuant to the Indenture without the consent of the existing Holders of the Senior Notes. Such additional Senior Notes shall be part of the same series as the Outstanding Senior Notes.
    
3. The Senior Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on March 15, 2008.
    
4. The Senior Notes shall bear interest as provided in the form thereof set forth in Exhibit A hereto. For the purposes of Section 310 of the Indenture, a period from and including the 15^th of one month to but not including the 15^th of the next month will be considered a full month.
    
5. The principal of, and premium, if any, and each installment of interest on the Senior Notes shall be payable upon presentation of the Senior Notes at the office or agency of the Company in The City of New York; provided that payment of principal of, premium, if any, and each installment of interest may be made at the option of the Company by check mailed to the address of the persons entitled thereto or by wire transfer to an account designated by the person entitled thereto; and provided further that after payment of the Senior Notes in full, the Holders thereof shall promptly surrender such Senior Notes at the office or agency of the Company in The City of New York. Notices and demands to or upon the Company in respect of the Senior Notes and the Indenture may be served at the office or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment and service of notices and demands and the Company hereby appoints Deutsche Bank Trust Company Americas as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such office or agency and such agent. The registration and registration of transfers and exchanges in respect of the Senior Notes may be effected at the Corporate Trust Office of the Trustee. The Trustee will initially be the Security Registrar and the Paying Agent for the Senior Notes.
    
6. The Senior Notes will be redeemable at the option of the Company prior to the Stated Maturity of the principal thereof as provided in the form thereof set forth in Exhibit A hereto.
    
7. No service charge shall be made for the registration of transfer or exchange of the Senior Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.
    
8. If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Senior Notes, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer's Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer's Certificate, either:

(A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Senior Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Senior Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent p ublic accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Senior Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

9. So long as any Senior Notes remain Outstanding, the Company will comply with the following covenants in addition to those specified in Article Six of the Indenture:

(a) Limitation on Debt. The Company shall not permit the total principal amount of all Debt of the Company and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization, as defined below, determined as of the last day of the Company's most recently ended fiscal quarter. For purposes of this restriction "Debt" and "Capitalization" shall not include junior subordinated deferrable interest debentures of a Significant Subsidiary issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization," and any Debt of any subsidiary of the Company that is Non-Recourse Debt. "Non-Recourse Debt" means any Debt of any subsidiary of the Company that does not constitute Debt of the Company or of any Significant Subsidiary. "Capitalization" means, as of any date of determination, with respect to the Company and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Company and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Company and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

(b) Disposition of Assets. The Company will not sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of any Principal Utility Subsidiary (as defined below), or permit any Principal Utility Subsidiary to issue, sell or otherwise dispose of any of its shares of voting common stock (or of stock or other instruments convertible into voting common stock) (each such case, a "Stock Disposition"), except to the Company or to a Principal Utility Subsidiary, unless within 180 days of such Stock Disposition, the Company applies (or causes such Principal Utility Subsidiary to apply) all of the Net Available Cash (as defined below) from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Company and/or Debt of one or more Domestic Regulated Utility Subsidiaries t hat remain a subsidiary of the Company and/or (ii) to reinvest in the business of one or more Domestic Regulated Utility Subsidiaries. For purposes of this restriction, a Stock Disposition shall be treated as a separate transaction and not part of a series of transactions if it occurs 180 days or more after another Stock Disposition.

"Principal Utility Subsidiary" means Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., System Energy Resources, Inc. and any other Domestic Regulated Utility Subsidiary (i) the total assets (after intercompany eliminations) of which exceed 20% of total assets of the Company and the total assets of its subsidiaries or (ii) the net worth of which exceeds 20% of the Consolidated Net Worth of the Company and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Company and its subsidiaries. In no event shall "Principal Utility Subsidiary "include any Domestic Regulated Utility Subsidiary that as of September 30, 2002, (i) had total assets (after intercompany eliminations) which were 5% or less of the Company's total assets and the total assets of its subsidiaries at such date or (ii) had a net worth which was 5% or less of the Consolidated Net Worth of the Company and its subsidiaries at such date.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under United States generally accepted accounting principles, as a result of such Stock Disposition.

(c) Insurance. The Company will maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Trustee, within a reasonable time after written request therefor, such information as to the insurance carried as the Trustee may reasonably request;

(d) Compliance with Law. The Company will comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws. "Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurf ace strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes; and

(e) Reports to Holders of Senior Notes. The Company will deliver documents and reports specified in Section 1002 of the Indenture to the Holders of Senior Notes.

10. So long as any Senior Notes remain Outstanding, each of the following events will constitute an "Event of Default" with respect to the Senior Notes in addition to those Events of Default specified in Section 801 of the Indenture:

(a) Failure to pay any principal of or premium or interest on any Debt of the Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such a failure with respect to Securities of another series, when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure continues after the expiration of any applicable grace period specified in the agreement or instrument relating to such Debt; or

(b) Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its inability to pay debts generally, or making a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sough t in such proceeding, including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or

(c) Any judgment or order for the payment of money in excess of $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
 

11. (a) So long as any Senior Notes remain Outstanding, the first sentence of Section 802 of the Indenture shall read, and shall be applicable to the Senior Notes, as follows:

"If an Event of Default applicable to the Securities of any series but not applicable to other series of Outstanding Securities shall have occurred and be continuing or, if a Prepayment Event (as defined below) with respect to the Senior Notes shall have occurred and be continuing, either the Trustee or the Holders of a majority in aggregate principal amount of the Securities of such series or the Senior Notes, as the case may be, may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series or the Senior Notes, as the case may be, and interest accrued thereon to be due and payable immediately."

(b) For the purposes of paragraph 11(a) above, "Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to Debt of a Significant Subsidiary that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or such Debt being required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

(c) So long as any Senior Notes remain Outstanding, notwithstanding anything set forth in Section 802 of the Indenture, the Senior Notes shall become automatically due and payable upon an actual entry of an order for relief under the United States federal bankruptcy code with respect to the Company or any Significant Subsidiary.
 

12. The Senior Notes shall have such other terms and provisions as are provided in the form thereof set forth in Exhibit A hereto, and shall be issued in substantially such form.
     
13. The Senior Notes will be issued and sold by the Company pursuant to Section 4(2) of the Securities Act. Unless not required by applicable law, each Senior Note shall bear the non-registration legend in substantially the form set forth in such form set forth in Exhibit A hereto. By its acquisition of any Senior Notes, each Holder will be deemed to have agreed to the transfer restrictions contained in such legend and the other procedures and requirements relating to a transfer of Senior Notes. Nothing in the Indenture, the Senior Notes or this certificate shall be construed to require the Company to register any Senior Notes under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such Senior Notes in violation of applicable law. In connection with any transfer of Senior Notes, the transferring Holders and their transferees shall provide the Company and the Trustee with such opinions (which may be an opinion of counsel wh o is an employee of such Holder or an Affiliate thereof), certificates and other information as the Company or the Trustee may reasonably request regarding the compliance of such transfer with the Securities Act and any applicable state securities laws or any exemption therefrom, provided, however, that if the proposed transfer of Senior Notes is to a transferee that is an Institutional Investor, as defined in the separate Note Purchase Agreements dated November 20, 2003 by and between the Company and the respective purchasers named therein, the Company and the Trustee shall only require a certificate from the transferee to the effect that it is such an Institutional Investor. In connection with any transfer of the Senior Notes, the Trustee, the Security Registrar and the Company shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon such opinions, certificates and other information, received from the Holders and any transferees of a ny Senior Notes regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Senior Notes and any other facts and circumstances related to such transfer.
     
14. (a) The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance, authentication and delivery of the Senior Notes and in respect of compliance with which this certificate is made;

(b) The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

(c) In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with; and

(d) In the opinion of the undersigned, such conditions and covenants and conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the authentication and delivery of the Senior Notes requested in the accompanying Company Order No. 7, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 20th day of November, 2003.

/s/ Steven C. McNeal____________

Steven C. McNeal
Vice President and Treasurer

EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER SUCH CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW.

No. R- PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

6.23% SENIOR NOTES DUE MARCH 15, 2008

Entergy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to

or registered assigns, the principal sum of ____________________ Dollars on March 15, 2008, and to pay interest on said principal sum semi-annually on March 15 and September 15 of each year commencing March 15, 2004 (each an Interest Payment Date) at the rate of 6.23% per annum, until the principal hereof is paid or made available for payment and to pay interest, to the extent permitted by law, on any overdue principal and interest, at the rate of 6.23% per annum. Interest on the Securities of this series will accrue from, and include, November 20, 2003, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day next preceding such Interest Payment Date, provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of, and premium, if any, and interest on this Security will be made upon presentation at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, provided, however, that, at the option of the Company, the principal of, and premium, if any, and interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided, further, that, after payment in full of this Security the Holder shall promptly surrender this Security at the office or agency of the Company in The City of New York, the State of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Any capitalized term which is used herein and not otherwise defined shall have the meaning ascribed to such term in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ENTERGY CORPORATION

By:_______________________________________

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

Deutsche Bank Trust Company Americas, as Trustee

By:_______________________________________
Authorized Signatory

[FORM OF REVERSE OF SENIOR NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of December 1, 2002 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer's Certificate filed with the Trustee on November 20, 2003 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and del ivered.

The Securities of this series will be redeemable at the option of the Company prior to the Stated Maturity (each a "Redemption Date"), in whole or in part, at any time. The Company will give notice of its intent to redeem such Securities of this series at least 30 days prior to the Redemption Date. If the Company redeems all or any part of the Securities of this series, it will pay a Redemption Price (the "Redemption Price") equal to the greater of

(1) 100% of the principal amount of the Securities of this series being redeemed, or

(2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed (excluding the portion of any such interest accrued to the 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 0.50%,

plus, in each case, accrued and unpaid interest on the Securities of this series being redeemed to the Redemption Date.

"Adjusted Treasury Rate" means, with respect to any Redemption Date:

(1) 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 Securities of this 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 line basis, rounding to the nearest month); or

(2) 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.

"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this 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 maturity to the remaining term of the Securities of this series.

"Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

"Independent Investment Banker" means Barclays Capital Inc. 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.

"Reference Treasury Dealer" means (1) Barclays Capital Inc. and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

"Reference Treasury Dealer Quotations" means, 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 Company shall deliver to the Trustee before any Redemption Date for the Securities of this series its calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may presume the correctness of, and shall be fully protected in acting upon the Company's calculation of any Redemption Price of the Securities of this series.

In lieu of stating the Redemption Price, notices of redemption of the Securities of this series shall state substantially the following: "The Redemption Price of the Securities of this series to be redeemed shall equal the sum of (a) the greater of (i) 100% of the principal amount of such Senior Notes, or (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 the Senior Notes being redeemed (excluding the portion of any such interest accrued to the 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 0.50%."

If less than all of the Securities of this series are to be redeemed consistent with the terms hereof, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series on a pro rata basis.

If at the time notice of redemption is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Redemption Date and such notice shall be of no effect unless such moneys are received.

Upon payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer's Certificate described above.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the Securities Act and that the Securities of this series may not be offered or sold except as permitted in the non-registration legend on the face of this Security.

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor statute),except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding to waive compliance by the Company with certain provisions of the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Ou tstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $100,000 and in any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the Officer's Certificate establishing the terms of the Securities of this series.

EX-4 4 a4a10.htm

Exhibit 4(a)10

ENTERGY CORPORATION

OFFICER'S CERTIFICATE

Steven C. McNeal, the Vice President and Treasurer of Entergy Corporation, a Delaware corporation (the "Company"), pursuant to the authority granted in the Board Resolutions of the Company dated May 11, 2000 and July 25, 2003, and Sections 102, 201 and 301 of the Indenture defined herein, does hereby certify to Deutsche Bank Trust Company Americas, as trustee (the "Trustee") under the Indenture (For Unsecured Debt Securities) of the Company dated as of December 1, 2002 (the "Indenture") that:

1. The Securities of the sixth series to be issued under the Indenture shall be designated "6.90% Senior Notes due November 15, 2010" (the "Senior Notes"). All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in Exhibit A hereto; all capitalized terms used in this certificate which are not defined herein or in Exhibit A hereto shall have the meanings set forth in the Indenture.
    
2. The Senior Notes shall be issued by the Company in the initial aggregate principal amount of $140,000,000. Additional Senior Notes, without limitation as to amount, having substantially the same terms as the Outstanding Senior Notes (except a different issue date and issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the Outstanding Senior Notes, and, if no interest has been paid, from November 20, 2003), may also be issued by the Company pursuant to the Indenture without the consent of the existing Holders of the Senior Notes. Such additional Senior Notes shall be part of the same series as the Outstanding Senior Notes.
    
3. The Senior Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on November 15, 2010.
    
4. The Senior Notes shall bear interest as provided in the form thereof set forth in Exhibit A hereto. For the purposes of Section 310 of the Indenture, a period from and including the 15^th of one month to but not including the 15^th of the next month will be considered a full month.
    
5. The principal of, and premium, if any, and each installment of interest on the Senior Notes shall be payable upon presentation of the Senior Notes at the office or agency of the Company in The City of New York; provided that payment of principal of, premium, if any, and each installment of interest may be made at the option of the Company by check mailed to the address of the persons entitled thereto or by wire transfer to an account designated by the person entitled thereto; and provided further that after payment of the Senior Notes in full, the Holders thereof shall promptly surrender such Senior Notes at the office or agency of the Company in The City of New York. Notices and demands to or upon the Company in respect of the Senior Notes and the Indenture may be served at the office or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment and service of notices and demands and the Company hereby appoints Deutsche Bank Trust Company Americas as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such office or agency and such agent. The registration and registration of transfers and exchanges in respect of the Senior Notes may be effected at the Corporate Trust Office of the Trustee. The Trustee will initially be the Security Registrar and the Paying Agent for the Senior Notes.
    
6. The Senior Notes will be redeemable at the option of the Company prior to the Stated Maturity of the principal thereof as provided in the form thereof set forth in Exhibit A hereto.
    
7. No service charge shall be made for the registration of transfer or exchange of the Senior Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.
    
8. If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Senior Notes, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer's Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer's Certificate, either:

(A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Senior Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Senior Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent p ublic accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Senior Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.
 

9. So long as any Senior Notes remain Outstanding, the Company will comply with the following covenants in addition to those specified in Article Six of the Indenture:

(a) Limitation on Debt. The Company shall not permit the total principal amount of all Debt of the Company and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization, as defined below, determined as of the last day of the Company's most recently ended fiscal quarter. For purposes of this restriction "Debt" and "Capitalization" shall not include junior subordinated deferrable interest debentures of a Significant Subsidiary issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization," and any Debt of any subsidiary of the Company that is Non-Recourse Debt. "Non-Recourse Debt" means any Debt of any subsidiary of the Company that does not constitute Debt of the Company or of any Significant Subsidiary. "Capitalization" means, as of any date of determination, with respect to the Company and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Company and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Company and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

(b) Disposition of Assets. The Company will not sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of any Principal Utility Subsidiary (as defined below), or permit any Principal Utility Subsidiary to issue, sell or otherwise dispose of any of its shares of voting common stock (or of stock or other instruments convertible into voting common stock) (each such case, a "Stock Disposition"), except to the Company or to a Principal Utility Subsidiary, unless within 180 days of such Stock Disposition, the Company applies (or causes such Principal Utility Subsidiary to apply) all of the Net Available Cash (as defined below) from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Company and/or Debt of one or more Domestic Regulated Utility Subsidiaries t hat remain a subsidiary of the Company and/or (ii) to reinvest in the business of one or more Domestic Regulated Utility Subsidiaries. For purposes of this restriction, a Stock Disposition shall be treated as a separate transaction and not part of a series of transactions if it occurs 180 days or more after another Stock Disposition.

"Principal Utility Subsidiary" means Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., System Energy Resources, Inc. and any other Domestic Regulated Utility Subsidiary (i) the total assets (after intercompany eliminations) of which exceed 20% of total assets of the Company and the total assets of its subsidiaries or (ii) the net worth of which exceeds 20% of the Consolidated Net Worth of the Company and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Company and its subsidiaries. In no event shall "Principal Utility Subsidiary "include any Domestic Regulated Utility Subsidiary that as of September 30, 2002, (i) had total assets (after intercompany eliminations) which were 5% or less of the Company's total assets and the total assets of its subsidiaries at such date or (ii) had a net worth which was 5% or less of the Consolidated Net Worth of the Company and its subsidiaries at such date.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under United States generally accepted accounting principles, as a result of such Stock Disposition.

(c) Insurance. The Company will maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Trustee, within a reasonable time after written request therefor, such information as to the insurance carried as the Trustee may reasonably request;

(d) Compliance with Law. The Company will comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws. "Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurf ace strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes; and

(e) Reports to Holders of Senior Notes. The Company will deliver documents and reports specified in Section 1002 of the Indenture to the Holders of Senior Notes.
 

10. So long as any Senior Notes remain Outstanding, each of the following events will constitute an "Event of Default" with respect to the Senior Notes in addition to those Events of Default specified in Section 801 of the Indenture:

(a) Failure to pay any principal of or premium or interest on any Debt of the Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such a failure with respect to Securities of another series, when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure continues after the expiration of any applicable grace period specified in the agreement or instrument relating to such Debt; or

(b)Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its inability to pay debts generally, or making a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding, including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or

(c) Any judgment or order for the payment of money in excess of $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
 

11. (a) So long as any Senior Notes remain Outstanding, the first sentence of Section 802 of the Indenture shall read, and shall be applicable to the Senior Notes, as follows:

"If an Event of Default applicable to the Securities of any series but not applicable to other series of Outstanding Securities shall have occurred and be continuing or, if a Prepayment Event (as defined below) with respect to the Senior Notes shall have occurred and be continuing, either the Trustee or the Holders of a majority in aggregate principal amount of the Securities of such series or the Senior Notes, as the case may be, may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series or the Senior Notes, as the case may be, and interest accrued thereon to be due and payable immediately."

(b) For the purposes of paragraph 11(a) above, "Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to Debt of a Significant Subsidiary that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or such Debt being required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

(c) So long as any Senior Notes remain Outstanding, notwithstanding anything set forth in Section 802 of the Indenture, the Senior Notes shall become automatically due and payable upon an actual entry of an order for relief under the United States federal bankruptcy code with respect to the Company or any Significant Subsidiary.
 

12. The Senior Notes shall have such other terms and provisions as are provided in the form thereof set forth in Exhibit A hereto, and shall be issued in substantially such form.
     
13. The Senior Notes will be issued and sold by the Company pursuant to Section 4(2) of the Securities Act. Unless not required by applicable law, each Senior Note shall bear the non-registration legend in substantially the form set forth in such form set forth in Exhibit A hereto. By its acquisition of any Senior Notes, each Holder will be deemed to have agreed to the transfer restrictions contained in such legend and the other procedures and requirements relating to a transfer of Senior Notes. Nothing in the Indenture, the Senior Notes or this certificate shall be construed to require the Company to register any Senior Notes under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such Senior Notes in violation of applicable law. In connection with any transfer of Senior Notes, the transferring Holders and their transferees shall provide the Company and the Trustee with such opinions (which may be an opinion of counsel wh o is an employee of such Holder or an Affiliate thereof), certificates and other information as the Company or the Trustee may reasonably request regarding the compliance of such transfer with the Securities Act and any applicable state securities laws or any exemption therefrom, provided, however, that if the proposed transfer of Senior Notes is to a transferee that is an Institutional Investor, as defined in the separate Note Purchase Agreements dated November 20, 2003 by and between the Company and the respective purchasers named therein, the Company and the Trustee shall only require a certificate from the transferee to the effect that it is such an Institutional Investor. In connection with any transfer of the Senior Notes, the Trustee, the Security Registrar and the Company shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon such opinions, certificates and other information, received from the Holders and any transferees of a ny Senior Notes regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Senior Notes and any other facts and circumstances related to such transfer.
     
14. (a) The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance, authentication and delivery of the Senior Notes and in respect of compliance with which this certificate is made;

(b) The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

(c) In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with; and

(d) In the opinion of the undersigned, such conditions and covenants and conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the authentication and delivery of the Senior Notes requested in the accompanying Company Order No. 6, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 20th day of November, 2003.

/s/ Steven C. McNeal________________
Steven C. McNeal
Vice President and Treasurer

EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER SUCH CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW.

No. R- PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

6.90% SENIOR NOTES DUE NOVEMBER 15, 2010

Entergy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to

or registered assigns, the principal sum of ____________________ Dollars on November 15, 2010, and to pay interest on said principal sum semi-annually on May 15 and November 15 of each year commencing May 15, 2004 (each an Interest Payment Date) at the rate of 6.90% per annum, until the principal hereof is paid or made available for payment and to pay interest, to the extent permitted by law, on any overdue principal and interest, at the rate of 6.90% per annum. Interest on the Securities of this series will accrue from, and include, November 20, 2003, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Pa yment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day next preceding such Interest Payment Date, provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of, and premium, if any, and interest on this Security will be made upon presentation at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, provided, however, that, at the option of the Company, the principal of, and premium, if any, and interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided, further, that, after payment in full of this Security the Holder shall promptly surrender this Security at the office or agency of the Company in The City of New York, the State of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Any capitalized term which is used herein and not otherwise defined shall have the meaning ascribed to such term in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ENTERGY CORPORATION

By:_______________________________________

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

Deutsche Bank Trust Company Americas, as Trustee

By:_______________________________________
Authorized Signatory

[FORM OF REVERSE OF SENIOR NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of December 1, 2002 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer's Certificate filed with the Trustee on November 20, 2003 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and del ivered.

The Securities of this series will be redeemable at the option of the Company prior to the Stated Maturity (each a "Redemption Date"), in whole or in part, at any time. The Company will give notice of its intent to redeem such Securities of this series at least 30 days prior to the Redemption Date. If the Company redeems all or any part of the Securities of this series, it will pay a Redemption Price (the "Redemption Price") equal to the greater of

(1) 100% of the principal amount of the Securities of this series being redeemed, or

(2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed (excluding the portion of any such interest accrued to the 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 0.50%,

plus, in each case, accrued and unpaid interest on the Securities of this series being redeemed to the Redemption Date.

"Adjusted Treasury Rate" means, with respect to any Redemption Date:

(1) 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 Securities of this 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 line basis, rounding to the nearest month); or

(2) 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.

"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this 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 maturity to the remaining term of the Securities of this series.

"Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

"Independent Investment Banker" means Barclays Capital Inc. 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.

"Reference Treasury Dealer" means (1) Barclays Capital Inc. and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

"Reference Treasury Dealer Quotations" means, 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 Company shall deliver to the Trustee before any Redemption Date for the Securities of this series its calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may presume the correctness of, and shall be fully protected in acting upon the Company's calculation of any Redemption Price of the Securities of this series.

In lieu of stating the Redemption Price, notices of redemption of the Securities of this series shall state substantially the following: "The Redemption Price of the Securities of this series to be redeemed shall equal the sum of (a) the greater of (i) 100% of the principal amount of such Senior Notes, or (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 the Senior Notes being redeemed (excluding the portion of any such interest accrued to the 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 0.50%."

If less than all of the Securities of this series are to be redeemed consistent with the terms hereof, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series on a pro rata basis.

If at the time notice of redemption is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Redemption Date and such notice shall be of no effect unless such moneys are received.

Upon payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer's Certificate described above.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the Securities Act and that the Securities of this series may not be offered or sold except as permitted in the non-registration legend on the face of this Security.

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor statute),except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding to waive compliance by the Company with certain provisions of the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Ou tstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $100,000 and in any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the Officer's Certificate establishing the terms of the Securities of this series.

EX-4 5 a4a11.htm

Exhibit 4(a)11

U.S. $35,000,000

CREDIT AGREEMENT

Dated as November 24, 2003

Among

ENTERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Administrative Agent

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Arranger

CREDIT AGREEMENT

Dated as of November 24, 2003

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Bayerische Hypo- und Vereinsbank AG, New York Branch ("HypoVereinsbank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree as follows:

1. 
   DEFINITIONS AND ACCOUNTING TERMS

1. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Eurodollar Lending Office.

"Applicable Margin" means 185 basis points per annum for any Eurodollar Rate Advance.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Available Commitment" means, as to any Lender at any time of determination, an amount equal to the excess of (a) such Lender's Commitment over (b) the aggregate principal amount of such Lender's Advances then outstanding.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

1. the rate of interest announced publicly by HypoVereinsbank in New York, New York, from time to time, as HypoVereinsbank's base rate; and
2. 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.05(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.07 or 2.08.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

"Close", "Closing" means the execution and delivery of this Agreement by the Borrower, Administrative Agent, and the Lenders following the satisfaction or waiver by the Lenders of the conditions precedent set forth in Section 3.01.

"Commitment" has the meaning specified in Section 2.01.

"Commitment Period" means the period beginning on (and including) the date of this Agreement and ending upon (and including) the date occurring seven calendar days after the date of this Agreement.

"Consolidated EBITDA" means, for any period, the sum of (i) net income of the Borrower and its subsidiaries for such period, but excluding therefrom (to the extent otherwise included therein) any extraordinary gains or losses, plus (ii) to the extent deducted in determining such net income for such period, Consolidated Interest Expense, income taxes, distributions on preferred securities of subsidiaries, preferred dividend requirements, depreciation and amortization expense and any other non-cash charges constituting operating expense, determined in each case in accordance with generally accepted accounting principles consistently applied.

"Consolidated Interest Expense" means, for any period, the interest expense during such period in respect of Debt of the Borrower and its subsidiaries of the types described in clauses (i) through (iv) of the definition of "Debt", excluding interest in respect of nuclear fuel capital leases.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.07 or 2.08.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) liabilities in r espect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Domestic Regulated Utility Subsidiary" means a direct or indirect domestic subsidiary of the Borrower engaged in generation, transmission or distribution of electricity or the transmission or distribution of natural gas that is regulated as to rates by the Federal Energy Regulatory Commission (or successor agency) or a state or local governmental body on a cost-of-service basis.

"Eligible Assignee" means a Person (a) (i) that is (A) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $500,000,000; (B) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States or another country which is also a member of OECD; or (C) a Lender, a financial institution Affiliate of any Lender or an Approved Fund of any Lender immediately prior to an assignment and (ii) whose long-term public senior debt securities are rated at least "BBB-" by S&P or at least "Baa3" by Moody's; or (b) that is approved by the Borrower (whose approval shall not be unreasonably withheld) and the Administrative Agent.

"Entergy Arkansas" means Entergy Arkansas, Inc., an Arkansas corporation.

"Entergy Gulf States" means Entergy Gulf States, Inc., a Texas corporation.

"Entergy Louisiana" means Entergy Louisiana, Inc., a Louisiana corporation.

"Entergy Mississippi" means Entergy Mississippi, Inc., a Mississippi corporation.

"Entergy New Orleans" means Entergy New Orleans, Inc., a Louisiana corporation.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of the Reference Bank in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Age nt from the Reference Bank two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.07.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.05(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Granting Lender" has the meaning specified in Section 8.07(i).

"Guaranty Obligations" means (i) direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Indemnified Person" has the meaning specified in Section 8.04(c).

"Interest Coverage Ratio" means as of any date of determination, the ratio of (i) Consolidated EBITDA for the period of four fiscal quarters ending on such date to (ii) Consolidated Interest Expense for such period.

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below, unless such advance is converted into another Interest Period pursuant to Section 2.08. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, or 1, 2, 3, 4 or 5 years (or any other period agreed upon by the Borrower and the Lenders) as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

1. the Borrower may not select any Interest Period that ends after the Maturity Date;
2. Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and
3. whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Junior Subordinated Debentures" means any junior subordinated deferrable interest debentures issued by any Significant Subsidiary or Entergy New Orleans from time to time.

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Majority Lenders" means at any time Lenders to which are owed at least 66-2/3% of the then aggregate unpaid principal amount of the Advances, or, if no such principal amount is then outstanding, Lenders having at least 66-2/3% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments.

"Maturity Date" means November 24, 2008.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under generally accepted accounting principles, as a result of such Stock Disposition.

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower, any Significant Subsidiary or Entergy New Orleans.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

"Notice of Conversion" has the meaning specified in Section 2.08(a).

"OECD" means the Organization for Economic Cooperation and Development.

"Other Taxes" has the meaning specified in Section 2.13(b).

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of the Borrower or of a Significant Subsidiary that, in either case, is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

"Reference Bank" means HypoVereinsbank.

"Register" has the meaning specified in Section 8.07(c).

"Relevant Rating" means the Senior Debt Ratings of the Significant Subsidiary (other than SERI) having the second lowest Senior Debt Ratings from Moody's and S&P of all Significant Subsidiaries (other than SERI).

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"SEC Order" has the meaning specified in Section 3.01(a)(iii).

"Senior Debt Rating" means, as to any Person, the rating assigned by Moody's or S&P to the senior secured long-term debt of such Person.

"SERI" means System Energy Resources, Inc., an Arkansas corporation.

"Significant Subsidiary" means Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, SERI and any other Domestic Regulated Utility Subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries.

"SPC" has the meaning specified in Section 8.07(i).

"Stock Disposition" means, with respect to any Person, the issuance, sale, lease, transfer, conveyance or other disposition of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of such Person.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

"Taxes" has the meaning specified in Section 2.13(a).

2. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

3. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

2. 
   AMOUNTS AND TERMS OF THE ADVANCES

1. The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make one Eurodollar Rate Advance to the Borrower on any Business Day during the period from the date hereof until the last day of the Commitment Period in an amount not to exceed the amount set opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c) (such Lender's "Commitment"). At no time may the principal amount outstanding hereunder exceed the aggregate amount of the Commitments; provided further that, the aggregate amount of the Commitments shall not exceed $35,000,000.

2. Making the Advances.

1. Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) the Borrower's wire instructions, and (E) initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon (New York City time) on the date of any Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
2. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
3. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available t o the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
4. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

3. Reserved.
4. Repayment of Advances, Etc.

The Borrower shall repay the principal amount of each Advance made by each Lender on the Maturity Date.

5. Interest on Advances.

The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

1. Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable quarterly on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full.
2. Eurodollar Rate Advances. Subject to Section 2.06, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin, payable on the last day of each Interest Period for such Eurodollar Rate Advance and on the date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

6. Additional Interest on Eurodollar Rate Advances.

The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determi nation shall be conclusive and binding for all purposes, absent manifest error.

7. Interest Rate Determination.

1. The Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate.
2. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.05(a).
3. If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon

1. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
2. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

8. Conversion of Advances.

1. Voluntary. The Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11, on any Business Day, Convert all Eurodollar Rate Advances of a specified Interest Period made in connection with the same Borrowing into Advances of another specified Interest Period; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another specified Interest Period shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a "Notice of Conversion") shall be by telecopier, telex or cable, confirmed immediately in wr iting, in substantially the form of Exhibit A-2 hereto, specifying therein (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) the duration of the Interest Period for each such Advance.
2. Mandatory. If a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, or if any proposed Conversion of a Borrowing shall not occur as a result of the circumstances described in paragraph (c) below, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
3. Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. The Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Prepayment Event or Event of Default, or any event that would constitute an Event of Default or a Prepayment Event with notice or lapse of time or both), such Conversion does not occur. The Borrower's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

9. Prepayments.

If the Borrower at any time prepays any Advance, then the Borrower shall give notice to the Administrative Agent prior to 11:00 A.M. (New York City time) at least two Business Days' prior to the date of prepayment, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid and, if such prepayment is prior to November 24, 2007 such other amounts pursuant to Section 8.04(b); provided, however, that (i) partial prepayment shall not be permitted, and (ii) in the case of any such prepayment of an Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment. Amounts so prepaid under this Section 2.09 may not be reborrowed.

10. Increased Costs.

1. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusiv e and binding for all purposes, absent manifest error.
2. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be alloc able to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

11. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, any change in or any change in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Conver ts all Eurodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.08.

12. Payments and Computations.

1. The Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds in accordance with the payment instructions set opposite the name of the Administrative Agent on Schedule I. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
2. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due.
3. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
4. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
5. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
6. Notwithstanding anything to the contrary contained herein, any amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the higher of the then current interest rate plus the Applicable Margin plus 2% and the Base Rate plus 2%, payable upon demand.

13. Taxes.

1. Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxe s from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased (unless and to the extent that (x) the Borrower is required to deduct such Taxes because any Lender fails to provide the Administrative Agent and the Borrower with the forms described in subsection (d) below and (y) such Lender is entitled to an exemption from United States withholding taxes with respect to such sum payable) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
2. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
3. The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question or the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, take such actions as the Borrower may reasonably request to preserve the Borrower's rights to contest such Taxes or Other Taxes, and, promptly following receipt of any refund of amounts with respect to Taxes or Other Taxes for which such Lenders or the Administrative Agent were previously indemnified under this Section 2.13, pay to the Borrower such refunded amounts (including any interest paid by the relevant taxing authority with respect to such amounts).
4. Prior to the date of the initial Borrowing in the case of each Bank, and on the date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and from time to time thereafter if requested by the Borrower or the Administrative Agent, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Borrower in writing to that effect. Unless the Borrower and the Administrative Age nt have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, the Borrower or, if the Borrower fails to do so, the Administrative Agent, shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States.
5. Any Lender claiming any additional amounts payable pursuant to this Section 2.13 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or take other actions customary or otherwise reasonable under the circumstances if the making of such a change or the taking of such actions would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
6. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.13 shall survive the payment in full of principal and interest hereunder.

14. Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repaym ent to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

15. Noteless Agreement; Evidence of Indebtedness.

1. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
2. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
3. The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
4. Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender and in a form acceptable to the Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from the Borrower, payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

3. 
   CONDITIONS OF LENDING

1. Conditions Precedent to Closing.

The obligation of each Lender to Close is subject to the conditions precedent that on or before the date of Closing:

1. The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:

1. A promissory note payable to the order of each Lender that requests one pursuant to Section 2.15.
2. Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement;
3. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order (File No. 70-9749) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement (the "SEC Order");
4. Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of September 30, 2003, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied;
5. A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.

2. Conditions Precedent to Each Borrowing.

The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

1. the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true):

1. The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

2. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

4. 
   REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects.
2. The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.
3. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (i) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (ii) the SEC Order.
4. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
5. The consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2002 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of September 30, 2003, and for the three-month period ended on such date set forth in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated September 30, 2003, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance wi th generally accepted accounting principles consistently applied. Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2003, since December 31, 2002, there has been no material adverse change in the financial condition or operations of the Borrower.
6. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and the Borrower's Quarterly Report on Form 10-Q for the period ended September 30, 2003, there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect.
7. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.
8. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) is, on the date hereof, represented by margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).
9. The Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and is registered under, the Public Utility Holding Company Act of 1935.
10. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole.
11. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
12. The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

5. 
   COVENANTS OF THE BORROWER

1. Affirmative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

1. Keep Books; Corporate Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

1. keep proper books of record and account, all in accordance with generally accepted accounting principles;
2. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business;
3. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;
4. comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;
5. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;
6. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and
7. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the Lenders and their respective agents and representatives to inspect the records and books of account of the Borrower and its subsidiaries during regular business hours.

2. Use of Proceeds. The Borrower may use the proceeds of the Borrowings for only (i) general corporate purposes and (ii) subject to the terms and conditions of this Agreement, repurchases of common stock of the Borrower and/or investments in nonregulated and/or nonutility businesses.
3. Reporting Requirements. Furnish to the Lenders:

1. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, (A) consolidated balance sheets of the Borrower and its subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of the Borrower and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
2. as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm as the Administrative Agent may approve), and certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
3. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Prepayment Event or Event of Default has occurred and is continuing, or if a Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as the case may be, and the action that the Borrower has taken and proposes to take with respect thereto;
4. as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto;
5. as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith;
6. promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935 in connection with the proceeding of the SEC in File No. 70-9749 related to the SEC Order or any subsequent proceedings related thereto;
7. as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto;
8. promptly and in any event within two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
9. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
10. promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
11. promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and
12. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

(d) Interest Coverage Ratio. As of the end of each fiscal quarter of the Borrower, maintain an Interest Coverage Ratio of not less than 2.0:1.0.

2. Negative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

1. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries or of Entergy New Orleans), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not mate rial to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $ 100,000,000 at any one time and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of Entergy New Orleans unless the obligations of the Borrower to the Lenders hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lende rs.
2. Limitation on Debt. Permit the total principal amount of all Debt of the Borrower and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization determined as of the last day of the most recently ended fiscal quarter of the Borrower; provided, however, that for purposes of this Section 5.02(b) "Debt" and "Capitalization" shall not include (i) Junior Subordinated Debentures issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization" and (ii) any Debt of any subsidiary of the Borrower that is Non-Recourse Debt.
3. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that the Borrower may merge with any other Person, provided that, immediately after giving effect to any such merger, (i) the Borrower is the surviving corporation or (A) the surviving corporation is organized under the laws of one of the states of the United States of America and assumes the Borrower's obligations hereunder in a manner acceptable to the Majority Lenders, and (B) after giving effect to such merger, the senior unsecured long-term debt of such Person shall be at least BBB- and Baa3, (ii) no event shall have occurred and be continuing that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permiss ible with respect to it or its property under this Agreement on the date of such transaction.
4. Disposition of Assets. Cause a Stock Disposition with respect to any Significant Subsidiary, or permit any Significant Subsidiary to cause a Stock Disposition with respect to any other Person, except to the Borrower or a Significant Subsidiary, unless such Stock Disposition is pursuant, required or related to any regulatory authority and/or governing body pertaining (1) to the organization or formation of a regional transmission organization or (2) to the separation or disaggregation of generation, transmission and/or distribution assets, and within 180 days of such Stock Disposition, the Borrower applies (or causes such Significant Subsidiary to apply) all of the Net Available Cash from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Borrower and/or Debt of one or more Domestic Regulated Utility Subsidiaries that remain a subsidiary of the Borrower and/or (ii) to reinvest in the busine ss of one or more Domestic Regulated Utility Subsidiaries of the Borrower. 

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

SECTION 6.01.Events of Default.

Each of the following events shall constitute an "Event of Default" hereunder:

1. The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or
2. Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or
3. The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b), 5.01(d) or 5.02 or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or
4. The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
5. The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any o f the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or
6. Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
7. (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of any event described in clau ses (i) through (iv), (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or in the case of an ERISA Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount).

SECTION 6.02. Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, any Significant Subsidiary or E ntergy New Orleans under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01. Authorization and Action.

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Administrative Agent's Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

ARTICLE 7.03. HypoVereinsbank and Affiliates.

With respect to its Commitment and the Advances made by it, HypoVereinsbank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include HypoVereinsbank in its individual capacity. HypoVereinsbank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if HypoVereinsbank were not the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 7.04. Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05. Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without li mitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrower but for which the Administrative Agent is not reimbursed by the Borrower.

SECTION 7.06. Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which, for so long as no Prepayment Event or Event of Default has occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial b ank organized under the laws of the United States or of any other country that is a member of the OECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any other amounts payable hereunder, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shal l be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

SECTION 8.02. Notices, Etc.

All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 639 Loyola Avenue, New Orleans, LA 70113, Attention: Treasurer; if to any Bank, at its Eurodollar Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Eurodollar Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at 245 Park Avenue, 32^nd Floor, New York, NY 10167, Attention: Loan Operations, Tina Chung/Mariana Mucenica (Telephone: (212) 672-5688/5811, Facsimile: (212) 672-5691) or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed o r cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Except as otherwise provided in Section 5.01(c), notices and other communications given by the Borrower to the Administrative Agent shall be deemed given to the Lenders.

SECTION 8.03. No Waiver; Remedies;

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherw ise) of, and the protection of the rights of the Lenders under, this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).

1. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reempl oyment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Notwithstanding the forgoing, the Borrower agrees that if the Borrower prepays any Advance prior to November 24, 2007, then the Borrower also shall pay to the Lenders their loss of anticipated profit from the date of prepayment until November 24, 2007 and the Lenders shall not be required to mitigate such loss. The Borrower and the Lenders agree that the lost profits shall be calculated as follows:

[1.85% * (Principal Amount) * (Actual Days / 360)] / [(1 + (Interest Rate) ^ (Actual Days /(2* 360))]

where

(i) Principal Amount is the aggregate principal amount of all Advances outstanding on the prepayment date

1. (ii) Interest Rate is the Eurodollar Rate for the time period which is half the length of time from the date of prepayment to November 24, 2007. The Eurodollar Rate used in the denominator shall be determined three days prior to the date of prepayment.

3. Actual Days is the actual number of days between the date of prepayment and November 24, 2007

Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder.

3. The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any transaction contemplated hereby, or the use by the Borrower or any of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damag es, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07. Assignments and Participations.

1. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) notice of such assignment is delivered to the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and (ii)the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (v) below; (iii) the Administrative Agent shall have acknowledged that the assignment complies with all requirements of this Section 8.07; (iv) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (v) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignmen t (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000 (or shall be the total amount of the assigning Lender's Commitment); and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, estimated by the Administrative Agent and advised to such parties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have t he rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender at any time may assign all or any portion of its rights and obligations under this Agreement to any Affiliate or Approved Fund of such Lender.
2. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a cop y of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement a re required to be performed by it as a Lender.
3. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
4. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
5. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
6. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
7. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (ot her than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring da y in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons.
8. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.
9. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidat ion proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

SECTION 8.08. Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.15 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8.09. Consent to Jurisdiction; Waiver of Jury Trial.

1. To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.

SECTION 8.10. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[The remainder of this page intentionally left blank.]

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

ENTERGY CORPORATION

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

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
as Administrative Agent

By /s/ Yoram Dankner
Name: Yoram Dankner
Managing Director

By /s/ Sebastian Beuerle
Name:Sebastian Beuerle
Associate Director

BANKS

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

By /s/ Yoram Dankner
Name:Yoram Dankner
Managing Director

By /s/ Sebastian Beuerle
Name:Sebastian Beuerle
Associate Director

SCHEDULE I

ENTERGY CORPORATION

U.S. $35,000,000 Credit Agreement

Name of Bank	Payment Instructions	Eurodollar Lending Office
Bayerische Hypo- und Vereinsbank AG, New York Branch	Fedwire: Federal Reserve Bank of New York Favor: Bayerische Hypo- und Vereinsbank AG, New York Branch ABA No.: 026 008 808 A/C#: 594 012 033 405 501 Account Name: Loan Servicing Reference: Entergy Term Loan Attention: Tina Chung Swift: HYVEUS 33	Bayerische Hypo- und Vereinsbank AG, Cayman Islands Branch c/o Bayerische Hypo- und Vereinsbank AG 245 Park Avenue 32nd Floor New York, NY 10167

SCHEDULE II

COMMITMENT SCHEDULE

Name of Lender	Commitment Amount
Bayerische Hypo- und Vereinsbank AG, New York Branch	$35,000,000
Total Commitment:	$35,000,000

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Bayerische Hypo- und Vereinsbank AG, New York Branch
   as Administrative Agent
        for the Lenders parties
        to the Credit Agreement
        referred to below
245 Park Avenue, 32nd Floor
New York, New York 10167

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of November , 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

1. The Business Day of the Proposed Borrowing is , 20   .
2. The Type of Advances to be made in connection with the Proposed Borrowing is Eurodollar Rate Advances.
3. The aggregate amount of the Proposed Borrowing is $ .
4. The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s] or year(s)¹.
5. [ENTERGY WIRE INSTRUCTIONS].

____________________________
1.  Delete for Base Rate Advances.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

1. the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Bayerische Hypo- und Vereinsbank AG, New York Branch
   as Administrative Agent
       for the Lenders parties
       to the Credit Agreement
       referred to below
245 Park Avenue, 32nd Floor
New York, New York 10167

[Date]

 Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of November , 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.08 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.08 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is __________, _____.
2. The Type of Advances comprising the Proposed Conversion is Eurodollar Rate Advances.
3. The aggregate amount of the Proposed Conversion is $__________.
4. The Type of Advances to which such Advances are proposed to be Converted is [Eurodollar Rate Advances].
5. The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s) or year(s)².

___________________
2.  Delete for Base Rate Advances.

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

1. The Borrower's request for the Proposed Conversion is made in compliance with Section 2.08 of the Credit Agreement; and
2. The statements contained in Section 3.02 of the Credit Agreement are true.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 20__

Reference is made to the Credit Agreement, dated as of November , 2003 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

____________ (the "Assignor") and ___________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth in Section b of Schedule 1.
2. The Assignor (A) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (B) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (C) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. Except as specified in this Section b, the assignment hereunder shall be without recourse to the Assignor.
3. The Assignee (A) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (B) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (D) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (E) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (F) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that it is exempt from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].¹
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"); provided, however, that in no event shall this Assignment and Acceptance become effective prior to the payment for the processing and recordation fee to the Administrative Agent as provided in Section 8.07(a) of the Credit Agreement.
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (A) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (B) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were up on the same instrument.

_________________________
1.  If the Assignee is organized under the laws of a jurisdiction outside the United States.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By
Name:
Title:

[NAME OF ASSIGNEE]

By
Name:
Title:

Eurodollar Lending Office:

[Address]

Accepted this ___ day
of ___________, 20__

BAYERISCHE - UND VEREINSBANK AG, NEW YORK BRANCH
as Administrative Agent

By
Name:
Title:

By
Name:
Title:

Schedule 1
to
Assignment and Acceptance

Dated __________, 20__

Section (a)
Percentage Interest:	%
Section (b)
Assignee's Commitment:	$
Aggregate Outstanding Principal
Amount of Advances owing to the Assignee:	$
Section (c)
Effective Date1: _________, 20__

______________________________
1.  This date should be no earlier than the date of acceptance by the Administrative Agent.

EXHIBIT C

FORM OF OPINION OF
COUNSEL FOR THE BORROWER

[Date]

To each of the Lenders parties to the
   Credit Agreement referred to below,
   and to Bayerische Hypo- und Vereinsbank AG, New York Branch
   as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Credit Agreement, dated as of November 24, 2003, by and among the Borrower, the Banks parties thereto and the other Lenders from time to time parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent. This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

1. Counterparts of the Credit Agreement, executed by the Borrower;
2. The Certificate of Incorporation of the Borrower (the "Charter");
3. The Bylaws of the Borrower (the "Bylaws");
4. A certificate of the Secretary of State of the State of Delaware, dated November __, 2003, attesting to the continued corporate existence and good standing of the Borrower in that State;
5. A Certificate of the Secretary of State of the State of Louisiana, dated Novemeber __, 2003, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that state;
6. A copy of the Order dated April 3, 2001 of the Securities and Exchange Commission (File No. 70-9749) under the Public Utility Holding Company Act of 1935 (the "SEC Order"); and
7. The other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was c reated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification.
2. The execution, delivery and performance by the Borrower of the Credit Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Charter or the Bylaws or (ii) law, or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Credit Agreement has been duly executed and delivered on behalf of the Borrower.
3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, is required for the due execution, delivery and performance by the Borrower of the Credit Agreement, except for the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal.
4. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and in the Borrower's Quarterly Report on Form 10-Q for the period ended September 30, 2003, there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Credit Agreement, or that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement. To the best of my knowledge, after inquiry, there has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect.
5. The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
6. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

My opinions above are subject to the following qualifications:

1. My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law.
2. My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
3. My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Credit Agreement.
4. My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Credit Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest LLP, is being provided to you contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana and, except as otherwise provided herein, my role as counsel to the Borrower is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from us, except that (A)  Thelen Reid & Priest LLP may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law; and (B) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

Very truly yours,

Denise C. Redmann
Assistant General Counsel


Bank Addressees:

EX-10 6 a10a9.htm

Exhibit 10(a)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY CORPORATION

By ___________________________
Donald C. Hintz
President

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 7 a10a25.htm

Exhibit 10(a)25

[EXECUTION COPY]

THIRTY-FIFTH ASSIGNMENT OF AVAILABILITY AGREEMENT,
CONSENT AND AGREEMENT

This Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as this "Assignment"), dated as of December 22, 2003, is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc. ("EAI") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, Inc. ("ELI"), Entergy Mississippi, Inc. ("EMI"), and Entergy New Orleans, Inc. ("ENOI") (hereinafter EAI, ELI, EMI and ENOI are called individually a "System Operating Company" and collectively, the "System Operating Companies"), and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank" ) under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "Participating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

WHEREAS:

A. Entergy Corporation (formerly Middle South Utilities, Inc.) ("Entergy") owns all of the outstanding common stock of the Company and each of the System Operating Companies, and the Company has a 90% undivided ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully described in the "Indenture" hereinafter referred to).

B. Prior hereto, (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981 as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983, as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Se cond Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of June 30, 1977, between the Company, the System Operating Companies, Ark-Mo and the Domestic Agent (the "First Assignment of Availability Agreement"), the Company assigned to the Domestic Agent (for the benefit of such banks), as collateral security for the above loans, certain of the Company's rights under an Availability Agreement dated as of June 21, 1974, as amended by the First Amendment thereto dated as of June 30, 1977 (the "Original Availability Agreement"), between the Company, the System Operating Companies and Ark-Mo; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $808,000,000 and pursuant to the Fourth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of March 20, 1980 (the "Fourth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement were further assigned as collateral security for the loans made under the Amended and Restated Agreement as amended by the First Bank Loan Agreement; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks in an aggregate amount not to exceed $1,311,000,000, and pursuant to the Fifth Assignment of Availability Agreement, Consent and Agreement (a lso substantially in the form of this Assignment), dated as of June 15, 1981 (the "Fifth Assignment of Availability Agreement"), the Company's same rights under the original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 30, 1983 (the "Eighth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

C. Prior hereto (i) the Company, the System Operating Companies, Ark-Mo, and United States Trust Company of New York and Malcolm J. Hood (Gerard F. Ganey, successor), each as trustee (collectively, the "Trustees") for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 between the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture dated as of June 15, 1977 between the Company and the Trustees (the Mortgage as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Seventh Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, and an Eighteenth Supplemental Indenture dated as of April 1, 1993, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Seco nd Assignment of Availability Agreement, Consent and Agreement dated as of June 30, 1977 (the "Second Assignment of Availability Agreement") (substantially in the form of this Assignment) to secure the First Series Bonds; (ii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980, between the Company and the Trustees, entered into the Third Assignment of Availability Agreement, Consent and Agreement dated as of January 1, 1980 (the "Third Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Second Series Bonds; (iii) the Company, the System Operating Companies and the Trustee s, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds") issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture dated as of December 1, 1984 between the Company and the Trustees, entered into the Eleventh Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1984 (the "Eleventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Third Series Bonds; (iv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985, between the Compan y and the Trustees, entered into the Thirteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1985 (the "Thirteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fourth Series Bonds; (v) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986, between the Company and the Trustees, entered into the Sixteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Sixteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Seventh Series Bonds; (vi) the Compa ny, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Seventeenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Seventeenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eighth Series Bonds; (vii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10-1/2 Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Eighteenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Eighteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Ninth Series Bonds; (viii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Nineteenth Assignment of Availability Agreement, Con sent and Agreement dated as of September 1, 1986 (the "Nineteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Tenth Series Bonds; (ix) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture, dated as of November 15, 1987, between the Company and the Trustees, entered into the Twentieth Assignment of Availability Agreement, Consent and Agreement dated as of November 15, 1987 (the "Twentieth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eleventh Series Bonds; (x) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December 1, 1987, between the Company and the Trustees, entered into the Twenty-first Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1987 (the "Twenty-first Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Twelfth Series Bonds; (xi) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $45,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture, dated as of July 1, 1992, betwe en the Company and the Trustees, entered into the Twenty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of July 1, 1992 (the "Twenty-fourth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Thirteenth Series Bonds; (xii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-fifth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-fifth Assignment of Availability Agreement") (also substantially in the form of this Assignment) t o secure the Fourteenth Series Bonds; (xiii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into a Twenty-sixth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-sixth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fifteenth Series Bonds; (xiv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6% Series due 1998 (the "Sixteenth Series Bonds") < /B>issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture, dated as of April 1, 1993, between the Company and the Trustees, entered into a Twenty-seventh Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1993 (the "Twenty-seventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.58% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture, dated as of April 1, 1994, between the Company and the Trustees, entered into the Twenty-ninth Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1994 (the "Twenty-ninth Assignment of Avai lability Agreement") (also substantially in the form of this Agreement), to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirtieth Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirtieth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.7% Series due 2000 (the " Nineteenth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirty-first Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirty-first Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; and (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture, dated as of September 1, 2002, between the Company and the Trustees, entered into the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 2002 (the "Thirty-fourth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

D. The Original Availability Agreement has been amended by the First Amendment thereto dated as of June 30, 1977, the Second Amendment thereto dated June 15, 1981, the Third Amendment thereto dated June 28, 1984 and the Fourth Amendment thereto dated as of June 1, 1989 (the Original Availability Agreement, as so amended and as it may be further amended and supplemented, is hereinafter referred to as the "Availability Agreement").

E. Unit 1 and Unit 2 of the Project have been designated by the Company and the System Operating Companies as being subject to the Availability Agreement and as being System Entergy Generating Units (as defined in the Availability Agreement) thereunder.

F. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement, the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and, pursuant to the Sixth Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment) dated as of February 5, 1982 between the Company, the System Operating Companies and the Eurodollar Agent (the "Sixth Assignment of Availability Agreement" ), the Company assigned to the Eurodollar Agent (for the benefit of said banks), as collateral security for the above loans, certain of the Company's rights under the Availability Agreement. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and, pursuant to the Seventh Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment) dated as of February 18, 1983 between the Company, the System Operating Companies and the Eurodollar Agent (the "Seventh Assignment of Availability Agreement"), the Company assigned to the Eurodollar Agent (for the benefit of the Eurodollar Banks), as collateral security for such loans, certain of the Company's rights under the Availability Agreement.

G. The Company and Citibank, N.A. (the "Series A Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement"), which provided, among other things, for the issuance by the Series A Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of December 1, 1983, between the Company, the System O perating Companies, the Series A Bank and Deposit Guaranty National Bank, as trustee (the "Ninth Assignment of Availability Agreement"), the Company assigned to the Series A Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series A Reimbursement Agreement and the Series A Bonds, certain of the Company's rights under the Availability Agreement.

H. The Company and Citibank, N.A. (the "Series B Bank") were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement"), which provided, among other things, for the issuance by the Series B Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 1, 1984, between the Company, the System Operating Companies, the Series B Bank an d Deposit Guaranty National Bank, as trustee (the "Tenth Assignment of Availability Agreement"), the Company assigned to the Series B Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series B Reimbursement Agreement and the Series B Bonds, certain of the Company's rights under the Availability Agreement.

I. The Company, Citibank, N.A., as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Series C Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Series C Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Assignment of Availability Agreement, Consent and Agreement (als o substantially in the form of this Assignment), dated as of December 1, 1984, between the Company, the System Operating Companies, the Series C Banks and Deposit Guaranty National Bank, as trustee (the "Twelfth Assignment of Availability Agreement"), the Company assigned to the Series C Banks and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series C Reimbursement Agreement and the Series C Bonds, certain of the Company's rights under the Availability Agreement.

J. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 between the Company and the Trustees, entered into the Fourteenth Assignment of Availability Agreement, Consent and Agreement dated as of June 15, 1985 (the "Fourteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture da ted as of June 15, 1985 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series D Bonds, certain of the Company's rights under the Availability Agreement.

K. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May 1, 1986 between the Company and the Trustees, entered into the Fifteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Fifteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fifteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series E Bonds, certain of the Company's rights under the Availability Agreement.

L. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December l, 1988, among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor) (collectively, the "Owner Trustee"), as Owner Trustee, and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December l, 1988, among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988, among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the accoun t of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000 and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 1, 1988 (the "Twenty-second Assignment of Availability Agreement&qu ot;), the Company assigned to the Administrating Bank referred to in the Original Reimbursement Agreement, as collateral security for the Company's obligations under the Original Reimbursement Agreement, certain of the Company's rights under the Availability Agreement.

M. The Company, the System Operating Companies and Chemical Bank entered into the Twenty-third Assignment of Availability Agreement, Consent and Agreement dated as of January 11, 1991 (the "Twenty-third Assignment of Availability Agreement") in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1 991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the 1991 Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

N. The Company, the System Operating Companies and Chemical Bank entered into the Twenty-eighth Assignment of Availability Agreement, Consent and Agreement dated as of December 17, 1993 (the "Twenty-eighth Assignment of Availability Agreement") in connection with the execution and delivery of the Second Amendment, dated as of December 17, 1993, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by the First Amendment to the Original Reimbursement Agreement and such Second Amendment, is herein called the "1993 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants , substantially in the form of Exhibit A to the 1993 Reimbursement Agreement, with maximum amounts of $132,131,960 and $33,032,990, respectively; (ii) for the reimbursement to the 1993 Funding Bank by the participating banks named therein (the "1993 Participating Banks") for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the 1993 Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

O. The Company, the System Operating Companies and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Assignment of Availability Agreement, Consent and Agreement dated as of December 27, 1996 (the "Thirty-second Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996, which amended and restated the 1993 Reimbursement Agreement (as so amended and restated, the "1996 Amended and Restated Reimbursement Agreement") and provided, among other things, (i) for the issuance by the funding bank named therein (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants , substantially in the form of Exhibit A to the 1996 Amended and Restated Reimbursement Agreement, with maximum amounts of $148,719,125.41 and $34,946,720.11, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the participating banks named therein (the "1996 Participating Banks") for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the 1996 Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

P. The Company, the System Operating Companies and The Chase Manhattan Bank entered into the Thirty-third Assignment of Availability Agreement, Consent and Agreement dated as of December 20, 1999 (the "Thirty-third Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999, among the Company, The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch, as the funding bank (the "1999 Funding Bank"), The Chase Manhattan Bank, as administrating bank, Union Bank of California, N.A., as documentation agent, and the banks named therein (the "1999 Participating Banks"), which amended and restated the 1996 Amended and Restated Reimbursement Agreement (as so amended and restated, the "1999 Amended and Restated Reimbursement Agreement") and provided, among other things, (i ) for the issuance by the 1999 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1999 Amended and Restated Reimbursement Agreement, with maximum amounts of $156,885,463.65 and $36,061,469.99, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the 1999 Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the 1999 Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

Q. On March 3, 2003, the Company terminated and replaced the 1999 Amended and Restated Reimbursement Agreement with the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), which provided, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "2003 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 2003 Reimbursement Agreement, with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for th e reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any 2003 LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any 2003 LOC.

R. The Company now wishes to terminate and replace the 2003 Reimbursement Agreement with the Reimbursement Agreement and to provide for the cancellation of the 2003 LOCs and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the Funding Bank to further secure the Owner Participants. The Reimbursement Agreement provides, among other things, (i) for the issuance by the Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the Funding Bank by the Participating Banks for all drafts paid by the Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the Funding Bank for th e benefit of the Participating Banks of sums equal to all drafts paid by the Funding Bank under any New LOC (such amounts, together with all Advances made by the Participating Banks pursuant to the Reimbursement Agreement, shall hereinafter be called the "Reimbursement Obligations").

S. The Company, by this instrument, wishes to (i) provide for the assignment by the Company to the Administrating Bank for the benefit of the Funding Bank, the Administrating Bank and the Participating Banks (collectively, the "LOC Banks") of certain of the Company's rights under the Availability Agreement, and (ii) create enforceable rights hereunder in the Administrating Bank, all as hereunder set forth.

T. The System Operating Companies are willing to, and by this instrument do, supplement their undertakings under the Availability Agreement in the same manner as in the Assignments of Availability Agreement.

U. The Company, Entergy and the System Operating Companies have joined in an Application-Declaration on Form U-1, as amended and supplemented to date, in File No. 70-7561, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 with respect to this Assignment and certain other matters, the Securities and Exchange Commission has issued orders (the "SEC Orders") granting and permitting to become effective said Application-Declaration, as so amended and supplemented, and the SEC Orders are in full force and effect on the date of execution and delivery hereof.

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

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

ARTICLE I

SECURITY ASSIGNMENT AND AGREEMENT

1.1. Assignment and Creation of Security Interest. As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Reimbursement Agreement, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Administrating Bank, and creates a security interest in favor of the Administrating Bank for the benefit of the LOC Banks in, all of the Company's rights to receive all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement and all advances made or to be made to the Company pursuant to Section 2.2(b) hereof, but only to the extent that such payments or advances are attributable to payments or advances with respect to Unit 1 or Unit 2, and all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company, whether arising under the Availability Agreement or this Assignment or by statute or in law or in equity or otherwise, resulting from any failure by any System Operating Company to perform its obligations under the Availability Agreement or this Assignment, but only to the extent that such claims, rights, powers, privileges, interests and remedies relate to Unit 1 and Unit 2, all to the extent, but only to the extent, required for the payment when due and payable of Obligations Secured Hereby, together in each case with full power and authority, in the nam e of the Administrating Bank, or the Company as assignor, or otherwise, to demand payment of, enforce, collect, receive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to above being hereinafter sometimes called the "Collateral").

1.2. Other Agreements.

(a) The Company has not and will not assign the rights assigned in Section 1.1 as security for any indebtedness other than the Obligations Secured Hereby, except as recited and provided in paragraph (b) of this Section 1.2.

(b) The Company has secured its Indebtedness for Borrowed Money (as defined below) represented by (i) loans made by certain banks referred to in Whereas Clause B hereof by the First, Fourth, Fifth and Eighth Assignments of Availability Agreement, respectively, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds and the Twentieth Series Bonds, as referred to in Whereas Clause C hereof, by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-f irst and Thirty-fourth Assignments of Availability Agreement, respectively, (iii) loans made by certain banks as referred to in Whereas Clause F hereof by the Sixth and Seventh Assignments of Availability Agreement, respectively, (iv) the obligations under the Series A Reimbursement Agreement referred to in Whereas Clause G hereof by the Ninth Assignment of Availability Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause H hereof by the Tenth Assignment of Availability Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause I hereof by the Twelfth Assignment of Availability Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause J hereof by the Fourteenth Assignment of Availability Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause K hereof by the Fifteenth Assignment of Availability Agreement, (ix) the obligations under the Original Reimbursement Agreement as ref erred to in Whereas Clause L hereof by the Twenty-second Assignment of Availability Agreement, (x) the obligations under the 1991 Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-third Assignment of Availability Agreement, (xi) the obligations under the 1993 Reimbursement Agreement as referred to in Whereas Clause N hereof by the Twenty-eighth Assignment of Availability Agreement, (xii) the obligations under the 1996 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-second Assignment of Availability Agreement, and (xiii) the obligations under the 1999 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause P hereof by the Thirty-third Assignment of Availability Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance t he cost of the Project (including, without limitation, Indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness (including such Indebtedness now outstanding) issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein, together with such Indebtedness now outstanding, called "Additional Indebtedness"), by entering into an assignment of availability agreement, consent and agreement including, without limitation, the First through Twenty-seventh Assignments of Availability Agreement (each being hereinafter called an "Additional Assignment") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (herein called an "Additional Assignee"). Each Additional Assignment hereafter entered into shall be substantially in the form of this Assignment, except that there shall be substituted in such Additional Assignment appropriate references to the Additional Indebtedness secured thereby, the applicable Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the Reimbursement Obligations, the LOC Banks, the Reimbursement Agreement and the New LOCs, respectively, and such Additional Assignment may contain such other provisions as are not inconsistent with this Assignment and do not adversely affect the rights hereunder of the LOC Banks.

(c) Notwithstanding any provision of this Assignment to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Administrating Bank, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Administrating Bank agrees that the claims of the Administrating Bank hereunder with respect to the Availability Agreement and any security interest, pledge or lien in favor of the Administrating Bank now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding provisions of the Additional Assignment to which it is a party with respect to the Availability Agreement and any security interest, pledge or lien in favor of such Additional Assignee under such Additional Assignment now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, con current or subsequent Additional Assignments are entered into in accordance with Section 1.2(b) hereof.

1.3. Payments to the Administrating Bank. The Company agrees that, if and whenever it shall make a demand to a System Operating Company for any payment pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit 1 or Unit 2, it will separately identify the respective portions of such payment or advance, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct such System Operating Company (subject to the provisions of Section 1.4 hereof) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Administrating Bank. Any payments made by any System Operating Company pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit 1 or Unit 2 shall, to the exte nt necessary to satisfy in full the assignment set forth in Section 1.1 of this Assignment and the corresponding assignments set forth in the Additional Assignments, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

1.4. Payments to the Company. Notwithstanding the provisions of Sections 1.1 and 1.3, unless and until the Administrating Bank shall have given written notice to the System Operating Companies of the occurrence and continuance of any Reimbursement Event of Default or Prepayment Event, all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 shall be paid or advanced directly to the Company and the Company need not separately identify the respective portions of payments or advances as provided in Section 1.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Administrating Bank simultaneously with the demand by the Company for any such payments or advances. If the Administrating Bank shall have duly notified the System Operating Companies of the occurrence of any such Reimbursement E vent of Default or Prepayment Event, such payments or advances shall be made in the manner and in the amounts specified in Section 1.3 hereof until the Administrating Bank shall by further notice to the System Operating Companies give permission that all such payments or advances may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 1.4. The Administrating Bank shall give such permission if no such Reimbursement Event of Default or Prepayment Event continues to exist.

1.5. Definitions. For the purposes of this Assignment, the following terms shall have the following meanings:

(a) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project; and

(b) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 1.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Reimbursement Event of Default or Prepayment Event, then so long as such Reimbursement Event of Default or Prepayment Event shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in cash, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in cash, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II

CONSENT TO ASSIGNMENT BY THE SYSTEM OPERATING
COMPANIES AND OTHER AGREEMENTS

2.1. Consent to Assignment by the System Operating Companies.

(a) Each System Operating Company hereby consents to the assignment under Article I and agrees with the Administrating Bank to make payments or advances to the Administrating Bank in the amounts and in the manner specified in Section 1.3 at the Administrating Bank's address as set forth in Section 6.1 hereof.

(b) Subject to the provisions of Section 4 of the Availability Agreement and Section 2.2(g) hereof, each System Operating Company agrees that all payments or advances made to the Administrating Bank or to the Company as contemplated by Sections 1.3 and 1.4 hereof shall be final as between such System Operating Company and the LOC Banks or the Company, as the case may be, and that it will not seek to recover from any LOC Bank for any reason whatsoever any moneys paid or advanced to the Administrating Bank by virtue of this Assignment, but the finality of any such payment or advance shall not prevent the recovery of any overpayments or mistaken payments or excess advances or mistaken advances which may be made by such System Operating Company unless a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, in which case any such overpayment or mistaken payment or excess advances or mistaken advances shall not be recoverable but shall constitute Subordinated Inde btedness of the Company to such System Operating Company.

2.2. Other Agreements. Anything in the Availability Agreement to the contrary notwithstanding, it is hereby agreed as follows:

(a) Regardless of whether any person or persons (other than the System Operating Companies) shall become a Party or Parties (as such terms are defined in the Availability Agreement) to the Availability Agreement, the System Operating Companies shall at all times be obligated to make the payments required pursuant to Section 4 of the Availability Agreement and to make advances pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 to the same extent as if the System Operating Companies were the only Parties to the Availability Agreement, except to the extent and only to the extent that such payments or advances are actually made by such person or persons. In the event that any such person shall become a Party to the Availability Agreement, the Company and the System Operating Companies shall cause such person, at the time when such person becomes a Party to the Availability Agreement, to consent by written instrument to the terms and provisions of this Assignment, and there upon such person shall be bound by all of the terms and provisions of this Assignment (other than the provisions of the preceding sentence) to the same extent as if named a System Operating Company herein. A copy of such written instrument, in form and substance satisfactory to the Administrating Bank, shall promptly be delivered to the Administrating Bank together with an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding obligation of such person.

(b) In the event and to the extent that any action by any governmental regulatory authority, including, without limitation, the Federal Energy Regulatory Commission or any successor thereto, shall have the effect of prohibiting the System Operating Companies from making any payments which would otherwise be required pursuant to Section 4 of the Availability Agreement (as supplemented hereby) with respect to Unit 1 and Unit 2, the System Operating Companies shall make advances to the Company at the same time, and in the same amounts, as such prohibited payments and all such advances shall constitute Subordinated Indebtedness of the Company.

(c) Each System Operating Company agrees that (i) all Indebtedness for Borrowed Money of the Company to such System Operating Company and all amounts paid by such System Operating Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof shall constitute Subordinated Indebtedness of the Company and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of such System Operating Company by way of merger, consolidation or the acquisition by such person of all or substantially all of such System Operating Company's assets). The Company agrees that it shall duly record all Subordinated Indebtedness of the Company as such on its books.

(d) The obligations of each System Operating Company to make the payments to the Company pursuant to the provisions of Section 4 of the Availability Agreement and the advances pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 having heretofore been authorized by the SEC Orders (and no other authorization by any governmental regulatory authority being required other than, with respect to the payments pursuant to the provisions of Section 4 of the Availability Agreement, appropriate orders, or the taking of other action, by the Federal Energy Regulatory Commission or any successor thereto as to specific terms and provisions under which power and energy associated therewith available at the Project shall be made available by the Company to the System Operating Companies and pursuant to which the System Operating Companies shall agree to pay the Company for the right to receive such power and the energy associated therewith), each System Operating Company agrees that its d uty to perform such obligations shall be absolute and unconditional, (a) whether or not such System Operating Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit such System Operating Company to perform its other duties and obligations hereunder, under the Availability Agreement or under the System Agreement (as defined in the Availability Agreement), (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) whether or not, at any time in question, the Company shall have performed its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (e) whether or not the System Agreem ent shall, from time to time, be amended, modified or supplemented or shall be canceled or terminated or such System Operating Company shall have withdrawn therefrom, (f) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to such System Operating Company), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (g) whether or not the Company shall be solvent, (h) whether or not the Company or such System Operating Company shall continue to be subsidiary companies of Entergy (as said term is defined in Section 2(a)(8) of the Public Utility Holding Company Act of 1935), (i) regardless of any event of force majeure, and (j) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing.

(e) In the event that Entergy shall cease to own a majority of the common stock of any System Operating Company and such lower ownership percentage has been permitted pursuant to the consent of the LOC Banks, the obligations of such System Operating Company hereunder and under the Availability Agreement shall not be increased by an amendment to or modification of the terms and provisions of the Reimbursement Agreement unless such System Operating Company shall have consented in writing to such amendment or modification.

(f) The obligations of each System Operating Company under Section 4 of the Availability Agreement and Section 2.2(b) hereof to make the payments or advances specified therein or herein with respect to Unit 1 and Unit 2 to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to such System Operating Company or any claim by such System Operating Company against the Company, whether or not arising hereunder, under the Availability Agreement or under the System Agreement and whether or not arising out of any action or nonaction on the part of the Company or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of paragraph (c) of this Section 2.2, affect in any other way any rights and remedies of such System Operating Company with respect to any amounts owed to such System Operating Company by the Company or any such claim by such System Operating Company against the Company. The obligations and liabilities of each System Operating Company hereunder and under the Availability Agreement shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or such System Operating Company, whether or not the Company or such System Operating Company shall have had any n otice or knowledge of any of the foregoing. Neither failure nor delay by the Company or any LOC Bank to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Each System Operating Company also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against such System Operating Company for specific performance of this Assignment or the Availability Agreement by the Company or the Administrating Bank or for its benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.2(f) to the contrary notwithstanding, no System Operating Company shall be precluded from asserting as a defense against any claim made against such System Operating Company upon any of its obligations hereunder and under the Availability Agreement that it has fully performed such obligations in accordance with the terms of this Assignment and the Availability Agreement.

(g) Each System Operating Company shall, subject to the provisions of Section 2.2(c) hereof, be proportionately subrogated to all rights of the Administrating Bank against the Company in respect of any amounts paid or advanced by such System Operating Company pursuant to the provisions of this Assignment and the Availability Agreement and applied to the payment of the Obligations Secured Hereby. The Administrating Bank agrees that it will not deal with the Company in such a manner as to prejudice such rights of any System Operating Company.

ARTICLE III

TERM

Except as otherwise provided in Section 26 of the Reimbursement Agreement, this Assignment shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in cash, provided that this Assignment shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Administrating Bank or any other LOC Bank upon the insolvency, bankruptcy or reorganization of the Company, any System Operating Company or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of the System Operating Companies and the Company set forth in this Assignment are exclusively for the benefit of, and may be enforced only by, the LOC Banks or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject.

ARTICLE IV

ASSIGNMENT

Neither this Assignment nor the Availability Agreement nor any interest herein or therein may be assigned, transferred or encumbered by any of the parties hereto or thereto, except transfer or assignment by any LOC Bank to its successor or assignee in accordance with the Reimbursement Agreement, except as otherwise provided in Article I hereof and except that

(i) in the event that any System Operating Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by such System Operating Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of such System Operating Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligat ion of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of the Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V

AMENDMENTS

5.1. Restrictions on Amendments. Neither this Assignment nor the Availability Agreement may be amended, waived, modified, discharged or otherwise changed orally. This Assignment and the Availability Agreement may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto, in the case of this Assignment, or by the persons specified in Section 11 of the Availability Agreement, in the case of the Availability Agreement, and which has been approved in writing by the LOC Banks or which does not materially adversely affect the rights of the LOC Banks.

5.2. The Administrating Bank's Execution. The Administrating Bank shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Assignment, or any consent to the execution of any instrument amending, waiving, modifying, discharging or otherwise changing the Availability Agreement (a) as to which the Administrating Bank shall have received an opinion of counsel to the effect that such instrument has been duly authorized by each person executing the same and is permitted by the provisions of Section 5.1 hereof and that this Assignment, or the Availability Agreement, as the case may be, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and each of the System Operating Companies, and (b) which shall have been executed by the Company and each of the System Operating Companies. The Administrating Bank sha ll be fully protected in relying upon the aforesaid opinion.

ARTICLE VI

NOTICES

6.1. Notices, etc., in Writing. All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Assignment shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Box 61000
New Orleans, LA 70113
Attention: Treasurer

If to Entergy Arkansas, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Louisiana, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Mississippi, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy New Orleans, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Administrating Bank, to:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Attention.: David Musicant

with copies to each other party.

6.2. Delivery, etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 6.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VII

ENFORCEMENT

7.1. Enforcement Action. At any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, the Administrating Bank may proceed, either in its own name or as agent or otherwise, to protect and enforce its rights, those of the other LOC Banks and those of the Company under this Assignment and the Availability Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained herein or in the Availability Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or thereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the LOC Banks shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Reimbursement Agreement or now or hereafter existing at law or in equity or by statute.

7.2. Attorney-in-Fact. The Company hereby constitutes the Administrating Bank its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, to enforce any of the obligations contained herein or in the Availability Agreement or to take any action or institute any proceedings which to the Administrating Bank may seem necessary or advisable in the premises.

ARTICLE VIII

SEVERABILITY; COUNTERPARTS

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

This Assignment may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Assignment by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

ARTICLE IX

GOVERNING LAW

This Assignment and, so long as this Assignment shall be in effect, the Availability Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE X

SUCCESSION

Subject to Article IV hereof, this Assignment and the Availability Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of the Availability Agreement, or of any right to any funds due or to become due under this Assignment or the Availability Agreement shall in any event relieve the Company or any System Operating Company of their respective obligations hereunder.

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

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

By

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

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By

Name:
Title:

EX-10 8 a10a38.htm

Exhibit 10(a)38

[EXECUTION COPY]

THIRTY-FIFTH SUPPLEMENTARY CAPITAL FUNDS
AGREEMENT AND ASSIGNMENT

This Thirty-fifth Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as this "Agreement"), dated as of December 22, 2003, is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company") and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank") under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "P articipating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

WHEREAS:

A. Entergy and the Company are parties to a Capital Funds Agreement dated as of June 21, 1974, as amended by a First Amendment thereto dated June 1, 1989 (the "Capital Funds Agreement").

B. Entergy owns all of the outstanding common stock of the Company, and the Company has a 90% undivided ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully described in the "Indenture" hereinafter referred to).

C. Prior hereto (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto, dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981, as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983, as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Second Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of June 30, 1977, between Entergy, the Company and the Domestic Agent (the "First Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Domestic Agent and such banks; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans made by the banks party thereto to $808,000,000 and pursuant to the Fourth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of March 20, 1980 (the "Fourth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Ag reement for the Domestic Agent and the banks under the Amended and Restated Agreement as amended by the First Bank Loan Agreement; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks to the Company in an aggregate amount not to exceed $1,311,000,000, and, pursuant to the Fifth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 15, 1981 (the "Fifth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other thing s, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 30, 1983 (the "Eighth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

D. Prior hereto (i) Entergy, the Company, and United States Trust Company of New York and Malcolm J. Hood (Gerard F. Ganey, successor), each as trustee (collectively, the "Trustees") for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 between the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture, dated as of June 15, 1977, between the Company and the Trustees (the Mortgage, as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Sevent h Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, and an Eighteenth Supplemental Indenture dated as of April 1, 1993, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Second Supplementary Capital Funds Agreement and Assignment dated as of June 30, 19 77 (the "Second Supplementary Capital Funds Agreement") (substantially in the form of this Agreement) to secure the First Series Bonds; (ii) Entergy, the Company and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980, between the Company and the Trustees, entered into the Third Supplementary Capital Funds Agreement and Assignment dated as of January 1, 1980 (the "Third Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Second Series Bonds; (iii) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds" ;) issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture, dated as of December 1, 1984, between the Company and the Trustees, entered into the Eleventh Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1984 (the "Eleventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Third Series Bonds; (iv) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985, between the Company and the Trustees, entered into the Thirteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1985 (the "Thirteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agree ment) to secure the Fourth Series Bonds; (v) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986, between the Company and the Trustees, entered into the Sixteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Sixteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventh Series Bonds; (vi) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986, betwee n the Company and the Trustees, entered into the Seventeenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Seventeenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighth Series Bonds; (vii) Entergy, the Company and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10 1/2% Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Eighteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Eighteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Ninth Series Bonds; (viii) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Nineteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Nineteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Tenth Series Bonds; (ix) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture, dated as of November 15, 1987, between the Company and the Trustees, entered into the Twe ntieth Supplementary Capital Funds Agreement and Assignment dated as of November 15, 1987 (the "Twentieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eleventh Series Bonds; (x) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December l, 1987, between the Company and the Trustees, entered into the Twenty-first Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1987 (the "Twenty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twelfth Series Bonds; (xi) Entergy, the Company and the Trustees, as trustees for the holders of $45,000,000 aggregate princi pal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture, dated as of July 1, 1992, between the Company and the Trustees, entered into the Twenty-fourth Supplementary Capital Funds Agreement and Assignment dated as of July 1, 1992 (the "Twenty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Thirteenth Series Bonds; (xii) Entergy, the Company and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-fifth Supplementary Capital Funds Agreement and Assignment d ated as of October 1, 1992 (the "Twenty-fifth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourteenth Series Bonds; (xiii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-sixth Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-sixth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifteenth Series Bonds; (xiv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bon ds, 6% Series due 1998 (the "Sixteenth Series Bonds") issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture, dated as of April 1, 1993, between the Company and the Trustees, entered into the Twenty-seventh Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1993 (the "Twenty-seventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.58% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture, dated as of April 1, 1994, between the Company and the Trustees, entered into the Twenty-ninth Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1994 (the "Twent y-ninth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirtieth Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirtieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.7% Series due 2000 (the "Nineteenth Series B onds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirty-first Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; and (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture, dated as of September 1, 2002, between the Company and the Trustees, entered into the Thirty-fourth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 2002 (the "Thirty-fourth Supplementary Capital Funds Agr eement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

E. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement, the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and, pursuant to the Sixth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement) dated as of February 5, 1982 between Entergy, the Company and the Eurodollar Agent (the "Sixth Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Eurodollar Agent and said banks. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and, pursuant to the Seventh Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of February 18, 1983 (the "Seventh Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Eurodollar Agent and the Eurodollar Banks.

F. The Company and Citibank, N.A. (the "Series A Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement") which provided, among other things, for the issuance by the Series A Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1983 (the "Ninth Supplementary Capital Funds Agreement"), Entergy and the Comp any further supplemented their undertakings under the Capital Funds Agreement for the Series A Bank and the trustee under the indenture relating to the Series A Bonds.

G. The Company and Citibank, N.A. (the "Series B Bank") were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement") which provided, among other things, for the issuance by the Series B Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of June 1, 1984 (the "Tenth Supplementary Capital Funds Agreement"), Entergy and the Company further supplem ented their undertakings under the Capital Funds Agreement for the Series B Bank and Deposit Guaranty National Bank as trustee under the indenture relating to the Series B Bonds.

H. The Company, Citibank, N.A., as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Series C Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Series C Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agr eement) dated as of December 1, 1984 (the "Twelfth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Series C Banks and Deposit Guaranty National Bank as trustee under the indenture relating to the Series C Bonds.

I. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 between the Company and the Trustees, entered into the Fourteenth Supplementary Capital Funds Agreement and Assignment dated as of June 15, 1985 (the "Fourteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifth Series Bonds. The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 15, 1985 naming D eposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series D Bonds.

J. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May l, 1986 between the Company and the Trustees, entered into the Fifteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Fifteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixth Series Bonds. The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Gu aranty National Bank as trustee. Pursuant to the Fifteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series E Bonds.

K. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December 1, 1988, among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor) (collectively, the "Owner Trustee"), as Owner Trustee, and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December 1, 1988, among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988, among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the ac count of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000 and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 1, 1988 (the "Twenty-second Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the benefit of the Administrating Bank named in the Original Reimbursement Agreement, the 1988 Funding Bank and the 1988 Participating Banks.

L. Entergy, the Company and Chemical Bank entered into the Twenty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of January 11, 1991 (the "Twenty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the 1991 Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

M. Entergy, the Company and Chemical Bank entered into the Twenty-eighth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 17, 1993 (the "Twenty-eighth Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Second Amendment, dated as of December 17, 1993, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by the First Amendment to the Original Reimbursement Agreement and such Second Amendment, is herein called the "1993 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1993 Reimbursement Agreement, with maximum amounts of $132,131,960 and $33,032,990, respectively; (ii) for the reimbursement to the 1993 Funding Bank by the participating banks named therein (the "1993 Participating Banks") for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the 1993 Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

N. Entergy, the Company and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 27, 1996 (the "Thirty-second Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996, which amended and restated the 1993 Reimbursement Agreement (as so amended and restated, the "1996 Amended and Restated Reimbursement Agreement") and provided, among other things, (i) for the issuance by the funding bank named therein (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1996 Amended and Restated Reimbursement Agreement, with maximum amounts of $148,719,125.41 and $34,946,720.11, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the participating banks named therein (the "1996 Participating Banks") for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the 1996 Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

O. Entergy, the Company and The Chase Manhattan Bank entered into the Thirty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 20, 1999 (the "Thirty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999, among the Company, The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch, as the funding bank (the "1999 Funding Bank"), The Chase Manhattan Bank, as administrating bank, Union Bank of California, N.A., as documentation agent, and the banks named therein (the "1999 Participating Banks"), which amended and restated the 1996 Amended and Restated Reimbursement Agreement (as so amended and restated, the "1999 Amended and Restated Reimbursement Agreement") and provided, amo ng other things, (i) for the issuance by the 1999 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1999 Amended and Restated Reimbursement Agreement, with maximum amounts of $156,885,463.65 and $36,061,469.99, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the 1999 Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the 1999 Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

P. On March 3, 2003, the Company terminated and replaced the 1999 Amended and Restated Reimbursement Agreement with the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), which provided, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "2003 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 2003 Reimbursement Agreement, with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for th e reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any 2003 LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any 2003 LOC.

Q. The Company now wishes to terminate and replace the 2003 Reimbursement Agreement with the Reimbursement Agreement and to provide for the cancellation of the 2003 LOCs and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the Funding Bank to further secure the Owner Participants. The Reimbursement Agreement provides, among other things, (i) for the issuance by the Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the Funding Bank by the Participating Banks for all drafts paid by the Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the Funding Bank for th e benefit of the Participating Banks of sums equal to all drafts paid by the Funding Bank under any New LOC (such amounts, together with all Advances made by the Participating Banks pursuant to the Reimbursement Agreement, shall hereinafter be called the "Reimbursement Obligations").

R. The Company and Entergy, by this instrument, wish (i) to continue to supplement their undertakings under the Capital Funds Agreement for the benefit of the Funding Bank, the Administrating Bank and the Participating Banks (collectively, the "LOC Banks") and (ii) to create enforceable rights hereunder in the Administrating Bank as hereinafter set forth.

S. The Company, Entergy and certain other subsidiaries of Entergy have joined in an Application-Declaration on Form U-1, as amended and supplemented to date, in File No. 70-7561, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 with respect to this Agreement and certain other matters, the Securities and Exchange Commission has issued orders (the "SEC Orders") granting and permitting to become effective said Application-Declaration, as so amended and supplemented, and the SEC Orders are in full force and effect on the date of the execution and delivery hereof.

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

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

ARTICLE I.
OBLIGATIONS OF ENTERGY AND THE COMPANY

1.1. Commercial Operation of the Project. The Company shall (and Entergy shall cause the Company to) use its best efforts to maintain the Project in commercial operation and, in connection therewith, take all such action, including, without limitation, all actions before governmental authorities, as shall be necessary to enable the Company to do so.

1.2. Capital Structure of the Company. Entergy shall supply or cause to be supplied to the Company:

(a) such amounts of capital as may be required from time to time by the Company in order to maintain that portion of the Capitalization (as defined in Section 1.6 hereof) of the Company as shall be represented by the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock and the surplus of the Company, paid in, earned and other, if any, at an amount equal to at least 35% of the Capitalization of the Company or at such higher percentage as governmental regulatory authorities having jurisdiction in the premises may require; and

(b) such amounts of capital in addition to (i) the capital heretofore made available to the Company by Entergy in exchange for shares of the Company's common stock and (ii) the capital made available to the Company at any time in question through the incurrence by the Company of Indebtedness for Borrowed Money (as defined in Section 1.6 hereof) as shall be required in order for the Company to continue to own its undivided ownership interest in the Project, to provide (without limitation) for interest charges of the Company, to permit the commercial operation of Unit 1, to permit the continuation of such commercial operation and to pay in full all payments of the principal of, and premium, if any, and interest on Indebtedness for Borrowed Money (whether due at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise), it being understood and agreed that, in connection with the capital requirements of the Company, nuclear fuel leasing (including financing leases t herefor) and the entering into by the Company of industrial development revenue bond financing with respect to pollution control facilities and the issuance and sale by the Company of debt securities, and, to the extent necessary or desirable, preferred stock, to banks, institutions and the public may constitute some of the means by which required capital can be made available to the Company.

1.3. Manner of Performance. If, with respect to any amount of capital which Entergy shall, at any time in question, be obligated under the provisions of Section 1.2 to supply or cause to be supplied to the Company, Entergy and the Company shall fail to agree on the type, or terms, of any particular security to be issued by the Company and sold to Entergy or to others for the purpose of securing such required capital or if requisite regulatory approvals are not obtained for any issuance and sale so agreed upon or if such issuance and sale cannot for any other reason be carried out, then and in such event, Entergy shall supply such capital to the Company in the form of a cash capital contribution.

1.4. Payments in Respect of the Reimbursement Obligations. If at any time the Company shall require funds to pay the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and the expenses, commitment fees, participation fees, other financing fees and charges, trustees' fees and administration expenses attributable to the Reimbursement Obligations or otherwise payable by the Company pursuant to the Reimbursement Agreement, and the funds of the Company available for such purpose or purposes shall be insufficient for any reason, including, without limitation, the inability to borrow, or the absence of, funds under any local agreement or similar instrument or instruments to which the Company is now or hereafter becomes a party, Entergy will pay to t he Company in cash as a capital contribution the funds necessary to enable the Company to pay the amounts referred to above in this Section 1.4.

1.5. Subordination of Claims of Entergy Against the Company. Entergy hereby agrees that (i) all amounts advanced by Entergy to the Company (other than by way of purchases of capital stock of the Company or capital contributions to the Company) shall, for the purposes of this Agreement and so long as this Agreement shall be in full force and effect, constitute Subordinated Indebtedness of the Company (as defined in Section 1.6 hereof) and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of Entergy by way of merger or consolidation or the acquisition by such person of all or substantially all of Entergy's assets). The Company agrees that it will record all Subordinated Indebtedness of the Company as such on its books.

1.6. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) the term "Capitalization" shall mean, as of any particular time, an amount equal to the sum of the total principal amount of all Indebtedness for Borrowed Money of the Company (exclusive of Short Term Debt), secured or unsecured, then outstanding, and the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock of the Company and the surplus of the Company, paid in, earned and other, if any;

(b) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project;

(c) the term "Short Term Debt" shall mean the principal amount of unsecured Indebtedness for Borrowed Money created or incurred by the Company which matures by its terms not more than 12 months after the date of the creation or incurrence thereof, and which is not renewable or extendable at the option of the Company for a period of more than 12 months from the date of the creation or incurrence thereof pursuant to any revolving credit or similar agreement; and

(d) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 5.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Reimbursement Event of Default or Prepayment Event, then so long as such Reimbursement Event of Default or Prepayment Event shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in cash, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in cash, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II.
NATURE OF THE OBLIGATIONS
OF ENTERGY AND THE COMPANY

2.1. Regulatory Approvals.

(a) Except as provided in Section 2.2 with respect to the obligations of Entergy to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 (as to which the SEC Orders are in full force and effect at the date of execution and delivery of this Agreement), the performance of the obligations of Entergy hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities necessary at the time to permit Entergy at the time to perform its duties and obligations then to be performed hereunder, including the receipt and continued effectiveness of all authorizations of governmental authorities necessary at the time to permit Entergy at the time to supply or cause to be supplied to the Company capital pursuant to the provisions of Section 1.2 or to permit Entergy at the time to acquire securities issued and sold to Entergy by the Company.

(b) The performance of the obligations of the Company hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to perform its duties and obligations hereunder, including the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to operate the Project (or to have the Project operated for it) to the extent the Project is then operable, and to issue and to sell securities then to be issued and sold by the Company to Entergy or to others for the purpose of securing required capital.

(c) Entergy and the Company shall use their best efforts to secure and maintain all such authorizations of governmental regulatory authorities.

2.2. Nature of Obligations.

(a) The obligations of Entergy hereunder to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 having heretofore been authorized by the SEC Orders (and no other authorization by any governmental regulatory authority being required) and the LOC Banks having relied on such authorization in entering into the Reimbursement Agreement, Entergy agrees that its duty to perform such obligations shall be absolute and unconditional, (a) whether or not Entergy shall have received all authorizations of governmental regulatory authorities necessary at the time to permit Entergy to perform its other duties and obligations hereunder, (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) w hether or not, at any time in question, the Company shall have performed its duties and obligations under this Agreement, (e) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to other subsidiaries of Entergy), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (f) whether or not the Company shall be solvent, (g) regardless of any event of force majeure and (h) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing. Subject to Section 2.1(a), all other obligations of Entergy hereunder are similarly absolute and unconditional.

(b) In the event that Entergy shall cease to own a majority of the common stock of the Company and such lower ownership percentage has been permitted pursuant to the consent of the LOC Banks, the obligations of Entergy hereunder shall not be increased by any amendment to, or modification of, the terms and provisions of the Reimbursement Agreement unless Entergy shall have consented in writing to such amendment or modification.

2.3. Waivers of Defenses. The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim by Entergy against the Company, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of the Company, or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from wilful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the LOC Banks to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the LOC Banks or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

2.4. Subrogation, Etc. Entergy shall, subject to the provisions of Section 1.5, be subrogated to all rights of the LOC Banks against the Company in respect of any amounts paid by Entergy pursuant to the provisions of this Agreement and applied to the payment of the Obligations Secured Hereby (as defined in Section 5.1 hereof). The LOC Banks agree that they will not deal with the Company in such a manner as to prejudice such rights of Entergy.

ARTICLE III.
TERM

This Agreement shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in cash, provided that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Administrating Bank or any other LOC Bank upon the insolvency, bankruptcy or reorganization of the Company, Entergy or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of Entergy and the Company set forth in this Agreement are exclusively for the benefit of, and may be enforced only by, the LOC Banks as provided in the Reimbursement Agreement, or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of an y jurisdiction to which the Company is or its assets are subject.

ARTICLE IV.
ASSIGNMENT

Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any of the parties hereto, except transfer or assignment by the LOC Banks to their successors or assignees in accordance with Section 23(b) of the Reimbursement Agreement, except as otherwise provided in Article V hereof and except that:

(i) in the event that Entergy shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by Entergy to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of Entergy's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of the Company's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V.
SECURITY ASSIGNMENT AND AGREEMENT

5.1. Assignment and Creation of Security Interest. As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at the stated maturity thereof, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Reimbursement Agreement, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Administrating Bank and creates a security interest in favor of the Administrating Bank, for the benefit of the LOC Banks, in (x) all of the Compa ny's rights to receive all moneys paid, or caused to be paid, or to be paid or to be caused to be paid, to the Company by Entergy pursuant to Section 1.4 of this Agreement, and (y) all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company (including, without limitation, all of the Company's rights to receive all moneys paid, or caused to be paid, or to be paid, or to be caused to be paid, to the Company by Entergy pursuant to Sections 1.2 and 1.3 of this Agreement), whether arising under this Agreement or by statute or in law or in equity or otherwise, resulting from any failure by Entergy to perform its obligations under this Agreement, but so far as this clause (y) is concerned only to the extent required for the payment when due and payable of the Obligations Secured Hereby, together in each case with full power and authority, in the name of the Administrating Bank, or the Company as assignor, or otherwise, to demand payment of, enforce, collect, r eceive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to in clause (y) being hereinafter sometimes called the "Collateral").

5.2. Other Agreements.

(a) The Company will not assign the rights assigned in clause (x) of Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby and will not assign the other rights assigned in Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby, except as provided in paragraph (b) of this Section 5.2.

(b) The Company has secured its Indebtedness for Borrowed Money represented by (i) loans made by certain banks as referred to in Whereas Clause C hereof by the First, Fourth, Fifth and Eighth Supplementary Capital Funds Agreements, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds and the Twentieth Series Bonds, as referred to in Whereas Clause D hereof, by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-first and Thirty-fourth Supple mentary Capital Funds Agreements, respectively, (iii) loans made by certain banks as referred to in Whereas Clause E hereof by the Sixth and Seventh Supplementary Capital Funds Agreements, respectively, (iv) the obligations under the Series A Reimbursement Agreement as referred to in Whereas Clause F hereof by the Ninth Supplementary Capital Funds Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause G hereof by the Tenth Supplementary Capital Funds Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause H hereof by the Twelfth Supplementary Capital Funds Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause I hereof by the Fourteenth Supplementary Capital Funds Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause J hereof by the Fifteenth Supplementary Capital Funds Agreement, (ix) the obligations under the Original Reimbursement Agreement as referred to in Whereas Clause K hereof by the Twenty-second Supplementary Capital Funds Agreement, (x) the obligations under the 1991 Reimbursement Agreement as referred to in Whereas Clause L hereof by the Twenty-third Supplementary Capital Funds Agreement, (xi) the obligations under the 1993 Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-eighth Supplementary Capital Funds Agreement, (xii) the obligations under the 1996 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause N hereof by the Thirty-second Supplementary Capital Funds Agreement, and (xiii) the obligations under the 1999 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-third Supplementary Capital Funds Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance the cost of the Project (including, without limitation, indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein called "Additional Indebtedness"), by entering into a supplementary capital funds agreement and assignment including, without limitation, the First through Twenty-eighth Supplementary Capital Funds Agreements (each being hereinafter called an "Additional Supplementary Agreement") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (hereinafter called an "Additional Assignee"). Each Additional Supplementary Agreement shall be substantially in the form of this Agreement, except that there shall be substituted in such Additional Supplementary Agreement appropriate references to such Additional Ind ebtedness, such Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the Reimbursement Obligations, the LOC Banks, the Reimbursement Agreement and the New LOCs, respectively, and such Additional Supplementary Agreement may contain such other provisions as are not inconsistent with this Agreement and do not adversely affect the rights hereunder of the LOC Banks.

(c) Notwithstanding any provision of this Agreement to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Administrating Bank, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Administrating Bank agrees that the claims of the Administrating Bank under Sections 1.2 and 1.3 of this Agreement and any security interest, pledge or lien in favor of the Administrating Bank now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding sections of the Additional Supplementary Agreement to which it is a party and any security interest, pledge or lien in favor of such Additional Assignee thereunder now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, concurrent or subsequent Additional Supplementary Agreements are e ntered into in accordance with Section 5.2(b) hereof.

5.3. Payments to the Administrating Bank. The Company agrees that, if and whenever it shall make a demand to Entergy for any payment pursuant to Section 1.2, 1.3, or 1.4 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement, it will separately identify the respective portions of such payment, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct Entergy (subject to the provisions of Section 5.4) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Administrating Bank. Any payments made or caused to be made by Entergy pursuant to Section 1.2 or 1.3 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement shall, to the extent necessary to satisfy in full the assignment set forth in Section 5.1 of this Agreement and the corresponding assignments set forth in the Additional Supplementary Agreements, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

5.4. Payments to the Company. Notwithstanding the provisions of Sections 5.1 and 5.3, unless and until the Administrating Bank shall have given written notice to Entergy of the occurrence and continuance of any Reimbursement Event of Default or Prepayment Event, all moneys paid or to be paid to the Company pursuant to Sections 1.2, 1.3 and 1.4 of this Agreement shall be paid directly to the Company and the Company need not separately identify the respective portions of payments as provided in Section 5.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Administrating Bank simultaneously with the demand by the Company for any such payment. If the Administrating Bank shall have duly notified Entergy of the occurrence of any such Reimbursement Event of Default or Prepayment Event, such payments shall be made in the manner and in the amounts specified in Section 5.3 hereof until the Administrating Bank shall by further notice to Entergy give permission that all such payments may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 5.4. The Administrating Bank shall give such permission if no such Reimbursement Event of Default or Prepayment Event continues to exist.

5.5. Consent and Agreement of Entergy.

(a) Entergy hereby consents to the foregoing assignment and agrees with the Administrating Bank to make payments to the Administrating Bank in the amounts and in the manner specified in Section 5.3 at the office of the Administrating Bank in Monterey Park, California, which is presently located at 1980 Saturn Street, Monterey Park, California 91754, Attention: Commercial Loan Operations.

(b) Subject to the provisions of Section 2.4 hereof, Entergy agrees that all payments made to the Administrating Bank or to the Company as contemplated by Sections 5.3 and 5.4 shall be final as between Entergy and the LOC Banks or the Company, as the case may be, and that Entergy will not seek to recover from any LOC Banks for any reason whatsoever any moneys paid to the Administrating Bank by virtue of this Agreement, but the finality of any such payment shall not prevent the recovery of any overpayments or mistaken payments which may be made by Entergy unless a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, in which case any such overpayment or mistaken payment shall not be recoverable but shall constitute Subordinated Indebtedness of the Company to Entergy.

ARTICLE VI.
AMENDMENTS

6.1. Restrictions on Amendments. This Agreement may not be amended, waived, modified, discharged or otherwise changed orally. It may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto and which has been approved in writing by the LOC Banks or which does not materially adversely affect the rights of the LOC Banks.

6.2. Administrating Bank's Execution. The Administrating Bank shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Agreement (a) as to which the Administrating Bank shall have received an opinion of counsel to the effect that such instrument has been duly authorized by Entergy and the Company and is permitted by the provisions of Section 6.1 and that this Agreement, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and Entergy, and (b) which shall have been executed by Entergy and the Company. The Administrating Bank shall be fully protected in relying upon the aforesaid opinion.

ARTICLE VII.
NOTICES

7.1. Notices, Etc., in Writing. All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Agreement shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Box 61000
New Orleans, LA 70113
Attention: Treasurer

If to Entergy Corporation, to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Administrating Bank, to:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Attention.: David Musicant

with copies to each party.

7.2. Delivery, Etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 7.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VIII.
ENFORCEMENT

8.1. Enforcement Action. At any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, the Administrating Bank may proceed, in its own name, or as agent or otherwise, to protect and enforce its rights, those of the other LOC Banks and those of the Company under this Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained in this Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the LOC Banks shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Reimbursement Agreement or now or hereafter existing at law or in equity or by statute.

8.2. Attorney-in-Fact. The Company hereby constitutes the Administrating Bank its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, to enforce any of the obligations contained herein or to take any action or institute any proceedings which to the Administrating Bank may seem necessary or advisable in the premises.

ARTICLE IX.
SEVERABILITY; COUNTERPARTS

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

This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

ARTICLE X.
GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE XI.
SUCCESSION

Subject to Article IV hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of any right to any funds due or to become due under this Agreement, shall in any event relieve the Company or Entergy of their respective obligations hereunder.

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

ENTERGY CORPORATION




By:

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

SYSTEM ENERGY RESOURCES, INC.




By

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

UNION BANK OF CALIFORNIA, N.A., as Administrating Bank




By

Name:
Title:

EX-10 9 a10a99.htm

Exhibit 10(a)99

November 14, 2003

Mr. Mark T. Savoff
662 Llagas Vista Drive
Morgan Hill, CA 95037

Dear Mark:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our offer to you for the ESI system officer position of Executive Vice President, Operations. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
 
 
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
 
 
3. Base Salary. Your annual rate of pay shall be FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
 
 
4. Additional Benefits. Upon employment, you are eligible for the following additional benefits:
1. Executive Annual Incentive Plan. Beginning in the calendar year 2004, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 70% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 17.5%	70%	140%
$0 to $87,500	$350,000	$700,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 70% Target level) and is not bracketed at the 17.5%, 70% or 140% levels. Further, individual awards are discretionary.
 

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:
• 8,500 performance units (with a maximum opportunity of 200% of that Target -- prorated) for the 2002 to 2004 performance cycle; and,
• 12,500 performance units (with a maximum opportunity of 200% of that Target -- prorated) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at System Management Level 2 with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2004 to 2006 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2004

Minimum	Target	Maximum
0 or 3,125 Units	12,500 Units	25,000 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on January 1, 2004, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,800 performance units (i.e., 8,500 Target performance units for the 36-month period times 12/36 prorated months of participation equals 2,800 performance units, plus accumulated dividends). At maximum, the number of units would be 5,600 (i.e., 200% of the 2,800 units at Target.)

3. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 40,300 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after-tax net profit realized from the exercise of stock options into Entergy common stock, which must be held for a period of five years, or separa tion from service, if earlier.
 
 
4. Vacation. You will be eligible for five (5) weeks' vacation annually beginning in 2004.

 
5. Relocation Assistance (one month's salary). You will be eligible for benefits under Entergy's relocation program, including a lump sum cash payment of one month's salary ($41,667); paid at the time you relocate, for miscellaneous relocation expenses.
 
 
6. Retirement Benefits.

You will be offered participation in both of the following non-qualified retirement plans, subject to their respective terms and conditions. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Retirement Plan and Pension Equalization Plan (PEP). The Pension Equalization Plan of Entergy Corporation and Subsidiaries (the "PEP") is an excess benefit retirement plan, which together with the qualified Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. To the extent that this pension formula produces a benefit payment that is greater than permitted by the qualified Retirement Plan, the PEP restores that otherwise lost benefit.
• System Executive Retirement Plan (SERP). You will also be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates that are approximately twice as much (for the first 15 years) as the 1.5% per year flat rate under the Retirement Plan. The replacement rate that corresponds to your years of service is applied to your highest three-year average base salary and corresponding annual incentive payments. Your participation in this Plan is contingent upon execution of a SERP Application shortly after your hire date.
7. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). Subject to the terms and conditions of the SECP, if a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to three (3) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for three years following your date of separation from service.

 
8. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, the BenefitsPlus welfare benefit plans, Defined Contribution Restoration Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any Syste m Company sponsored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.
5. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, or an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.

 
6. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.

 
7. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.

 
8. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.

 
9. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.

 
10. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:

General Counsel
Entergy Services, Inc.
639 Loyola Avenue, 26^th Floor
New Orleans, LA 70113

If to you, addressed as follows:

Mr. Mark T. Savoff
662 Llagas Vista Drive
Morgan Hill, CA 95037
 

11. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.

 
12. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for cause.

 
13. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.

 
14. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

 
15. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.

 
16. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until November 28, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

Enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Mark T. Savoff

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

ENTERGY SERVICES, INC.,
BY ITS DULY AUTHORIZED AGENT:


Date: _____________________________________

Signature: _________________________________

Printed Name: _____________________________

Title: _____________________________________

This document constitutes part of a prospectus covering Securities that have been registered under the Securities Act of 1933.

EX-10 10 a10b63.htm

Exhibit 10(b)63

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank and Funding Bank,

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent,

BANC ONE CAPITAL MARKETS, INC.,

as Documentation Agent

AND THE PARTICIPATING BANKS

NAMED HEREIN

DATED AS OF

DECEMBER 22, 2003

______________________________________________

UNION BANK OF CALIFORNIA, N.A.,
as Lead Arranger


BANC ONE CAPITAL MARKETS, INC. and KEYBANK NATIONAL ASSOCIATION,
as Co-Arrangers

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of December 22, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), BANC ONE CAPITAL MARKETS, INC., as documentation agent (in such capacity, the "Documentation Agent"), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent" and, together with the Documentation Agent and the Administrating Bank, collectively referred to as the "Agents"), and the banks listed on the signature pages hereof under the heading "Particip ating Banks" and the other banks from time to time party to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claibo rne County, Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "Existing Funding Bank"), and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1 hereof) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit"); and

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Agents, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"ABR", when used in reference to any drawing under a Letter of Credit or any Advance or Borrowing, refers to whether such drawing, Advance, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"ABR Advance" means an Advance in respect of which the Company has selected in accordance with Section 2(e)(i) hereof, or this Agreement otherwise provides for, interest to be computed on the basis of the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Rate Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Advance" means any DLE Initial Advance, DLE Term Advance, EOL Initial Advance or EOL Term Advance, and "Advances" means DLE Initial Advances, DLE Term Advances, EOL Initial Advances and EOL Term Advances collectively.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition u ntil the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Rate" means, for any day, (a) with respect to any drawing under a Letter of Credit that bears interest at a rate determined by reference to the Adjusted LIBO Rate or any Eurodollar Rate Advance subsequently made by the Participating Banks in order to reimburse such drawing (including any Advances resulting from the subsequent Conversion of such Eurodollar Rate Advance), (i) for the period commencing on the date of such drawing (the "Draw Date") to and including the 60th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate for the Interest Period in effect plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt, (ii) for the period following the 60th day following the Draw Date to and including the 180th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 0.25% per annum and (iii) for the period following the 180^th day following the Draw Date until the date that such Advance is due and payable, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 1.0% per annum; (b) with respect to the Participation Fees payable hereunder, the rate per annum set forth below under the caption &q uot;Participation Fee Rate", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt; and (c) with respect to the Commitment Fees payable hereunder, the rate per annum set forth below under the caption "Commitment Fee Rate", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt:

	Index Debt Ratings	Eurodollar Spread	Participation Fee Rate	Commitment Fee Rate
Category 1	A3 or higher/A- or higher	1.000%	1.000%	0.125%
Category 2	Baa1/BBB+	1.125%	1.125%	0.150%
Category 3	Baa2/BBB	1.375%	1.375%	0.200%
Category 4	Baa3/BBB-	1.500%	1.500%	0.250%
Category 5	Ba1 or lower/BB+ or lower	2.375%	2.375%	0.375%

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the lower of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effe ctive date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Banks shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"Availability Agreement" means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Availability Agreement Assignment" means the Thirty-Fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I, and as amended from time to time in accordance with the terms of this Agreement.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Borrowing" means a borrowing consisting of Advances of the same Type and Interest Period made on the same date by the Participating Banks, ratably in accordance with their respective Participation Percentages. A Borrowing may be referred to herein as being a "Type" of Borrowing, corresponding to the Type of Advances comprising such Borrowing. For purposes of this Agreement, all Advances made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single Borrowing until repaid or next Converted.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Capital Funds Agreement" means the Capital Funds Agreement, dated as of June 21, 1974, between the Company and Middle South Utilities, Inc. (the predecessor of Entergy), as amended and supplemented heretofore and from time to time.

"Closing Date" means December 22, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral Agreements" means the Supplementary Capital Funds Agreement, the Availability Agreement, and the Availability Agreement Assignment.

"Commitment Fee" has the meaning set forth in Section 3 hereof.

"Company" has the meaning set forth in the preamble hereto.

"Conversion", "Convert" or "Converted" each refers to a conversion of Advances pursuant to Section 2(f) hereof, including but not limited to any selection of a longer or shorter Interest Period to be applicable to such Advances or any conversion of an Advance as described in Section 2(f)(iv) hereof.

"Consolidated Indebtedness" means the Indebtedness of the Company and its consolidated Subsidiaries, as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Debt Ratio" means, on any date of determination, the ratio of (i) the aggregate amount of Consolidated Indebtedness and Preferred Stock on such date to (ii) Total Liabilities and Equity as of such date.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2002; (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2003; (iii) the Annual Report on Form 10-K with respect to Entergy and the Operating Companies for the year ended December 31, 2002; and (iv) the Quarterly Report on Form 10-Q with respect to Entergy and the Operating Companies for the quarter ended September 30, 2003.

"DLE Initial Advance" has the meaning assigned to that term in Section 2(c)(iii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Initial Advance). The Type of a DLE Initial Advance may change from time to time when such DLE Initial Advance is Converted. For purposes of this Agreement, all DLE Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Initial Advance by such Participating Bank until repaid or next Converted.

"DLE Initial Advance Repayment Date" has the meaning assigned to that term in Section 2(b)(iii) hereof.

"DLE Term Advance" has the meaning assigned to that term in Section 2(c)(iv) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Term Advance). The Type of a DLE Term Advance may change from time to time when such DLE Term Advance is Converted. For purposes of this Agreement, all DLE Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Term Advance by such Participating Bank until repaid or next Converted.

"Documentation Agent" has the meaning set forth in the preamble hereto.

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

"EAI" means Entergy Arkansas, Inc., an Arkansas corporation.

"ELI" means Entergy Louisiana, Inc., a Louisiana corporation.

"EMI" means Entergy Mississippi, Inc., a Mississippi corporation.

"ENOI" means Entergy New Orleans, Inc., a Louisiana corporation.

"Entergy" means Entergy Corporation, a Delaware corporation, formerly Middle South Utilities, Inc., and the holder of all shares of the common stock of the Company as of the date hereof.

"EOL Initial Advance" has the meaning assigned to that term in Section 2(c)(i) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Initial Advance). The Type of a EOL Initial Advance may change from time to time when such EOL Initial Advance is Converted. For purposes of this Agreement, all EOL Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Initial Advance by such Participating Bank until repaid or next Converted.

"EOL Initial Advance Repayment Date" has the meaning assigned to that term in Section 2(b)(ii) hereof.

"EOL Term Advance" has the meaning assigned to that term in Section 2(c)(ii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Term Advance). The Type of an EOL Term Advance may change from time to time when such EOL Term Advance is Converted. For purposes of this Agreement, all EOL Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Term Advance by such Participating Bank until repaid or next Converted.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

"Eurodollar", when used in reference to any Advance or Borrowing, refers to whether such Borrowing, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Eurodollar Rate Advance" means an Advance in respect of which the Company has selected in accordance with Section 2(e)(iii) hereof interest to be computed on the basis of the Adjusted LIBO Rate.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Excepted Encumbrances" shall mean, as of any particular time, any of the following:

(a) liens for taxes, assessments or governmental charges not then delinquent and liens for workmen's compensation awards and similar obligations not then delinquent and undetermined liens or charges incidental to construction, and liens for taxes, assessments or governmental charges then delinquent but the validity of which is being contested at the time by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company;

(b) any liens securing indebtedness, neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Company for substation, transmission line, transportation line, distribution line or right of way purposes;

(c) rights reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of the Company;

(d) rights currently reserved to or vested in others to take or receive any part of the power, gas, oil or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Company;

(e) easement, restrictions, exceptions or reservations in any property and/or rights of way of the Company for the purpose or roads, pipelines, substations, transmission lines, transportation lines, distribution lines, removal of coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in titles of any property and/or rights of way, which do not materially impair in the aggregate the use of such property and/or rights of way for the purposes for which such property and/or rights of way are held by the Company;

(f) rights reserved to or vested in any governmental authority to use, control or regulate any property of the Company;

(g) any obligations or duties, affecting the property of the Company, to any governmental authority with respect to any franchise, grant, license or permit; and

(h) any controls, liens, restrictions, regulations, easements, exceptions or reservations of any governmental authority applying particularly to nuclear fuel.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 306S234762, in the stated amount of $36,515,236.09, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 306S234761, in the stated amount of $161,546,191.84, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on March 3, 2003.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means the letter agreement, dated the date hereof, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Fixed Charge Ratio" has the meaning set forth in Section 12(g) hereof.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, Mississippi, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indebtedness" of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) he reof (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans, (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan, (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repo ssession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Index Debt" means senior, secured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

"Interest Expense" has the meaning set forth in Section 12(g) hereof.

"Interest Period" means with respect to any Eurodollar Rate Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Company may elect, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Rate Advance initially shall be the da te on which such Advance is made and, in the case of an Advance that has been Converted, thereafter shall be the effective date of the most recent Conversion or continuation of such Advance.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"LIBO Rate" means, with respect to any Eurodollar Rate Advance for any Interest Period, the rate, as determined by the Administrating Bank, at which deposits in Dollars are offered to the Administrating Bank in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted, at approximately 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to Union Bank of California, N.A.'s Participation Percentage of such Eurodollar Rate Loan and for a period equal to such Interest Period.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means the Mortgage and Deed of Trust, dated as of June 15, 1977, to The Bank of New York (successor to United States Trust Company of New York) and Douglas J. MacInnes (successor to Gerard P. Ganey and Malcolm J. Hood), as amended and supplemented from time to time.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Obligations" means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) hereof, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii) obligations of such Pe rson under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

"Operating Companies" means EAI, ELI, EMI and ENOI, each being an "Operating Company".

"Original Reimbursement Agreement" means the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Plan" shall mean any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

"Preferred Stock" means any mandatorily redeemable preferred stock of the Company.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Regulation D" means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Reportable Event" means any reportable event as defined in Section 4043 (b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Significant Operating Company" means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

"Significant Operating Group" means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

"S&P" shall mean Standard & Poor's Ratings Services.

"Stated Expiration Date" means May 30, 2007, as such date may be extended from time to time pursuant to Section 19 hereof.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrating Bank is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Drawings under a Letter of Credit that bear interest at a rate determined by reference to the Adjusted LIBO Rate and Eurodollar Rate Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Bank under Regulation D or any comparable regulation. The St atutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Supplementary Capital Funds Agreement" means the Thirty-Fifth Supplementary Capital Funds Agreement and Assignment dated as of December 22, 2003, among the Company, Entergy and the Administrating Bank, substantially in the form of Exhibit H hereto and as amended from time to time in accordance with the terms of this Agreement.

"Syndication Agent" has the meaning set forth in the preamble hereto.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Termination Event" means (i) a Reportable Event, or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

"Total Liabilities and Equity" means, on any date of determination, the consolidated total liabilities and equity of the Company as shown on the most recent financial statement of the Company filed with the SEC on Form 10-K or Form 10-Q.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit, the Fee Letter and the Collateral Agreements.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Type" has the meaning assigned to such term in the definitions of "DLE Initial Advance", "DLE Term Advance", "EOL Initial Advance", "EOL Term Advance" and "Borrowing" herein.

"Unit 1" has the meaning specified in the preamble hereto.

"UPSA" means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement and Advances. (a) Reimbursement on Demand. Subject to the provisions of subsections (b), (c) and (e), below, the Company hereby agrees to pay (whether with the proceeds of Advances made pursuant to subsection (c), below, or otherwise) to the Funding Bank on demand (i) on and after each date on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, a sum equal to such amount so paid (which sum shall constitute a demand loan from the Funding Bank to the Company from the date of such payment by the Funding Bank until so paid by the Company), plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Fundin g Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Reimbursement Upon the Occurrence of Certain Events. The Company shall reimburse the Funding Bank for each payment made by the Funding Bank under a Letter of Credit in accordance with the following paragraphs (i), (ii) and (iii):

(i) Reimbursement Defaults. If, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, either an Event of Default or a Reimbursement Default has occurred and is continuing, the Company shall pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the fifth day following the Business Day on which the Funding Bank shall make such payment a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon at a rate per annum equal to the Alternate Base Rate in effect from time to time.

(ii) Events of Loss. Subject to paragraph (i) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, an Event of Loss has occurred and is continuing, the Company shall pay to the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(ii), below, or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 35th day following the Business Day on which the Funding Bank shall make such payment (the "EOL Initial Advance Repayment Date") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(iii) Deemed Loss Events and Other Circumstances. Subject to paragraphs (i) and (ii) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, (A) a Deemed Loss Event has occurred and is continuing or (B) any other event or circumstance (other than a Reimbursement Default, an Event of Default or an Event of Loss) giving rise to such drawing has occurred, the Company shall reimburse the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(iv) below or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 90th day following the Business Day on which the Funding Bank shall make such payment (the "DLE Initial Advance Repayment Date") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(c) Advances. Each Participating Bank agrees to make Advances for the account of the Company from time to time upon the terms and subject to the conditions set forth below:

(i) EOL Initial Advances. If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(ii) above (such payment referred to herein as an "EOL Payment"), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such EOL Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being an "EOL Initial Advance" made by such Participating Bank and, collectively, the "EOL Initial Advances"). Each such EOL Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each EOL Initial Advance in accordance with subsection (h)(i), below. The Company may repay the principal amount of any EOL Initial Advance with (and to the extent of) the proceeds of an EOL Term Advance made pursuant to paragraph (ii) below, and may prepay EOL Initial Advances in accordance with subsection (i) below.

(ii) EOL Term Advances. If the Funding Bank shall make any EOL Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(f) hereof on and as of the EOL Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being an "EOL Term Advance" made by such Participating Bank and, collectively, the "EOL Term Advances") on the EOL Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's EOL Initial Advances maturing on such EOL Initial Advance Repayment Date. All EOL Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the EOL Initial Advance Repayment Date), (2) the principal amount of EOL Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the EOL Term Advances comprising such Borrowing. The proceeds of each Participating Bank's EOL Term Advances shall be applied solely to the repayment of the EOL Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each EOL Term Advance in accordance with subsection (h)(ii) below, and may prepay EOL Term Advances i n accordance with subsection (i) below.

(iii) DLE Initial Advances. If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(iii) above (such payment referred to herein as a "DLE Payment"), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such DLE Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being a "DLE Initial Advance" made by such Participating Bank and, collectively, the "DLE Initial Advances"). Each such DLE Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each DLE Initial Advanc e in accordance with subsection (h)(iii) below. The Company may repay the principal amount of any DLE Initial Advance with (and to the extent of) the proceeds of a DLE Term Advance made pursuant to paragraph (iv) below, and may prepay DLE Initial Advances in accordance with subsection (i) below.

(iv) DLE Term Advances. If the Funding Bank shall make any DLE Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(g) hereof on and as of the DLE Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being a "DLE Term Advance" made by such Participating Bank and, collectively, the "DLE Term Advances") on the DLE Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's DLE Initial Advances maturing on such DLE Initial Advance Repayment Date. All DLE Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the DLE Initial Advance Repayment Date), (2) the principal amount of DLE Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the DLE Term Advances comprising such Borrowing. The proceeds of each Participating Bank's DLE Term Advances shall be applied solely to the repayment of the DLE Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each DLE Term Advance in accordance with subsection (h)(iv) below, and may prepay DLE Term Advances in accordance with subsection (i) below.

(d) Application of Payments. Any payment made by the Company pursuant to subsection (a) or (b) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) or (b) above, there shall be amounts due from the Company pursuant to subsection (a) or (b) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to all such Letters of C redit.

(e) Interest on Advances. The Company shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full at the applicable rate set forth below:

(i) Alternate Base Rate. Except to the extent that the Company shall elect to pay interest on any Advance for any Interest Period pursuant to paragraph (iii) below, the Company shall pay interest on each Advance from the date thereof until the date such Advance is due, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time. The Company shall pay interest on each Advance bearing interest in accordance with this subsection monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any ABR Advance to a Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(ii) Interest Periods. Subject to the other requirements of this subsection (e) and in the definition of "Interest Period" contained in Section 1 hereof, the Company may from time to time elect to have the interest on all Advances comprising part of the same Borrowing determined and payable for a specified Interest Period in accordance with paragraph (iii) below.

(iii) Eurodollar Rate. Subject to the requirements of this subsection (e) and subsection (f) below, the Company may from time to time elect to have any Advances comprising part of the same Borrowing Converted to Eurodollar Rate Advances. The Interest Period applicable to (x) any EOL Initial Advance that has been so Converted shall be of one month's duration, (y) any DLE Initial Advance that has been so Converted shall be of one, two or three whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below and (z) any DLE Term Advance or EOL Term Advance shall be of one, two, three or six whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below. If the Company shall have made such election, the Company shall pay interest on such Eurodollar Rate Advances at the Applicable Rate for the applicable Interest Period for such Eurodolla r Rate Advances, payable monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(iv) Interest Rate Determinations. The Administrating Bank shall give prompt notice to the Company and the Participating Banks of the Adjusted LIBO Rate determined from time to time by the Administrating Bank to be applicable to each Eurodollar Rate Advance.

(f) Conversion of Advances. The Company may elect to Convert one or more Advances of any Type to one or more Advances of the same or any other Type on the following terms and subject to the following conditions:

(i) Each Conversion shall be made as to all Advances comprising a single Borrowing upon irrevocable written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) on the third Business Day prior to the date of the proposed Conversion.  The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (A) the date of such proposed Conversion (which in the case of Eurodollar Rate Advances shall be the last day of the Interest Period then applicable to such Advances to be Converted), (B) the Type of, and Interest Period, if any, applicable to the Advances proposed to be Converted, (C) the aggregate principal amount of Advances proposed to be Converted, and (D) the Type of Advances to which such Advances are proposed to be Converted and the Interest Period, if any, to be applicable thereto.

(ii) During the continuance of a Reimbursement Default (other than a Reimbursement Event of Default), the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and all Eurodollar Rate Advances then outstanding shall be Converted to ABR Advances on the last day of the Interest Period then in effect, if, on such day, a Reimbursement Default (other than a Reimbursement Event of Default) shall be continuing.

(iii) During the continuance of a Reimbursement Event of Default, the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and upon the occurrence of a Reimbursement Event of Default, all Eurodollar Rate Advances then outstanding shall immediately, without further act by the Company, be Converted to ABR Advances.

(iv) If no notice of Conversion is received by the Administrating Bank as provided in paragraph (i) above with respect to any outstanding Eurodollar Rate Advances on or before the third Business Day prior to the last day of the Interest Period then in effect for such Eurodollar Rate Advances, the Administrating Bank shall treat such absence of notice as a deemed notice of Conversion providing for such Advances to be Converted to ABR Advances on the last day of such Interest Period.

(g) Other Terms Relating to the Making and Conversion of Advances. (i) Notwithstanding anything in subsections (c), (e) and (f) above to the contrary:

(A) at no time shall more than five different Borrowings be outstanding hereunder; and

(B) each Borrowing consisting of Eurodollar Rate Advances or ABR Advances shall be in the aggregate principal amount of at least $5,000,000.

(ii) Each notice of Conversion pursuant to subsection (f) above shall be irrevocable and binding on the Company.

(h) Repayment of Advances. (i) The unpaid principal amount of each EOL Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the EOL Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(ii) The unpaid principal amount of each EOL Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 330 days from the date of making such EOL Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(iii) The unpaid principal amount of each DLE Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the DLE Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks .

(iv) The unpaid principal amount of each DLE Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 270 days from the date of making such DLE Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(i) Prepayment of Advances. (i) The Company shall have no right to prepay any principal amount of any Advances except in accordance with paragraph (ii) below.

(ii) The Company may, (A) upon at least three Business Days' irrevocable written notice to the Administrating Bank, in the case of any Eurodollar Rate Advance, and (B) upon at least one Business Day's irrevocable written notice to the Administrating Bank, in the case of any ABR Advance, in each case stating the proposed date and aggregate principal amount of the prepayment and the specific Borrowing(s) to be prepaid, and if such notice is given, the Company shall, prepay, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due pursuant to Section 2(l) hereof, the outstanding principal amount of all Advances comprising the same Borrowing, in each case as the Company shall designate in such notice; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000, or, if less, the aggregate principal amount of all Advances then outstanding.

(j) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(k) Evidence of Indebtedness. The Funding Bank and each Participating Bank shall maintain, in accordance with their usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit (in the case of the Funding Bank) and from each Advance (in the case of each Participating Bank) made from time to time hereunder and the amounts of principal and interest payable and paid from time to time hereunder.

(l) Breakage Costs. In the event of (i) the payment of any principal of any Eurodollar Rate Advance other than on the last day of an Interest Period applicable thereto (including as a result of a Reimbursement Event of Default or Prepayment Event), (ii) the Conversion for any reason of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto, (iii) the failure to Convert, continue or prepay any Eurodollar Rate Advance on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 4(g), then, in any such event, the Company hereby agrees to compensate each Participating Bank for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Participating Bank shall be deemed to include an amount determined by such Participating B ank to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the Adjusted LIBO Rate (in the case of a Eurodollar Rate Advance) that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to Convert or continue, for the period that would have been the Interest Period for such Advance), over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Participating Bank would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Participating Bank setting forth any amount or amounts that such Participating Bank is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive abse nt manifest error. The Company shall pay such Participating Bank the amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Company contained in this subsection (1) shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of the Funding Bank a fee with respect to each Letter of Credit as separately agreed upon between the Company and the Funding Bank in accordance with the terms of the Fee Letter; (b) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Credit Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on such Termination Date; (c) upon the execution of this Agreement, for the account of the Funding Bank and each Participating Bank (including t he Administrating Bank and the Syndication Agent), the up-front fees separately agreed upon between the Administrating Bank and the Participating Banks and consented to by the Company; (d) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the Fee Letter; and (e) for the account of each Participating Bank, a commitment fee with respect to the Letters of Credit (the "Commitment Fee") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the excess of (A) the Aggregate Maximum Credit Amount over (B) the aggregate Maximum Drawing Amount of the Letters of Credit in effect from time to time, from and including the Date of Issuance of the Letters of Credit to but excluding the Termination Date of each Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on each such Termination Date. Up on receipt from the Company of fees payable in accordance with the provisions of this Section 3, the Administrating Bank agrees to promptly pay to the account of the Funding Bank and each Participating Bank, as applicable, the fees paid to it for the account of the Funding Bank or such Participating Bank pursuant to this Section 3.

SECTION 4. Change in Circumstances; Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance:

(i) the Administrating Bank determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(ii) the Administrating Bank is advised by the Required Banks that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Required Banks of making or maintaining their Eurodollar Rate Advances for such Interest Period;

then the Administrating Bank shall give notice thereof to the Company and the Participating Banks by telephone or telecopy as promptly as practicable thereafter and, until the Administrating Bank notifies the Company and the Participating Banks that the circumstances giving rise to such notice no longer exist, (A) any request to Convert any ABR Advance to, or to continue any Eurodollar Rate Advance as, a Eurodollar Rate Advance shall be ineffective and (B) if any request is made for a Eurodollar Rate Advance, such Borrowing shall be made as an ABR Advance.

(b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Lette rs of Credit or any drawing thereunder or making or maintaining any Eurodollar Rate Advance (or of maintaining its obligation to make such Advance) (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(c) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (c).

(d) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(e) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a), (b) and (c) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(f) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(g) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(e) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(h) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(e) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sentence, int erest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimburse the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 2 or Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 2 or Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases; (ii) any Reimbursement Default or Prepayment Event hereunder; (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder; (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v i) the existence of any claim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Credit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or willful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit or Advances pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Co mpany (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official, all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit or Advances, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Ban k acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the ot her Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect . Without limiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or willful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit or any Advance, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Lett ers of Credit. Nothing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(b)(i), 2(e)(i), 5(a) and 5(c) hereof (in each case only to the extent such interest is based on the Prime Rate) shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day). Interest payable under Section 2(e)(iii) hereof, interest payable hereunder that is based on the Federal Funds Effective Rate, and the fees payable under Section 3 hereof shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c), (d) and (e) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xvi) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date, in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, (A) as New York counsel to the Company, substantially in the form of Exhibit C hereto, and (B) as New York counsel to Entergy (including certain Delaware opinions), substantially in the Form of Exhibit D-1 hereto;

(ii) (A) an opinion of Denise C. Redmann, as Louisiana counsel to Entergy, substantially in the form of Exhibit D-2, (B) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit E-1 hereto, and (C) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E-2 hereto;

(iii) an opinion of (A) Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to EMI, (B) Friday, Eldredge & Clark, LLP, as Arkansas counsel to EAI, (C) Denise C. Redmann, as Louisiana counsel to ELI, and (D) Denise C. Redmann, as Louisiana counsel to ENOI, substantially in the form of Exhibits F-1 to F-4 hereto, respectively;

(iv) an opinion of Hughes Hubbard & Reed LLP, (A) as special counsel for the Administrating Bank, substantially in the form of Exhibit G-1 hereto, and (B) as special counsel to the Funding Bank, substantially in the form of Exhibit G-2 hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Collateral Agreements, each of the other Transaction Documents to which the Company is a party and the Collateral Trust Indenture, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company, Entergy or any Operating Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents, the Collateral Agreements or any of the Financing Documents to which any of the Company, Entergy or any Operating Company is a party;

(vii) a certificate as to the good standing of each of the Company, Entergy, and each Operating Company, as of a recent date, from the Secretary of State of the applicable state of such Person's organization and, in the case of the Company, the Secretary of State of the State of Mississippi;

(viii) the Administrating Bank shall have a perfected first priority security interest in the Collateral Agreements;

(ix) (i) a certificate of the Secretary or Assistant Secretary of each of the Company, Entergy, and each Operating Company certifying (A) that attached thereto is a true and complete copy of the by-laws of such Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above or subclause (B) below, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution, delivery and performance of the Collateral Agreements to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of such Person and (y) that such certificate or articles of incorporation have not been amended since the date of the last amendment thereto , and (D) as to the incumbency and specimen signature of each officer executing this Agreement, any Collateral Agreement or any other document or certificate delivered in connection herewith on behalf of such Person; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to subclause (i) above;

(x) an executed copy of the Supplementary Capital Funds Agreement;

(xi) an executed copy of the Availability Agreement Assignment;

(xii) a copy of each Disclosure Document;

(xiii) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xiv) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xv) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xvi) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank);

(iv) all fees required to be paid pursuant to Section 3 on the Closing Date, shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable; and

(v) the Company shall have paid all reasonable costs and expenses of the Administrating Bank, each other Agent and the Funding Bank described in Section 21 hereof (including the reasonable fees and disbursements of counsel to the Administrating Bank and the Funding Bank), to the extent invoiced at least three days prior to such Date of Issuance.

(e) On the Date of Issuance of the Letters of Credit, the full power operating license issued for Unit 1 by the Nuclear Regulatory Commission shall be in full force and effect.

(f) Conditions Precedent to EOL Term Advances. The obligation of each Participating Bank to make an EOL Term Advance shall be subject to the conditions precedent that, on the date of such EOL Term Advance, the following statements shall be true and the Administrating Bank shall have received a certificate of a duly authorized officer of the Company, dated the date of such EOL Term Advance stating that:

(i) the representations and warranties contained in Section 10 of this Agreement are true and correct in all material respects on and as of the date of such EOL Term Advance, before and after giving effect to such EOL Term Advance and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default, Reimbursement Default, Prepayment Event or Indenture Event of Default.

(g) Conditions Precedent to DLE Term Advances. The obligation of each Participating Bank to make any DLE Term Advance shall be subject to the conditions precedent that, on the date of such DLE Term Advance, the following statements shall be true and the Administrating Bank shall have received a certificate of a duly authorized officer of the Company, dated the date of such DLE Term Advance stating that:

(i) the representations and warranties contained in Section 10 of this Agreement are true and correct in all material respects on and as of the date of such DLE Term Advance, before and after giving effect to such DLE Term Advance and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default, a Reimbursement Default, Prepayment Event or Indenture Event of Default.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule II thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any actual, asserted or implied lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is a party, have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any Indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or any other Transaction Document to which it is a party, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound, or results or will result in the creation or imposition of any Lien (other than Liens permitted under Section 12(e) hereof) upon any of its property or the property of any of its Affiliates. There is no provision of its charter or by-laws, or any Applicable Law, or, except as disclosed in the Disclosure Documents, any such indenture, m ortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it can now foresee) to materially adversely affect, its business, operations, affairs, condition, properties or assets. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document or Financing Document to which it is, or is to become, a party.

(d) Governmental Actions. No Governmental Action is or will be required in connection with (i) the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Agreement or any other Transaction Document or Financing Document to which it is, or is to become, a party, or Sections 1.3 and 1.4 of the Supplementary Capital Funds Agreement or Section 2.2(b) of the Availability Agreement Assignment, or (ii) the execution and delivery of the Collateral Agreements, except such Governmental Actions (A) as have been, or on or before the Closing Date, in, the case of this Agreement and the other Transaction Documents, or the Refunding Date, in the case of the Financing Documents, will have been, duly obtained, given or accomplished, (B) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the Closing Date in connection with the maintenance, use, possession or operation of G rand Gulf or otherwise with respect to Grand Gulf and its involvement therewith and which are, for Unit 1, routine in nature and which it has no reason to believe will not be timely obtained, and (C) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf, is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement, or in connection with the participation by the Owner Trustee, the Indenture Trustee, any Owner Participant, or any Loan Participant in the consummation of the transactions contemplated by the Transaction Documents or the Financing Documents or (b) to be obtained by any of such Persons during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof, in the case of this Agreement and the other Transaction Documents, or the Refunding Date, in the case of any Refunding Loan or any Financing Documents, will have been, duly obtained, given or accomplished, (2) as may be required by Applicable Law not now in effect, (3) as may be required in consequence of any transfer of ownership of any Note or Bond by the Holder thereof, the beneficial interest in the Trust by any Owner Participant, or any of the Undivided Interests by the Owner Trustee, (4) as may be required in consequence of the issuance, sale or exchange and delivery of any obligations issued under and pursuant to any Collateral Trust Indenture, (5) as would be required by Applicable Law existing on any of the Lease Termination Dates in connection with taking possession of an interest in Unit 1, (6) as may be required by existing Applicable Law if, after any of the Lease Termination Dates, the Company should redeliver any Undivided Interest to the Owner Trustee pursuant to Section 5(a) of any of the Facility Leases or provide transmission services for the Owner Trustee and sell the Retained Assets to the Owner Trustee as provided under any of the Assignment and Assumption Agreements, or (7) as may be required in consequence of any exercise of remedies or other rights by any such Person under Section 16 of any of the Facility Leases. None of the Governmental Actions referred to in clause (A) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it, and each of this Agreement and such other Transaction Documents is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company, Entergy, EAI, EMI, ELI, ENOI or any Significant Operating Company or Significant Operating Group before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement, any of the other Transaction Documents or the UPSA, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the financial condition, business, properties, operations, or prospects of the Company or it and its Subsidiaries taken as a whole or the ability of the Company to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(g) Material Adverse Change. The consolidated balance sheets of the Company, Entergy and each of EAI, EMI, ELI, and ENOI as at December 31, 2002, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheets of such companies and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2002, there has been no material adverse change in its consolidated financial condition, business, properties, operations or prospects of (i) the Company or (ii) Entergy and its Subsi diaries taken as a whole, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

(h) Employee Benefit Plans. The Company and each of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder. No Reportable Event has occurred as to which the Company or any ERISA Affiliate was required to file a report with the PBGC, and the present value of all benefit liabilities under each Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed by a material amount the value of the assets of such Plan. Neither the Company nor any ERISA Affiliate has incurred any Withdrawal Liability that materially adversely affects the financial condition of the Company and its ERISA Affiliates taken as a whole. Neither the Company nor any ERISA Affiliate maintains or contributes to a Multiemployer Plan.

(i) Taxes. The Company, Entergy, and each of EAI, EMI, ELI and ENOI and each Subsidiary thereof has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof other than such taxes that the Company or such Subsidiary is contesting in good faith by appropriate legal proceedings.

(j) UPSA. The UPSA is in full force and effect and there is no default thereunder by any Significant Operating Company or Significant Operating Group.

(k) Tax Shelter Regulations. The Company does not intend to treat the issuance of the Letters of Credit, any Advances or any other transactions contemplated by this Agreement and the other Transaction Documents as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In the event that the Company determines to take any action inconsistent with such intention, the Company will promptly notify the Administrating Bank thereof. The Company acknowledges that one or more of the Agents and/or the Banks may treat the Letters of Credit and any Advances, as the case may be, as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrating Bank, the other Agents and the Banks, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(b) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws (including, but not limited to, ERISA and environmental laws), rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than (A) the Administrating Bank's or such Bank's employees, authorized agents or representatives or (B) any Person: (1) to (or through) whom the Administrating Bank or such Participating Bank assigns or trans fers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (2) with (or through) whom such Participating Bank enters into (or may potentially enter into) any sub-participation, any securitization, any hedge or otherwise, in relation to, or any other transaction under which payments are to be made by reference to, this Agreement; or (3) to whom, and to the extent that, information is required to be disclosed by any Applicable Law, provided, however, that in relation to clause (1) and (2) above, the Person to whom information is to be given has entered into a confidentiality undertaking for the benefit of the Company. Notwithstanding anything herein to the contrary, the Company, the Administrating Bank, the other Agents, each Bank and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind (x) any information with respect to the U.S. federal and state income tax treatment and tax structure of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment or tax structure, which facts shall not include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment, tax structure or facts, and (y) all materials or any kind (including opinions or other tax analyses) relating to such tax treatment, tax structure or facts that are provided to any of the Persons referred to above.

(e) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company or Entergy sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which any such company or any of its respective Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, Entergy, and each Operating Company, a copy of the annual report in the form required for reporting to the SEC for such year for such company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company (A) stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or an Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and (B) setting forth in a true and correct manner, the calculation of the ratio s required by Sections 12(f) and (g) hereof, as of the date of the most recent financial statements accompanying such certificate, to show the Company's compliance with or the status of the financial covenants contained herein; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any such Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

(h) ERISA (i) Comply in all material respects with the applicable provisions of ERISA and (ii) furnish to the Administrating Bank (A) as soon as possible, and in any event within 30 days after any officer of the Company or any ERISA Affiliate knows or has reason to know that any Termination Event (other than one described in clause (v) of such defined term) has occurred that alone or together with any other such Termination Event could reasonably be expected to result in liability of the Company to the PBGC in an aggregate amount exceeding $20,000,000, a statement of an officer setting forth details as to such Termination Event and the action that the Company proposes to take with respect thereto, together with a copy of the notice of such Termination Event, if any, given to the PBGC, (B) promptly after receipt thereof, a copy of any notice the Company or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (o ther than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, and (C) within 10 days after the due date for a filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of an officer setting forth details as to such failure and the action that the Company proposes to take with respect thereto, together with a copy of such notice given to the PBGC.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Sales, etc., of Assets. Except in the ordinary course of business, sell, lease, assign, transfer, or otherwise dispose of or permit any of its Subsidiaries to sell, lease, assign, transfer, or otherwise dispose of the assets of the Company or its Subsidiaries (whether in one transaction or in a series of transactions) provided, however, that (i) the Company may sell and leaseback the undivided interest in Unit 1 as contemplated by the Transaction Documents; (ii) the Company or a Subsidiary thereof may sell and leaseback nuclear fuel under either capitalized or noncapitalized leases; (iii) the Company or a Subsidiary thereof may, as part of an industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, sell, lease or otherwise transfer and leaseback (or repurchase pursuant to a conditional sale or other installment sale contract) such facilities; (iv) the Company or a Subsidiary thereof may sell, assign, transfe r or otherwise dispose of undivided interests in Grand Gulf if such transactions are for the purpose of complying with an order or orders of a governmental body having jurisdiction in the premises or for the purpose of complying with the conditions of any construction permits issued to the Company or a Subsidiary thereof by the Nuclear Regulatory Commission, provided that (A) payment for any such transaction shall be in cash or its equivalent and (B) each co-owner shall have waived any right it might have had to require any participation or division of Grand Gulf during the useful life of Grand Gulf and shall have entered into an agreement with the Company or a Subsidiary thereof for the joint operation of Grand Gulf specifying, among other things, that it will share responsibility for the operating costs of Grand Gulf and that the Company or a Subsidiary thereof shall remain responsible for the operation of Grand Gulf, and provided further that the conditions specified in the foregoing clause (B) shall be deemed modified by any contrary requirements of the Nuclear Regulatory Commission; (v) the Company or a Subsidiary thereof may sell and lease-back assets (up to $500 million in aggregate proceeds received) under either capitalized or noncapitalized leases; and (vi) the Company or a Subsidiary thereof may sell accounts receivable in the ordinary course of business.

(b) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or permit any of its Subsidiaries to do so, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(b)) to perform its obligations hereunder or under any of the other Transaction Documents or Financing Documents, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement, the other Transaction Documents, and the Financing Documents in a writing satisfactory in form and substance to the Required Banks, and (B ) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(c) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents (other than this Agreement and the Collateral Agreements) or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents (other than this Agreement and the Collateral Agreements) or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such Modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior writte n consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of any of the Collateral Agreements or this Section 12(c) without first obtaining the prior written consent of all Participating Banks.

(d) Cessation of Operations. Cease operating Unit 1 if a cheaper source of energy is available unless both (i) the marginal cost of energy at Unit 1 is greater than the cost of purchasing energy from other available sources and (ii) the cessation of operation of Unit 1 would not result, or reasonably be expected to result, in the cessation of allocations of capacity charges under the UPSA or the removal of Unit 1 from the FERC jurisdictional rate base.

(e) Liens. Create, assume or suffer to exist any Lien upon any of its assets, now owned or hereafter acquired, securing any Indebtedness or other obligation except: (i) Liens existing on the date of execution and delivery of this Agreement, (ii) Liens established under the Mortgage, and any successor or general and refunding mortgage so long as provision is made that no further bonds may be issued under any predecessor mortgage except to secure bonds issued under the then current successor or general and refunding mortgage, (iii) Liens contemplated to be granted by the Company or the Owner Trustee pursuant to Section 2.1 of the Indenture, (iv) Liens contemplated to be granted by the Company to the Owner Participant pursuant to the Participation Agreement, (v) Liens securing sale and leaseback transactions permitted under Section 12(a)(v) hereof, (vi) Liens on nuclear fuel securing sale and leaseback transactions involving such nuclear fuel, (vii) assignments of the Capital Funds Agreement permitted by the Supplementary Capital Funds Agreement, (viii) assignments of the Availability Agreement permitted by the Availability Agreement Assignment, (ix) deposits or pledges to secure the payment of workmen's compensation, unemployment insurance, old age pensions or other social security benefits or obligations; (x) mechanics', materialmen's, warehousemen's, carriers' or other like liens arising in the ordinary course of business securing obligations which are not overdue for a period longer than 30 days, or which are being contested by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company; (xi) Liens incurred or created in connection with or to secure the performance of bids, tenders, contracts (other than for the payment of money), leases, statutory obligations, surety bonds or appeal bonds, and other liens of like nature incurred or created in the ordinary course of business; (xii) Liens created or incurred in connection w ith industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, provided that any proceeds received by the Company as a result of such financing (after deducting any costs and expenses incurred in connection therewith) are applied either to pay or prepay Indebtedness or to pay the construction costs of Grand Gulf; (xiii) purchase money liens on property purchased or acquired, not to exceed in the aggregate the principal amount of $20,000,000, provided that (A) the aggregate of the liens pertaining to such property may not exceed sixty-five percentum (65%) of the cost or fair value, whichever is less, of such property at the time of acquisition, and (B) each such lien shall apply only to such property originally subject thereto plus improvements; (xiv) Liens of financing agencies or other persons providing financing on any part of Grand Gulf which is reacquired by the Company following a default by an owner thereof under any agreement for joint operation of Grand Gulf referred to in Section 12(a)(iv) hereof, (xv) Liens on the UPSA, or the right to receive any payments thereunder, if, but only if, the Administrating Bank shall have a valid and perfected first priority security interest in the UPSA and the rights to receive payment thereunder pro rata and pari passu with any other secured party; and (xvi) Excepted Encumbrances.

(f) Debt Ratio. Permit at any time the Debt Ratio to exceed 0.70 to 1.0.

(g) Fixed Charge Ratio. Permit with respect to each fiscal quarter (determined as of the last day of such fiscal quarter) a Fixed Charge Ratio to be less than 1.50. "Fixed Charge Ratio" with respect to any fiscal quarter shall mean the ratio of (i) the sum of (A) consolidated net income of the Company and its Subsidiaries for the 12-month period ended on the last day of such fiscal quarter plus (or minus) (B) all extraordinary items deducted (or added) in determining said net income plus (C) all income taxes deducted in determining said net income minus (D) income tax credits added in determining said net income plus (E) the sum of (1) all interest expense in respect of Indebtedness of the Company and its Subsidiaries deducted in determining said net income and (2) the interest element of rental payments deducted in determining such net income under operating lease obligations of the Company and its Subsidiaries during such 12-month period as shown in their respective financial statements or notes thereto (the aggregate interest expense and interest element of rental payments described in this clause (E) being referred to as "Interest Expense") to (ii) Interest Expense for such fiscal quarter.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in any of the Collateral Agreements; or

(ii) the Company shall violate any covenant contained in Section 12 hereof, except for violations resulting from an involuntary lien under Section 12(e) hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to make, or cause to be made, after the passage of any applicable grace period, any payment or payments specified in Section 15(i) of any of the Facility Leases; or

(v) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vii) any material provision of this Agreement or any Collateral Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or any Collateral Agreement; or

(viii) (a) the Company or any Subsidiary of the Company shall fail to make any payment of any amount in respect of any Obligations, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(b) any other default under any agreement or instrument relating to any Obligations of the Company or any Subsidiary of the Company, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any such Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(a) and (y) have been accelerated under this clause (viii)(b) shall exceed $10,000,000 in the aggregate;

(c) if any EOL Term Advances or DLE Term Advances are outstanding, Entergy shall fail to make any payment of any amount in respect of any of its Obligations the aggregate principal amount of which is greater than $25,000,000, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(d) if any EOL Term Advances or DLE Term Advances are outstanding, any other default under any agreement or instrument relating to any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(c) and (y) have been accelerated under this clause (viii)(d) shall exceed $25,000,000 in the aggregate; or

(e) any Obligations of the Company or any Subsidiary of the Company the aggregate principal amount of which is greater than $10,000,000, or if any EOL Term Advances or DLE Term Advances are outstanding, any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, in any case shall be declared due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereof) prior to the stated maturity thereof; or

(ix) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, any Significant Operating Company or Significant Operating Group or of a substantial part of its or their property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or group, or for a substantial part of its or their property or assets, or (c) the winding-up or liquidation of the Company or any Significant Operating Company or Significant Operating Group; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(x) the Company or any Significant Operating Company or Significant Operating Group shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ix) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or companies, or for a substantial part of its or their property or assets, (d) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its or their debts as t hey become due or (g) take any action for the purpose of effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $10,000,000 shall be rendered against the Company or any Subsidiary of the Company and shall remain undischarged or unstayed for 30 days and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(xii) within 30 days after the reporting of any Termination Event to the Administrating Bank, the Administrating Bank shall have notified the Company in writing that the Required Banks have made a reasonable determination that, on the basis of such Termination Event, the financial condition of the Company is, or could reasonably be expected to become, materially and adversely affected; or

(xiii) this Agreement or any Collateral Agreement, or any material provision thereof, shall for any reason cease to be, or be asserted by either the Company, Entergy, any Operating Company or any Governmental Authority not to be, a legal, valid and binding obligation of the Company, Entergy or the Operating Companies, enforceable in accordance with its terms; or the security interest or Lien purported to be created by any Collateral Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except Liens not prohibited by Section 12(e) hereof) in the Collateral as defined under each such Collateral Agreement; or

(xiv) Entergy shall cease to own, directly or indirectly, free and clear of all Liens whatsoever, all of the common stock equity and all of the voting stock of any of the Company, EAI, ELI, EMI or ENOI (other than (a) non-voting preferred stock which has or may have only limited voting rights upon the occurrence of any default or other contingency and (b) voting preferred stock of any such Person having not more than 30% of the total voting power of all voting capital stock of such Person).

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, (I) the obligations or ability of the Company, Entergy, any Operating Company, any Owner Trustee, the Indenture Trustee, any Owner Participant, the Funding Corporation, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents or (II) the value of the Collateral Agreements or the Lease Indenture Estate, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reason able period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare the Advances and all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon the Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral (as such term is defined in each Collateral Agreement), in addition to the other rights and remedies provided for herein and in the Collateral Agreements or otherwise available to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (ix) or clause (x) above, with respect to the Company, (A) the obligations of the Participating Banks to make Advances shall automatically be terminated, and (B) the Advances and all other principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or for the repayment of Advances or the payment of interest on such drawings or Advances, or reduce the rate of interest on any unreimbursed drawings or Advances, (ii) change the Participation Percentage of any Participating Bank or the fees provi ded for in Section 3 hereof (other than fees payable to the Administrating Bank or the Funding Bank pursuant to the Fee Letter), (iii) waive, modify or eliminate any of the conditions specified in Section 7(f) or 7(g), (iv) reduce the principal of, or interest on, the Advances, any amount reimbursable on demand pursuant to Section 2(a), or any fees or other amounts payable hereunder, (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(c)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks" or (vi) release any Collateral (as such term is defined in each Collateral Agreement) (except for any such release expressly permitted under any Collateral Agreement) or change any provision of any Collateral Agreement providing for the release of Collateral, in each case without the p rior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisions of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank, or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement or any Collateral Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Participating Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank, each other Agent and the Funding Bank in connection with the preparation, negotiation, syndication, execution, delivery, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and the Collateral Agreements, and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimburseme nt Event of Default or Prepayment Event or any waiver or amendment of, or the enforcement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by the Administrating Bank or such Bank (as the case may be). Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable b y the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank, each other Agent and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank, such other Agent or such Bank may reasonably incur (or which may be claimed against the Administrating Bank, such other Agent or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made , not misleading; (b) by reason of or in connection with the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank, any other Agent or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the other Agents, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 2(1) and Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Sections 2(1), 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld and, in the case of the Company, shall not be required if a Reimbursement Default has occurred and is continuing), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be enti tled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participating Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 (or, if less, the aggregate amount of the transferring Participating Bank's obligations hereunder) and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for the accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. Neither the Syndication Agent nor the Documentation Agent shall have any duties or obligations in such capacity under any of the Transaction Documents.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary thereof or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Termination of Availability Agreement Assignment. The parties hereto agree that the Availability Agreement Assignment shall be terminated upon the earlier of (a) the release or termination of each other collateral assignment of the Availability Agreement entered into by the Company and each Operating Company (other than any collateral assignment that relates to the Original Reimbursement Agreement or any amendment or restatement thereof) and (b) the indefeasible repayment in full of all Indebtedness of the Company (other than Indebtedness under this Agreement) secured by each such other collateral assignment of the Availability Agreement.

SECTION 27.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 28.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Admini strating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 29.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

SECTION 30.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

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

SYSTEM ENERGY RESOURCES, INC.

By

Name:
Title:

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

BANC ONE CAPITAL MARKETS, INC.,
as Documentation Agent

By

Name:
Title:

Address for Notice:

Bank One, NA
1 Bank One Plaza, Suite IL1-0367
Chicago, Illinois 60670
Telecopy: (312) 325-3020
Attn: Madeleine Pember

PARTICIPATING BANKS

$39,687,142.65/20.0378%
UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank, as Funding Bank and as a Participating Bank

By

Name:
Title:

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

$24,687,142.64/12.4644%
BANK ONE, NA (MAIN OFFICE-CHICAGO), as a Participating Bank

By

Name:
Title:

Address for Notice:

Bank One, NA
1 Bank One Plaza
Chicago, Illinois 60670
Telecopy: (312) 325-3020
Attn: Madeleine Pember

Address for Payments:

Bank One, NA
Chicago, IL
ABA # 071000013
Acct # 4811-5286-0000
Acct Name LS2 OSD Money Transfers Incoming
Ref: System Energy Resources

$24,687,142.64/12.4644%
KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent and as a Participating Bank

By

Name:
Title:

Address for Notice:

KeyBank National Association
Energy Group
127 Public Square
Cleveland, Ohio 44114-1306
Telecopy: 216-689-3443
Attn.: Sherrie Manson

Address for Payments:

KeyBank National Association
Cleveland, Ohio
ABA # 041-001-039
Acct # 1140228209035
Acct Name KCIB Loan Services

$23,000,000.00/11.6126%
BNP PARIBAS, as a Participating Bank

By

Name:
Title:

By

Name:
Title:

Address for Notice:

BNP Paribas
787 Seventh Avenue
New York, New York 10019
Telecopy: (212) 841-2555
Attn: Manoj Khatri

Address for Payments:

BNP Paribas
New York, NY
ABA # 026-007-689
Acct # 103-130-00103
Acct Name Loan Servicing Clearing Account
Ref: System Energy Resources, Inc.

$23,000,000.00/11.6126%
MIZUHO CORPORATE BANK, LTD.,

as a Participating Bank

By

Name: Jun Shimmachi
Title: Vice President

Address for Notice:

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, NY  10020
Telecopy: (212) 282-4488
Attn: Nelson Chang

Address for Payments:

Mizuho Corporate Bank, Ltd.
ABA # 026004307
Acct # H79-740-222205
Attn: Judy Kwong - LAU
Ref: System Energy Resources, Inc.

$23,000,000.00/11.6126%
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Participating Bank

By

Name:
Title:

Address for Notice:

Wachovia Bank, National Association
201 S. College Street OP-9
Charlotte, North Carolina 28288-1183
Telecopy: (704) 714-0097
Attn: Cynthia Rawson

Address for Payments:

Wachovia Bank, National Association
Charlotte, North Carolina 28288
ABA # 053000219
Acct # 01459168118011
Acct Name Utilities
Attn: Cynthia Rawson

$20,000,000.00/10.0978%
THE BANK OF NOVA SCOTIA, as a Participating Bank

By

Name:
Title:

Address for Notice:

The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Telecopy: (212) 225-5480
Attn: Paul Farrell

Address for Payments:

The Bank of Nova Scotia
New York Agency
ABA # 026002532
Credit NYATL Acct # 2309165CORBK77
Ref: System Energy Resources

$20,000,000.00/10.0978%
UFJ BANK LIMITED, NEW YORK BRANCH, as a Participating Bank

By

Name: John T. Feeney
Title: Vice President

Address for Notice:

UFJ Bank Limited
New York Branch
55 East 52^nd Street
New York, New York 10055
Telecopy:(212) 754-1304
Attn: John T. Feeney

Address for Payments:

Federal Reserve Bank of New York
ABA # 026009823
Acct # 99315
Acct Name UFJ Bank - New York
Ref: System Energy Resources, Inc.

EXHIBIT A

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

No. [ ]

December __, 2003

[Owner Participant]

[Address]

(the "Owner Participant")

Attn: [ ]

Dear Sirs:

1. We hereby establish, at the request of System Energy Resources, Inc. (the "Company"), in your favor, our Irrevocable Transferable Letter of Credit No. ___________ (the "Letter of Credit"), in an amount not to exceed [$36,515,236.09][$161,546,191.84] (as such amount may be reduced pursuant to the terms hereof, the "Maximum Credit Amount"), effective immediately and expiring on the Termination Date. Capitalized terms used herein and in Schedules II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto shall have the meanings set forth in Schedule I hereto. This Letter of Credit is issued in connection with the leasing of an undivided interest in Unit No. 1 of the Grand Gulf Nuclear Station to the Company pursuant to a Facility Lease, dated as of December 1, 1988, as supplemented by Lease Supplement No. 1, dated as of April 1, 1989, and Lease Supplement No. 2, dated as of January 1, 1994 (collectively, the "< I>Facility Lease"), among the Company and the Owner Trustee under a trust agreement with you.

2. The Maximum Credit Amount may be reduced at any time and from time to time upon receipt by us at the address for presentation of documents set forth below of a copy of the instrument effecting such reduction, signed by the Company and by you in the form of Exhibit 1 hereto (a "Reduction Certificate"). Upon receipt of such certificate, the Maximum Credit Amount shall be automatically and permanently reduced by the amount specified as the Reduction Amount in such Reduction Certificate (the "Reduction Amount").

3. We hereby irrevocably authorize you to draw on us, in accordance with the terms and conditions hereinafter set forth, an amount not in excess of the least of (x) the Maximum Drawing Amount applicable to the date of such drawing (the "Date of Drawing"), as modified in accordance with the next paragraph and (y) the Maximum Available Credit Amount applicable to the Date of Drawing, as modified in accordance with the next paragraph and (z) in the case of a Partial Draw, the Partial Drawing Amount applicable to the Date of Drawing; provided, however, that at no time shall we be required to pay any drawing under this Letter of Credit in excess of the lesser of the Maximum Available Credit Amount and the Maximum Drawing Amount, in each case as in effect on the applicable Date of Drawing.

4. The Maximum Drawing Amounts and the Maximum Available Credit Amount shall be modified from time to time as follows:

(a) upon receipt by us of a Reduction Certificate, the Maximum Available Credit Amount shall be permanently reduced by the Reduction Amount set forth in such Reduction Certificate;

(b) upon payment by us of each Partial Draw (as hereinafter defined) under the Letter of Credit, (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such payment shall be automatically reduced by an amount equal to the amount of the drawing so paid and (ii) the Maximum Available Credit Amount shall be automatically reduced by an amount equal to the amount of the drawing so paid;

(c)  upon the application by us of amounts paid by the Company pursuant to Section 2 of the Reimbursement Agreement to reimburse any Partial Draw hereunder (as such application is allocated in accordance with Section 2(d) of the Reimbursement Agreement), (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such application shall be automatically increased by the amount of such payment(s) allocated as a reimbursement of drawings hereunder and (ii) the Maximum Available Credit Amount shall be automatically increased by the amount of such payment(s) allocated as a reimbursement of drawings hereunder; provided, however, that the Maximum Available Credit Amount shall never exceed the Maximum Credit Amount;

(d) upon the payment by us of any Final Draw (as hereinafter defined) under the Letter of Credit, (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such payment shall be automatically reduced to zero and (ii) the Maximum Available Credit Amount shall be automatically reduced to zero; and

(e) if adjustments are made to Casualty Values, corresponding adjustments shall be made to the Maximum Drawing Amounts shown in Schedule II (as theretofore reduced pursuant to clause (b) above and, if applicable, reinstated pursuant to clause (c) above), provided that adjustments pursuant to this clause (e) shall be effective automatically upon receipt by us of a notice from you in the form of Exhibit 2 hereto, and provided further that such adjustments shall in no event cause the Maximum Drawing Amount to exceed the Maximum Credit Amount.

5. Upon return of this Letter of Credit together with a notice in the form of Exhibit 2 hereto, we will promptly initial and attach to this Letter of Credit a revised Schedule II reflecting the adjustments contained in such notice and return this Letter of Credit to you with such revised Schedule attached.

6. Upon the application by us of amounts paid by the Company pursuant to Section 2 of the Reimbursement Agreement to reimburse any Partial Draw hereunder, we will give you prompt (and in any event within three Business Days of such application) written notice of such application and the amount thereof. Such notice shall be given in accordance with the provisions set forth in the eighth paragraph of this Letter of Credit.

7. Funds under this Letter of Credit are available to you either (a) against presentation as set forth herein on or prior to the earlier of (x) May 30, 2007 and (y) the Termination Date and provided there has not been a Final Draw and provided a written notice indicating the Date of Early Termination (as hereinafter defined) has not been delivered to you, of (i) your draft in the form of Exhibit 3 attached hereto and (ii) a completed certificate signed by you in the form of Exhibit 4 attached hereto (a "Partial Draw") or (b) against presentation on or prior to the Termination Date of (i) your draft in the form of Exhibit 3 attached hereto and (ii) a completed certificate signed by you in the form of Exhibit 5 attached hereto (a "Final Draw"). Each of a Partial Draw and a Final Draw are sometimes referred to herein as a "Draw". Each such draft and certificate shall be dated the date of presentation and shall be pr esented either (i) by personal delivery at our office located at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit (or at any other office in Monterey Park or Los Angeles, California which may be designated by us by written notice (given in the manner set forth in the next paragraph) delivered to you at least 15 days prior to the applicable Date of Drawing) or (ii) by telecopy at (323) 720-2773 (or at any other telecopy number in Monterey Park or Los Angeles, California which may be designated by us by written notice (given in the manner set forth in the next paragraph) delivered to you at least 15 days prior to the applicable Date of Drawing). If presentation is by telecopy, promptly thereafter, but not as a condition to a draw, you shall forward such draft and certificate to us at the location specified in or pursuant to (i) above. We agree, so long as this Letter of Credit is in effect, that we will maintain an office in the city of Monterey Park or Los A ngeles, California where such presentation may be made. If we receive such draft and certificate by personal delivery or by telecopy at such office, all in strict conformity with the terms and conditions of this Letter of Credit, prior to 10:00 a.m. (Los Angeles time) on any Business Day, we will honor the draft on the same Business Day by remitting the proceeds thereof to you at your account no. ___________, at [name of bank]. If we receive such draft and certificate by personal delivery or by telecopy at such office, all in strict conformity with the terms and conditions of this Letter of Credit, on or after 10:00 a.m. (Los Angeles time) on any Business Day, we will honor the draft on the next Business Day by wire transfer of federal funds to your account with any bank located in the United States of America or by deposit of immediately available funds into a designated account that you maintain with us. Upon receipt of a draft and certificate which are not in strict conformity with the terms and condit ions of this Letter of Credit, we will promptly (and in any event within three Business Days of such receipt) notify you of such nonconformity and the reason therefor; provided that our failure to so notify you of such nonconformity or the reason therefor shall not amend, modify, extend or otherwise affect your rights hereunder and shall not create any additional rights hereunder; provided further that, notwithstanding the generality of the foregoing, any such failure shall not have the effect of extending the time during which you may draw hereunder or converting such nonconforming draft and certificate into a draft and certificate in strict conformity with the terms and conditions of this Letter of Credit.

8. Notwithstanding any other provision of this Letter of Credit, we shall have the right, upon the occurrence of any of the events listed in Schedule III hereto, to terminate this Letter of Credit by delivering to you a written notice indicating the date of such termination (the "Date of Early Termination"); provided that on or before the Date of Early Termination you will have the right to draw once an amount not in excess of the lesser of (i) the Maximum Available Credit Amount and (ii) the Maximum Drawing Amount, in each case as in effect on such date in accordance with the procedures described herein; provided further, that upon delivery of such written notice to you indicating the Date of Early Termination, your right to make a Partial Draw hereunder shall automatically terminate. The written notice referred to in the preceding sentence shall be given by telex or facsimile transmission addressed to you at [Name], [Address], Telecopy: _________ __, Attention: ___________ (or to such other address or telex number designated by you by written notice delivered to us at least 15 days prior to the notice of early termination) and shall be effective upon receipt of the appropriate answerback or confirmation by you of your receipt of the facsimile transmission or, if no such answerback or confirmation is given, the end of the Business Day on which actual transmission is made to the address above. We will also forward copies of such notice by overnight delivery service (with a request to such delivery service that they obtain a receipt from such addressee (to the extent that such a receipt service is then available, it being understood that the failure of such delivery service to actually obtain such a receipt shall not be the responsibility of the Funding Bank and the Funding Bank shall bear no liability for such failure)) and registered mail (return receipt requested) to the address set forth above. The Date of Early Termination specified in such writt en notice shall be:

(a) in the case of events specified in paragraphs (i), (ix) and (x) of Schedule III, not earlier than ten days after such notice is effective, or, if the tenth day is not a Business Day, the next following Business Day, and

(b) in the case of all other events specified in Schedule III, not earlier than 30 days after such notice is effective.

You have no obligation upon the receipt of such written notice indicating the Date of Early Termination to investigate or otherwise question whether any of the events specified in Schedule III has occurred and the fact that such an event shall not have occurred shall not in any way affect your right to draw hereunder upon the receipt of such written notice.

9. Except as set forth below, this Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits (revision effective January 1, 1994), International Chamber of Commerce Publication No. 500, and, as to matters not covered therein, be governed by the laws of the State of New York, including without limitation the Uniform Commercial Code as in effect in such State. Unless you are otherwise notified in writing, communications to us with respect to this Letter of Credit shall be in writing and shall be addressed to us at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit, and shall specifically refer to the number of this Letter of Credit.

10. This Letter of Credit may be transferred and assigned in its entirety more than once. Upon receipt by us at the address for presentation of documents set forth above of a copy of the instrument effecting such transfer and assignment, signed by the transferor and by the transferee, in the form of Exhibit 6 hereto then, in such case, we will, upon surrender of this Letter of Credit, issue an irrevocable transferable letter of credit in the name of the transferee and providing for notices to be sent to the transferee at the address set forth therein and in all other respects identical to this Letter of Credit and the transferee, instead of the transferor, shall, without necessity of further act, be entitled to all the benefits of, and rights under, this Letter of Credit in the transferor's place.

11. Any drawing under this Letter of Credit will be paid from our general funds and not directly or indirectly from funds or collateral deposited with or for our account by the Company, or pledged with or for our account by the Company and we will seek reimbursement for payments made pursuant to a drawing under this Letter of Credit only after such payments have been made.

12. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except only Schedules I, II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto and the notices referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as set forth above.

13. We (a) hereby irrevocably submit for ourself and our property to the nonexclusive jurisdiction of the courts of the State of New York in New York County, and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Letter of Credit brought by the account party or the beneficiary hereof or their successors or assigns, and

(b) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Letter of Credit, or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts. We generally consent to service of process by registered mail, return receipt requested, addressed to us at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit, or such other office in the State of California as from time to time may be designated by us in writing to the account party and the beneficiary hereof, or their successors or assigns, as the case may be.

Very truly yours,
UNION BANK OF CALIFORNIA, N.A.

By__________________________
Name:
Title:

EXHIBIT 1

[Date]

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

We hereby request that the Maximum Credit Amount be reduced by $_________ (the "Reduction Amount").

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

SYSTEM ENERGY RESOURCES, INC.

By_____________________________
Title:

[OWNER PARTICIPANT]

By_____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 2

[Date]

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. _________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

The undersigned, a duly authorized representative of the Owner Participant, hereby certifies that Casualty Values have been adjusted in accordance with the provisions of the Transaction Documents and the amounts shown on Schedule II to the Letter of Credit should be modified, in accordance with the terms of clause (e) of the fourth paragraph of the Letter of Credit, to the amounts shown in Appendix A hereto.

The Letter of Credit is returned herewith and we request that you initial and return the Letter of Credit with the revised Schedule II attached.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

[OWNER PARTICIPANT]

By_____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 3

[Place]

[Date]

ON [Business Day of presentation if presented before 10:00 a.m. (Los Angeles, California time); next Business Day if presented at or after 10:00 a.m.]

                        PAY TO                                                                             U.S. $[not to exceed least of
                        [Name of beneficiary]                                                          (i) the Maximum Available Credit
                                                                                                                   Amount and (ii) the Maximum Drawing Amount
                                                                                                                   and (iii) in the case of a Partial Draw, the Partial
                                                                                                                   Drawing Amount] DOLLARS,

                        [Insert wire instructions]

FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF LETTER OF CREDIT NO. _____________ OF

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

[OWNER PARTICIPANT]

By___________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 4

CERTIFICATE FOR A PARTIAL DRAW

The undersigned, a duly authorized representative of [name of Owner Participant] (the "Owner Participant"), as beneficiary under that certain Irrevocable Transferable Letter of Credit No. __________ dated [the Date of Issuance], established by Union Bank of California, N.A. (the "Funding Bank"), and issued pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of December __, 2003 (the "Reimbursement Agreement"), among System Energy Resources, Inc., Union Bank of California, N.A., as Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks (the "Letter of Credit"), hereby certifies as follows:

1. A Partial Drawing Event has occurred and is continuing.

2. The Owner Participant has not heretofore made a Final Draw under the Letter of Credit. The Owner Participant has not heretofore received notice of a Date of Early Termination.

3. The amount of the accompanying draft does not exceed the least of (i) the Maximum Available Credit Amount on the date hereof, as determined in accordance with the terms of the Letter of Credit, and (ii) the Maximum Drawing Amount available under the Letter of Credit on the date hereof, as determined in accordance with the terms of the Letter of Credit, and (iii) the Partial Drawing Amount for such Partial Drawing Event.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ________________, 200__.

[OWNER PARTICIPANT]

By____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 5

CERTIFICATE FOR A FINAL DRAW

The undersigned, a duly authorized representative of [name of Owner Participant] (the "Owner Participant"), as beneficiary under that certain Irrevocable Transferable Letter of Credit No. _____________ dated [the Date of Issuance] established by Union Bank of California, N.A. (the "Funding Bank"), and issued pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of December __, 2003 (the "Reimbursement Agreement"), among System Energy Resources, Inc., Union Bank of California, N.A., as Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks (the "Letter of Credit"), hereby certifies as follows:

1. [Insert one of the following: A Deemed Loss Event (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ An Event of Loss (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ An Event of Default (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ Notice has been given by the Funding Bank of a Date of Early Termination and such Date of Early Termination is on or after the date hereof.]

2. The Owner Participant has not heretofore made a Final Draw under the Letter of Credit.

3. The amount of the accompanying draft does not exceed the lesser of (i) the Maximum Available Credit Amount on the date hereof and (ii) the Maximum Drawing Amount available under the Letter of Credit on the date hereof, each as determined in accordance with the terms of the Letter of Credit.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________, 200__.

[OWNER PARTICIPANT]

By____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 6

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. __________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Transferor").

The Transferor has transferred and assigned (and hereby confirms to you said transfer and assignment) all of its rights in and under the Letter of Credit to [name of Transferee] (the "Transferee") and confirms that the Transferor no longer has any rights under or interest in the Letter of Credit.

The Letter of Credit is returned herewith and we request that you issue an irrevocable transferable letter of credit in the name of the Transferee and providing for notices to be sent to the Transferee at the address set forth below and in all other respects identical to the Letter of Credit.

Transferee hereby certifies that it is a duly authorized transferee under the terms of the Letter of Credit and is accordingly entitled, upon presentation of the drafts and certificates called for therein, to receive payment thereunder. Notices under the Letter of Credit should be sent to us as follows: [Name], [Address], [Telex Number], Attention:    , [Answerback].

                                                                                                                        [NAME OF TRANSFEROR]

By_________________________
[Name and Title of Authorized
Representative of Transferor]

[NAME OF TRANSFEREE]

By_________________________
[Name and Title of Authorized
Representative of Transferee]

EXHIBIT 7

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ___________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

The undersigned, a duly authorized representative of the Owner Participant, hereby surrenders the Letter of Credit for immediate cancellation. The Letter of Credit is returned herewith and we request that you cancel the Letter of Credit as of the date hereof.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

[OWNER PARTICIPANT]

By________________________
[Name and Title of Authorized
Representative of Owner Participant]

SCHEDULE I

The following terms shall have the following meanings for purposes of the Letter of Credit and the Schedules and Exhibits thereto. Terms defined in the Letter of Credit shall have the meanings given to them therein. Terms defined by reference to the Participation Agreement shall have the meanings assigned to them therein from time to time.

"Administrating Bank" means Union Bank of California, N.A., a national banking association.

"Availability Agreement" means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Availability Agreement Assignment" means the Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I to the Reimbursement Agreement, and as amended from time to time.

"Applicable Law" has the meaning assigned to it in the Participation Agreement.

"Bank" means the Funding Bank or any Participating Bank.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or Los Angeles, California are authorized or required by law to close.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral Agreements" means the Supplementary Capital Funds Agreement, the Availability Agreement and the Availability Agreement Assignment.

"Date of Issuance" means December 22, 2003.

"Date of Early Termination" has the meaning assigned to it in the eighth paragraph of the Letter of Credit.

"Deemed Loss Event" has the meaning specified in the Participation Agreement.

"DLE Term Advance" has the meaning assigned to it in Section 1 of the Reimbursement Agreement.

"EAI" means Entergy Arkansas Inc., an Arkansas corporation.

"ELI" means Entergy Louisiana, Inc., a Louisiana corporation.

"EMI" means Entergy Mississippi, Inc., a Mississippi corporation.

"ENOI" means Entergy New Orleans, Inc., a Louisiana corporation.

"Entergy" means Entergy Corporation, a Delaware corporation.

"EOL Term Advance" has the meaning assigned to it in Section 1 of the Reimbursement Agreement.

"ERISA" has the meaning assigned to it in the Participation Agreement.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

"Event of Default" has the meaning assigned to it in the Facility Lease.

"Event of Loss" has the meaning specified in the Participation Agreement.

"Facility Lease" has the meaning assigned to it in the Participation Agreement.

"Fee Letter" means the letter agreement, dated December 22, 2003, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

"Funding Bank" means Union Bank of California, N.A., a national banking association.

"Funding Corporation" has the meaning assigned to it in the Participation Agreement.

"Governmental Action" has the meaning assigned to it in the Participation Agreement..

"Governmental Authority" has the meaning assigned to it in the Participation Agreement.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indebtedness" of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) of the Reimbursement Agreement (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans; (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan; (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments; (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of def ault are limited to repossession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

"Indenture" has the meaning assigned to it in the Participation Agreement.

"Indenture Trustee" has the meaning assigned to it in the Participation Agreement.

"Lease Indenture Estate" has the meaning assigned to it in the Participation Agreement.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of the Reimbursement Agreement and the Letter of Credit, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" shall mean an amount equal to the Maximum Credit Amount, as such amount may be modified from time to time in accordance with the fourth paragraph of the Letter of Credit.

"Maximum Drawing Amount" means, with respect to a Date of Drawing, the amount shown opposite the period including such Date of Drawing in the Table of Maximum Drawing Amounts attached as Schedule II to the Letter of Credit, as such amounts may be modified from time to time in accordance with the fourth paragraph of the Letter of Credit (collectively, the "Maximum Drawing Amounts").

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) or Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Notes" has the meaning assigned to it in the Participation Agreement.

"Obligations" means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) of the Reimbursement Agreement, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii ) obligations of such Person under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

"Operating Companies" means EAI, EMI, ELI and ENOI, each being an "Operating Company".

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation, and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning assigned to it in the Participation Agreement.

"Partial Draw" has the meaning assigned to it in the seventh paragraph of the Letter of Credit.

"Partial Drawing Amount" means, with respect to any Partial Drawing Event, an amount not exceeding the amount of Rent due and unpaid the non-payment of which gave rise to such Partial Drawing Event.

"Partial Drawing Event" means an Event of Default under Section 15(i) of the Facility Lease.

"Participant" has the meaning assigned to it in Section 23(a) of the Reimbursement Agreement.

"Participating Banks" means the banks, other than Union Bank of California, N.A. solely in its role as administrating bank, whose names are listed on the signature pages of the Reimbursement Agreement under the heading "Participating Banks", and any other financial institution that shall have become a party to the Reimbursement Agreement pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b) of the Reimbursement Agreement, each being a "Participating Bank".

"Participation Agreement" means the Participation Agreement, dated as of December 1, 1988, among the Owner Participant, the Funding Corporation, the banks named therein as Original Loan Participants, Meridian Trust Company and Stephen M. Carta in their individual capacities and as Owner Trustee, Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, in their individual capacities and as Indenture Trustee, and the Company.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 to the Reimbursement Agreement or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b) of the Reimbursement Agreement, the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any entity succeeding to any or all of its functions under ERISA.

"Person" has the meaning assigned to it in the Participation Agreement.

"Plan" means any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

"Reimbursement Agreement" means the Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among the Company, the Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks, as the same may from time to time be amended, supplemented or modified.

"Rent" has the meaning assigned to it in the Participation Agreement.

"Reportable Event" means any reportable event as defined in Section 4043(b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"Significant Operating Company" means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

"Significant Operating Group" means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

"Stated Expiration Date" means May 30, 2007.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Supplementary Capital Funds Agreement" means the Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy, the Company and the Administrating Bank, substantially in the form of Exhibit H to the Reimbursement Agreement, and as amended from time to time.

"Termination Date" means the earliest of (i) 10:00 a.m., New York time, on the Date of Early Termination, (ii) 5:00 p.m. (New York time) on the date on which the Owner Participant surrenders the Letter of Credit for cancellation to the Bank with a notice in the form of Exhibit 7 to the Letter of Credit, (iii) 5:00 p.m. (New York time) on the date on which the Bank pays a Final Draw, and (iv) either (x) if a draft and certificate, all in strict conformity with the terms and conditions of the Letter of Credit, are presented after 10:00 a.m. but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (y) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Termination Event" means (i) a Reportable Event or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

"Transaction Documents" means the Reimbursement Agreement, the Participation Agreement, the Indenture, the Notes, the Facility Lease, the Letter of Credit, the Fee Letter and the Collateral Agreements.

"Unit 1" has the meaning assigned to it in the Participation Agreement.

"UPSA" means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SCHEDULE II

Table of Maximum Drawing Amounts

Applicable Period	RCMC I, Inc.	Textron Financial Corporation	Total
From December 22, 2003 to and including January 15, 2004	$158,136,888.84	$36,199,589.80	$194,336,478.64
From January 16, 2004 to and including July 15, 2004	$159,473,928.66	$36,344,542.95	$195,818,471.61
From July 16, 2004 to and including January 15, 2005	$159,476,544.74	$36,515,236.09	$195,991,780.83
From January 16, 2005 to and including July 15, 2005	$159,597,658.86	$36,453,795.29	$196,051,454.15
From July 16, 2005 to and including January 15, 2006	$161,546,191.84	$35,580,460.73	$197,126,652.57
From January 16, 2006 to and including July 15, 2006	$153,817,210.32	$34,692,157.31	$188,509,367.63
From July 16, 2006 to and including January 15, 2007	$155,915,634.88	$35,033,434.72	$191,049,069.60
From January 16, 2007 to and including May 30, 2007	$147,841,136.44	$33,307,429.80	$181,148,566.24

SCHEDULE III

The Bank shall have the right upon the occurrence of any of the events listed below to terminate the Letter of Credit in accordance with the terms of the Letter of Credit.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 of the Reimbursement Agreement, (b) fail to pay any amount payable under Section 3 of the Reimbursement Agreement within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in any of the Collateral Agreements; or

(ii) the Company shall violate any covenant contained in Section 12 of the Reimbursement Agreement, except for violations resulting from an involuntary lien under Section 12(e) of the Reimbursement Agreement; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) of the Reimbursement Agreement; or

(iv) the Company shall fail to make, or cause to be made, after the passage of any applicable grace period, any payment or payments specified in Section 15(i) of any of the Facility Leases; or

(v) the Company shall fail to observe or perform any covenant or agreement contained in the Reimbursement Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement made by the Company in the Reimbursement Agreement or in any certificate, financial statement or other document delivered pursuant to the Reimbursement Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vii) any material provision of the Reimbursement Agreement or any Collateral Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under the Reimbursement Agreement or any Collateral Agreement; or

(viii) (a) the Company or any Subsidiary of the Company shall fail to make any payment of any amount in respect of any Obligations, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(b) any other default under any agreement or instrument relating to any Obligations of the Company or any Subsidiary of the Company, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any such Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(a) and (y) have been accelerated under this clause (viii)(b) shall exceed $10,000,000 in the aggregate;

(c) if any EOL Term Advances or DLE Term Advances are outstanding, Entergy shall fail to make any payment of any amount in respect of any of its Obligations the aggregate principal amount of which is greater than $25,000,000, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(d) if any EOL Term Advances or DLE Term Advances are outstanding, any other default under any agreement or instrument relating to any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(c) and (y) have been accelerated under this clause (viii)(d) shall exceed $25,000,000 in the aggregate; or

(e) any Obligations of the Company or any Subsidiary of the Company the aggregate principal amount of which is greater than $10,000,000, or if any EOL Term Advances or DLE Term Advances are outstanding, any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, in any case shall be declared due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereof) prior to the stated maturity thereof; or

(ix) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, any Significant Operating Company or Significant Operating Group or of a substantial part of its or their property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or group, or for a substantial part of its or their property or assets, or (c) the winding-up or liquidation of the Company or any Significant Operating Company or Significant Operating Group; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(x) the Company or any Significant Operating Company or Significant Operating Group shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ix) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or companies, or for a substantial part of its or their property or assets, (d) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its or their debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $10,000,000 shall be rendered against the Company or any Subsidiary of the Company and shall remain undischarged or unstayed for 30 days and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(xii) within 30 days after the reporting of any Termination Event to the Administrating Bank, the Administrating Bank shall have notified the Company in writing that the Required Banks have made a reasonable determination that, on the basis of such Termination Event, the financial condition of the Company is, or could reasonably be expected to become, materially and adversely affected; or

(xiii) the Reimbursement Agreement or any Collateral Agreement, or any material provision thereof, shall for any reason cease to be, or be asserted by either the Company, Entergy, any Operating Company or any Governmental Authority not to be, a legal, valid and binding obligation of the Company, Entergy or the Operating Companies, enforceable in accordance with its terms; or the security interest or Lien purported to be created by any Collateral Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except Liens not prohibited by Section 12(e) of the Reimbursement Agreement) in the Collateral as defined under each such Collateral Agreement; or

(xiv) Entergy shall cease to own, directly or indirectly, free and clear of all Liens whatsoever, all of the common stock equity and all of the voting stock of any of the Company, EAI, ELI, EMI or ENOI (other than (a) non-voting preferred stock which has or may have only limited voting rights upon the occurrence of any default or other contingency and (b) voting preferred stock of any such Person having not more than 30% of the total voting power of all voting capital stock of such Person); or

(xv) any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, (I) the obligations or ability of the Company, Entergy, any Operating Company, any Owner Trustee, the Indenture Trustee, any Owner Participant, the Funding Corporation, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, the Reimbursement Agreement or any of the other Transaction Documents or (II) the value of the Collateral Agreements or the Lease Indenture Estate, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant has cove nanted with each other Bank and Participant to take any such action).

Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Letter of Credit.

EXHIBIT B

Form of Notice of Drawing

[Company/Participating Bank]
[Address]

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ___________ dated ________________, which has been established by us in favor of [insert names(s) of beneficiar(ies)].

We have received (i) a draft for payment of U.S. $___________ on [insert date to be paid] and (ii) a Certificate for [a Partial Draw/a Final Draw] from [insert name of beneficiary presenting draft and certificate].

On [insert date of payment], we paid such draft in the amount of U.S. $___________.

[Insert the following in the case of notice of a Participating Bank: Your pro rata share of such drawing (based upon your Participation Percentage) is $____________.]

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

UNION BANK OF CALIFORNIA, N.A.

By___________________________
Title:

SCHEDULE 1

Participating Bank	Participation Percentage
Union Bank of California, N.A.  Bank One, NA (Main Office-Chicago) KeyBank National Association BNP Paribas  Mizuho Corporate Bank, Ltd.  Wachovia Bank, National Association  The Bank of Nova Scotia UFJ Bank Limited, New York Branch	20.0378% 12.4644% 12.4644% 11.6126% 11.6126% 11.6126% 10.0978% 10.0978%

SCHEDULE 2

Beneficiaries and Amounts

of Letters of Credit to Be Issued

LETTERS OF CREDIT

Beneficiary:

RCMC I, Inc.
1300 Market Street, Suite 400
Wilmington, Delaware 19801

Attn: Ms. Eileen A. Moran, President

Maximum Credit Amount: $161,546,191.84

Initial Maximum Drawing Amount: $158,136,888.84

Applicable Period	Maximum Drawing Amount
From December 22, 2003 to and including January 15, 2004	$158,136,888.84
From January 16, 2004 to and including July 15, 2004	$159,473,928.66
From July 16, 2004 to and including January 15, 2005	$159,476,544.74
From January 16, 2005 to and including July 15, 2005	$159,597,658.86
From July 16, 2005 to and including January 15, 2006	$161,546,191.84
From January 16, 2006 to and including July 15, 2006	$153,817,210.32
From July 16, 2006 to and including January 15, 2007	$155,915,634.88
From January 16, 2007 to and including May 30, 2007	$147,841,136.44

Beneficiary:

Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940

Attn: General Counsel

Maximum Credit Amount: $36,515,236.09

Initial Maximum Drawing: $36,199,589.80

Applicable Period	Maximum Drawing Amount
From December 22, 2003 to and including January 15, 2004	$36,199,589.80
From January 16, 2004 to and including July 15, 2004	$36,344,542.95
From July 16, 2004 to and including January 15, 2005	$36,515,236.09
From January 16, 2005 to and including July 15, 2005	$36,453,795.29
From July 16, 2005 to and including January 15, 2006	$35,580,460.73
From January 16, 2006 to and including July 15, 2006	$34,692,157.31
From July 16, 2006 to and including January 15, 2007	$35,033,434.72
From January 16, 2007 to and including May 30, 2007	$33,307,429.80

EX-10 11 a10c9.htm

Exhibit 10(c)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY ARKANSAS, INC.

By ___________________________
Hugh T. McDonald
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 12 a10d32.htm

Exhibit 10(d)32

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY GULF STATES, INC.

By ___________________________
Joseph F. Domino
President and CEO - Texas


Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY GULF STATES, INC.

By ___________________________
Renae Conley
President and CEO - Louisiana

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 13 a10e9.htm

Exhibit 10(e)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY LOUISIANA, INC.

By ___________________________
Renae Conley
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 14 a10f9.htm

Exhibit 10(f)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY MISSISSIPPI, INC.

By ___________________________
Carolyn C. Shanks
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

 INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 15 a10f48.htm

Exhibit 10(f)48

EMPLOYMENT AGREEMENT

This Agreement ("Agreement") is entered into between Entergy Mississippi, Inc. ("Employer"), a Delaware corporation, and Carolyn C. Shanks ("Executive"). The effective date of this Agreement shall be the date upon which both parties have executed this Agreement, whether in multiple originals or otherwise ("Effective Date"). The effective date of Executive's assignment to a special project coordinator position shall be October 28, 2011 ("Assignment Commencement Date") and, except as otherwise provided herein, Executive's last day of active employment within the Entergy System shall be October 28, 2016 ("Final Employment Date"). The details of employment under this Agreement are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts Executive may have received from, or entered into with, Employer, Entergy Corp oration, or any other affiliate or subsidiary of Entergy Corporation (each, an "Entergy System Company," and collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts Executive acknowledges are without effect.

WHEREAS, Executive is currently employed by Employer and serves the Entergy System in the position of President and Chief Executive Officer, Entergy Mississippi, Inc.;

WHEREAS, Employer desires to promote the best interests of the Entergy System and to encourage the continued attention and dedication of Executive;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Employer and Executive agree as follows:

I. Employment and EMPLOYMENT PERIOD:

1. Employment. Executive and Employer agree that their employment relationship shall continue on the terms and conditions set forth in this Agreement. The employment contemplated by this Agreement refers to employment by Employer or any other Entergy System Company. Entergy System Companies other than Executive's immediate employer shall be third party beneficiaries of Executive's obligations under this Agreement. Moreover, Employer may assign this Agreement, and Executive's employment, to any successor company or business. Executive's assignment to a special project coordinator position from and after the Assignment Commencement Date and her duties in such position shall not require Executive to relocate either her residence or her Entergy System work location as of the Assignment Commencement Date. Executive shall at all times continue to comply with and be subject to such policies and procedures as the Entergy System or Employer may establish from time to time, including, but not limit ed to, the Code of Entegrity and all policies or practices referenced therein, as may be amended from time to time.
2. Employment Period. The period during which Executive is employed under this Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with this Agreement, the term of Executive's employment under this Agreement (the "Term") shall end on Executive's Final Employment Date.
2. DUTIES, COMPENSATION AND BENEFITS:
1. During the Term. Except as otherwise provided in Section III herein, during the Term and while Executive is employed in accordance with this Agreement:
1. Subject to approval by the Personnel Committee, shortly after the Effective Date, Executive shall be granted 3,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP"). Restrictions on these Units (without dividends) will be lifted at the rate of 40% (i.e., 1,200 Units, without dividends) on October 28, 2006; and 60% (i.e., 1,800 Units, without dividends) on October 28, 2011, subject to the terms and conditions of the EOP.
2. Between the Effective Date and the Assignment Commencement Date:
1. Executive agrees to devote all of her full working time, attention, and energy to the performance of her current duties as President and Chief Executive Officer, Entergy Mississippi, Inc., or such other duties and activities, including changes in title (position), as the Chief Executive Officer of Entergy Corporation (the "CEO") may hereafter approve and shall faithfully render her best efforts to promote, advance, and conduct the business of the Entergy System. Except in the case of a business reorganization or for performance reasons, as determined in the sole discretion of the CEO, any such change in title (position) approved by the CEO shall result in Executive being employed as an executive in the Entergy System at an executive position equal to or greater than her current position as President and Chief Executive Officer of Entergy Mississippi, Inc. and at a salary level equal to or greater than afforded to Executive by Employer at the time of such change. Executive agrees that s he may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of her duties hereunder, is contrary to the interests of any Entergy System Company, or requires any significant portion of Executive's business time. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to the Entergy System to act at all times in the best interests of the Entergy System Companies and to do no act which would injure the business, interests, or reputation of any Entergy System Company; and
2. Subject to Section IIA3(b) below, Executive shall continue to participate in all executive plans, programs and arrangements in which Executive is eligible to participate on the Effective Date, but only for as long as she remains eligible to participate in such plans, programs and arrangements in accordance with their terms and conditions. Except in the case of business reorganization or for performance reasons, as determined in the sole discretion of the CEO, Employer shall not demote or change Executive's title (position) for the purpose of eliminating or reducing Executive's participation therein.
3. Beginning on Executive's Assignment Commencement Date and ending on her Final Employment Date ("Assignment Period"):
1. Executive shall transition from her role at such time with her Entergy System Company employer to a special project coordinator position. The CEO, in his sole discretion, shall assign Executive to those projects that the CEO believes serve the best interests of the Entergy System. All assignments communicated to Executive by the CEO will continue for such period and with such duties as the CEO may direct. All special project assignments and the duties thereunder shall be consistent with Executive's capabilities and shall not cause Executive's workload prior to such assignment to increase. For each assignment and if the CEO deems necessary, Employer shall provide Executive with office space and administrative support as needed to fulfill Executive's duties and as approved by the CEO in his sole discretion. Executive agrees to devote her full working time, attention, and energy to the performance of her duties or such other activities as the CEO may approve and shall faithfully render her best efforts t o promote, advance, and conduct the business of the Employer. Executive agrees that she may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of her duties hereunder, is contrary to the interests of Employer or any other Entergy System Company, or requires any significant portion of Executive's business time. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to the Entergy System to act at all times in the best interests of the Entergy System and to do no act that would injure the business, interests, or reputation of any Entergy System.
2. Except as otherwise provided in this Section IIA3(b), Executive shall continue to receive the same rate of annual base salary as in effect on the Assignment Commencement Date. Notwithstanding anything in this Agreement, any plan sponsored or maintained by any Entergy System Company, or any participation agreement relating thereto, to offset a portion of Executive's incremental employment costs during the Assignment Period, Executive hereby irrevocably agrees that the amount that would otherwise be credited to her non-qualified deferral accounts pursuant to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries ("DCRP"), the EOP, and the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries ("EDCP") and currently administered by T. Rowe Price ("Deferral Accounts") will be reduced by the amount projected to be necessary to fund such annual base salary during the Assignment Period, which amount shall be determined by the present value of an annuity formula w hereby the periodic payment amount shall be .038462 times the annual base salary rate in effect on the date such amounts would otherwise be credited to the Deferral Accounts, the term shall be 130 and the rate of interest shall equal the annual discount rate used to determine lump sum values under Employer's non-qualified retirement plans divided by 26. To the extent the amount not credited to Executive's Deferral Accounts pursuant to the preceding sentence is insufficient to fund such annual base salary during the Assignment Period, Executive hereby agrees that the benefit Executive would otherwise accrue under the System Executive Retirement Plan of Entergy Corporation and Subsidiaries ("SERP") shall be reduced by the amount needed to fund such difference. If, at any time, it is determined by Executive's Entergy System Company employer that the reductions to Executive's Deferral Accounts and SERP benefit accruals in accordance with this Section IIA3(b) are insufficient to fund Executive's then existing ra te of annual base salary during the Assignment Period, then Executive's rate of annual base salary shall be reduced so that the reductions to Executive's Deferral Accounts and SERP benefit accruals in accordance with this Section IIA3(b) are sufficient to fund such reduced base salary. Exhibit A attached hereto sets forth an illustration of the method of computation hereunder for such reductions to Executive's Deferral Accounts and SERP benefit accruals pursuant to this Section IIA3(b). Exhibit A is intended to be illustrative only, is based upon various assumptions and forecasts as to future events, and is therefore not intended to be binding upon the parties hereto or to limit, modify or amend the foregoing provisions of this Section IIA3(b).
3. Executive shall continue to be eligible to participate in all general non-executive employee benefit plans or programs as may be in effect from time to time, which are made available by Executive's Entergy System Company employer to its non-executive similarly situated employees, in accordance with the terms and conditions of such plans and programs ("Non-executive Plans"). Such benefit plans and programs may include, without limitation, medical, dental, life insurance, disability, pension and savings plans;
4. Executive shall not be eligible to participate in any Entergy Corporation sponsored incentive plans, programs or arrangement, including but not limited to the Entergy Executive Annual Incentive Plan, and Executive shall not accrue Years of Service under the SERP;
5. Executive shall not be eligible to participate in the EOP or any other plans or programs that provide equity grants of any type (collectively, "Equity Plan"); provided, however, that Executive shall retain any rights with respect to and continue to vest in any options granted to her prior to the Assignment Commencement Date under any Equity Plan to the extent Executive remains employed within the Entergy System on each applicable vesting date and otherwise meets the terms and conditions applicable to such prior grants. Notwithstanding anything in this Agreement to the contrary, Executive shall not be eligible to receive any performance units or benefits with respect to any performance period that has not ended prior to such Assignment Commencement Date, under the Performance Unit Program or any other performance incentive program of any Equity Plan;
6. Executive shall not be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("Continuity Plan"); and
7. Executive shall not be eligible to participate in, or accrue additional benefits under, any other executive plans.
2. Retirement. Except as otherwise provided in Section III herein, if Executive remains employed in accordance with this Agreement throughout the Term (i.e., until October 28, 2016): (1) then Executive shall commence her retirement and shall be entitled to all normal post-retirement compensation and benefits for which Executive is eligible in accordance with the terms and conditions applicable to the Non-executive Plans and the SERP, in accordance with the terms of the SERP and Executive's Participant Application under the SERP, but reduced, if applicable, in accordance with Section IIA3(b); and (2) Executive's Entergy System Company employer irrevocably consents to Executive's election to Retire at such time under the terms and conditions of the SERP.
3. No Greater Rights. Nothing in this Agreement shall be construed or interpreted to provide greater rights, participation, coverage, or benefits under such benefit plans and programs than provided pursuant to the terms and conditions of such plans and programs. Unless specifically provided for in a written plan document properly adopted pursuant to such plan, none of the benefits or arrangements described in this Agreement shall be secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to pay money in the future exclusively from the general assets of Executive's System Company employer. Notwithstanding any other provision to the contrary, Executive acknowledges that benefits provided under this Agreement are in lieu of participation in, and any payment that might otherwise have been payable under, any Entergy System severance or retention plan or program and, with respect to the period following the Assignment Commencement Date, those plans and prog rams set forth in Section IIA3 for which Executive is identified as ineligible, and Executive hereby waives any right to participate in any such plans or programs.

III. TERMINATION PRIOR TO EXPIRATION OF TERM:

1. Early Termination. Upon the occurrence of any one of the following termination events prior to the expiration of the Term, and except as otherwise provided in this Section III, Executive shall no longer be an employee of any Entergy System Company employer and shall forfeit all remaining unpaid compensation and all benefits otherwise granted or due Executive under this Agreement and any and all future compensation and benefits for which Executive is eligible, including individual bonuses or incentive compensation not yet paid to Executive at the date of such event, unless the terms and conditions of an applicable Entergy System plan or program specifically provide otherwise:
1. if there should occur a Change in Control (as defined in the Continuity Plan) prior to the Assignment Commencement Date, and Executive should become eligible for benefits under the Continuity Plan;
2. if there should occur any of the following events that do not result in eligibility for benefits as described in IIIA1 or IIIA3:
1. Resignation. Executive resigns her employment, other than for the purpose of transferring to another Entergy System Company, in which case Executive shall be entitled only to any monthly base salary that was earned by Executive prior to her resignation but not yet paid to Executive;
2. Cause. Executive is terminated by her Entergy System Company employer for Cause, which termination shall be immediately effective upon the giving of written notice thereof to Executive, or at such later time as the notice may specify. Cause for termination shall mean (i) Executive's engagement in embezzlement, theft, material fraud, or other acts of dishonesty; (ii) Executive's material violation of any agreement between Executive and any Entergy System Company; (iii) Executive's neglect or intentional disregard of the duties and services required of Executive under this Agreement; (iv) Executive's material violation of the Code of Entegrity or any policies therein referenced; (v) Executive's conviction of or entrance of a plea of guilty or nolo contendere to a felony; (vi) Executive's absence from work for five consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to System Company p olicy or law; (vii) Executive's gross or repeated insubordination; or (viii) Executive's unauthorized disclosure of the confidences of any Entergy System Company as defined in Section V of this Agreement. No act or failure to act by the Executive shall be considered Cause unless the Entergy System Company employer has given detailed written notice thereof to the Executive and, where remedial action is feasible, she has failed to remedy the act or omission, or failed to act in good faith (as determined by the Entergy System Company employer) to remedy the act or omission, within twenty business days after Executive's Entergy System Company employer has forwarded such notice to Executive in accordance with the notice procedures of this Agreement.
3. Death. Executive dies, in which case only any monthly base salary that was earned by Executive prior to her death but not yet paid to Executive shall be paid to Executive's estate; or
4. Disability. Executive becomes disabled so as to entitle Executive to benefits under her Entergy System Company employer's long-term disability plan.
3. if there should occur a Change in Control (as defined in the Continuity Plan) on or after the Assignment Commencement Date and before the Final Employment Date, and Executive's Entergy System employer or its successor either refuses to honor this Agreement or breaches, without Executive's express written consent, any obligations owed to Executive under this Agreement during the Change in Control Period (as defined in the Continuity Plan), then subject to the same forfeiture provisions set forth in Section 6.01 of the Continuity Plan, Executive will be entitled to the following benefits:
1. an immediate lump sum cash payment equal to the remaining unpaid base salary that would have been paid to Executive had her employment under this Agreement continued until the Final Employment Date; and
2. all other benefits to which Executive would have been entitled had she continued her employment under this Agreement until the Final Employment Date, under the terms and conditions of those plans and programs in which Executive participates in accordance with this Agreement; and
3. all legal fees and expenses incurred by Executive in disputing in good faith any issue hereunder relating to whether Executive experienced a payment event under this Section IIIA3 or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder. Any such payments shall be made within thirty (30) business days after delivery of Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Employer reasonably may require.
4. As a condition to receiving the change in control benefits, if any, payable under this paragraph, Executive agrees to comply fully with Section V and VI of this Agreement and further agrees that upon violation of either section, in addition to the remedies available to Employer as therein described, Executive shall repay to Employer or its successor, within 30 (thirty) business days of written request therefor, any amounts previously paid to Executive pursuant to this Section IIIA3, and Executive shall have no further entitlement to receive any additional payments or benefits under this Agreement.
4. In no event shall Executive or her beneficiaries be entitled to payments and benefits under more than one subsection of IIIA of this Agreement, nor shall Executive or her beneficiaries be entitled to payments and benefits under more than one subparagraph of IIIA2. The provisions of IIIA1 or IIIA3, as applicable, shall control any and all benefits that may be payable to Executive as a result of a Change in Control (as defined in the Continuity Plan), and payment under one such subsection shall preclude entitlement to any other compensation and benefit available under this Agreement.
2. Offset. In all cases, the compensation and benefits payable to Executive under this Agreement upon termination of the employment relationship shall be offset against any amounts to which Executive may otherwise be entitled under any and all severance plans, or programs or policies of her terminating Entergy System Company employer.
3. Sole Remedy. In the event Executive's employment is terminated in accordance with Section IIIA prior to expiration of the Term, Executive's rights as outlined in this Section III are (1) Executive's sole and exclusive rights against her Entergy System Company employer or any other Entergy System Company and (2) the sole and exclusive liability to Executive by any Entergy System Company employer under this Agreement, in contract, tort, or otherwise, for any termination of the employment relationship. Executive covenants not to lodge against any Entergy System Company any claim, demand, or cause of action based on termination of the employment relationship for any monies allegedly due under this Agreement other than those specified in this Section III.
4. Continuing Obligations. Termination of the employment relationship shall not terminate those obligations imposed by this Agreement which are continuing in nature, including, without limitation, Executive's continuing obligations of confidence, Executive's continuing obligations with respect to business opportunities that were entrusted to Executive during the employment relationship, and specifically Executive's obligations under Sections V and VI of this Agreement.

IV. CONTINUATION OF EMPLOYMENT BEYOND TERM:

Should Executive remain employed by Employer or any other Entergy System Company employer beyond the expiration of the Term, such employment shall convert to an at will employment relationship, terminable at any time by either the Entergy System Company employer or Executive for any reason whatsoever, with or without Cause. Section III of this Agreement shall not apply if Executive's termination should occur after expiration of the Term.

V. PROTECTION OF INFORMATION:

1. Position of Confidence. Executive acknowledges that her employment with Employer or any other Entergy System Company has placed her in a position to have access to or develop trade secrets or confidential information of any one or all of the Entergy System Companies and has placed Executive in a position to develop business good will on behalf of any one or all of the Entergy System Companies.
2. Information Obtained During Employment. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which were or are conceived, made, developed, or acquired by Executive, individually or in conjunction with others, during Executive's employment with any Entergy System Company employer, whether during business hours or otherwise and whether at the work site or otherwise, which relate to Entergy System Company business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) shall be disclosed to Executive's Entergy System Company em ployer and are and shall be such employer's sole and exclusive property. All documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of the Executive's Entergy System Company employer. Upon termination of Executive's employment with her Entergy System Company employer, for any reason, Executive shall promptly deliver the items referenced in this Section VB, and all copies thereof, to her last Entergy System Company employer.
3. Confidentiality. Executive will not, at any time during or after Executive's employment with any Entergy System Company employer, make any unauthorized disclosure of any confidential business information or trade secrets of any Entergy System Company, or make any use thereof, except in the carrying out of Executive's employment responsibilities under this Agreement. As a result of Executive's employment under this Agreement, Executive may, from time to time, have access to, or knowledge of, confidential business information or trade secrets of third parties, such as customers, suppliers, partners, or joint venturers of Employer or other Entergy System Companies, and Executive agrees to preserve and protect the confidentiality of such third party confidential information and trade secrets to the same extent, and on the same basis, as Employer's confidential business information and trade secrets.
4. Terms of the Agreement. Executive understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Executive shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Executive's attorneys, tax advisors, or as required by law.
5. Assignment of Rights. Executive agrees to and hereby does assign to Executive's Entergy System Company employer all rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by Executive at any time during Executive's Entergy System Company employment or with the use of any Entergy System Company time and materials. Executive will disclose to such Entergy System Company all facts known to Executive concerning such matters and, at the Entergy System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting the Entergy System Company in title to, such matters. Both during Executive's employment and thereafter, Executive shall assist her Entergy System Company employer and its nominee, at any time, in the protection of her employer's worldwide right, title, and interest in and to information, ideas, concepts, improvements, dis coveries, and inventions, and its copyrighted works, including, without limitation, the execution of all formal assignment documents requested by employer or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States or foreign countries.
6. Breach. Executive acknowledges and understands that Executive's breach of any provision of this Section V would constitute a material breach of this Agreement and could subject Executive to disciplinary action, including, without limitation, termination of employment for Cause under Section III. Executive acknowledges that money damages would be an insufficient remedy for any breach of this Section V by Executive, and Employer or any other Entergy System Company employer shall be entitled to enforce the provisions of this Section V by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for a breach or threatened breach of this Section. Such remedies shall not be deemed the exclusive remedies for a breach of this Section, but shall be in addition to all remedies available at law or in equity.

VI. Non-Compete Obligations:

1. Fiduciary Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder, in keeping with Executive's duties as a fiduciary, and in order to protect Employer's interest in the trade secrets of Employer, and as an additional incentive for Employer to enter into this Agreement, Employer and Executive agree to the non-competition provisions of this Section. Executive agrees that she will not engage in any employment or other activity (without the prior written consent of her last Entergy System Company employer) either in her individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (1) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (2) in competition with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. Executive further agrees not to take any action or make any statement, written or oral, to any current or former employee of any Entergy System Company, or to any other person, which disparages any Entergy System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any Entergy System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any Entergy System Company or its clients, suppliers or employees. The non-competition and non-disparagement obligations in this Section shall extend throughout the Term of this Agreement and, to the greatest extent allowed by law, shall extend for one (1) year after Executive's employment has ended.
2. Breach of Covenant. Executive acknowledges that Executive's breach of any provision of this Section VI would constitute a material breach of this Agreement and could subject Executive to disciplinary action, including, without limitation, termination of employment for Cause. Executive understands that the foregoing restrictions may limit Executive's ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits to justify such restriction. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Section VI by Executive, and Employer shall be entitled to enforce the provisions of this Section VI by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Section, but shall be in addition to all remedies available at law or in equity to Employer, including, without limitation, the recovery of damages from Executive and her or her agents involved in such breach.
3. Modification by Court. It is expressly understood and agreed that Employer and Executive consider the restrictions contained in this Section VI to be reasonable and necessary to protect the proprietary information of the Entergy System. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

VII. Additional Provisions

1. Representations and Warranties. Executive and Employer represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
2. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the fifth business day after being deposited in the mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to an Entergy System Company, If to Executive, addressed as follows:

General Counsel 
Entergy Services, Inc. 
639 Loyola Avenue, 26^th Floor 
New Orleans, LA 70113 Carolyn C. Shanks
710 Oak Trail
Canton, MS 39046


3. Binding Agreement. Upon its Effective Date, this Agreement is binding upon Executive and her heirs and upon Employer and its successors, agents, heirs or assigns. Executive expressly acknowledges the right of Employer to assign this Agreement to any Entergy System Company successor.
4. Sole Agreement. This Agreement contains the entire understanding between Executive and Employer relating to Entergy System Company employment, unless otherwise specifically provided as in the case of written company policies promulgated by, and in the applicable written benefit plans and programs of, Employer or any other Entergy System Company. Executive acknowledges that upon execution of this Agreement and in consideration of the benefits provided herein, notwithstanding any other provision of this Agreement to the contrary, Executive will not be entitled to any retention, severance, termination or similar benefit otherwise payable to Executive under any plan, program, arrangement or agreement of or with the Entergy System, except as otherwise specifically provided for in this Agreement.
5. Nonassignability. This Agreement or the right to receive benefits hereunder may not be assigned, encumbered or alienated by Executive in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement.
6. Applicable Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of law principles.
7. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
8. No Inducements. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party with respect to such subject matters, which is not embodied herein, and that no agreement, statement, or promise relating to the Entergy System Company employment of Executive that is not contained in this Agreement shall be valid or binding.
9. Modifications and Waivers. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
10. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

 IN WITNESS WHEREOF, Employer and Executive have duly executed this Agreement, which may be executed in multiple originals, to be effective on the Effective Date herein provided.

ACCEPTED BY EMPLOYER: 
Entergy Mississippi, Inc.
By its Duly Authorized Agent:

_________________________________
William E. Madison
Sr. Vice-President,
Human Resources and Administration
Executed this 24th day of July 2003. ACCEPTED BY EXECUTIVE:

_________________________________
Carolyn C. Shanks
Social Security No. 
Executed this 24th day of July, 2003.


EX-10 16 a10g9.htm

Exhibit 10(g)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY NEW ORLEANS, INC.

By ___________________________
Daniel F. Packer
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-12 17 a12a.htm

				Exhibit 12(a)
Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest Charges	$97,023	$101,600	$109,523	$103,210	$91,221
Interest applicable to rentals	17,289	16,449	14,563	12,762	15,425
Total fixed charges, as defined	114,312	118,049	124,086	115,972	106,646
Preferred dividends, as defined (a)	17,836	13,479	12,348	11,869	14,274
Combined fixed charges and preferred dividends, as defined	$132,148	$131,528	$136,434	$127,841	$120,920
Earnings as defined:
Net Income	$69,313	$137,047	$178,185	$135,643	$126,009
Add:
Provision for income taxes:
Total	54,012	100,512	105,933	71,404	105,296
Fixed charges as above	114,312	118,049	124,086	115,972	106,646
Total earnings, as defined	$237,637	$355,608	$408,204	$323,019	$337,951
Ratio of earnings to fixed charges, as defined	2.08	3.01	3.29	2.79	3.17
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.80	2.70	2.99	2.53	2.79

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 18 a12b.htm

				Exhibit 12(b)
Entergy Gulf States, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest charges	$153,034	$158,949	$174,368	$144,840	$157,343
Interest applicable to rentals	16,451	18,307	18,520	16,483	16,694
Total fixed charges, as defined	169,485	177,256	192,888	161,323	174,037
Preferred dividends, as defined (a)	29,355	15,742	13,017	6,190	6,485
Combined fixed charges and preferred dividends, as defined	$198,840	$192,998	$205,905	$167,513	$180,522
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes	$125,000	$180,343	$179,444	$174,078	$63,895
Add:
Income Taxes	75,165	103,603	82,038	65,997	24,249
Fixed charges as above	169,485	177,256	192,888	161,323	174,037
Total earnings, as defined (b)	$369,650	$461,202	$454,370	$401,398	$262,181
Ratio of earnings to fixed charges, as defined	2.18	2.60	2.36	2.49	1.51
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.86	2.39	2.21	2.40	1.45

___________________

(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 19 a12c.htm

				Exhibit 12(c)
Entergy Louisiana, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$117,247	$111,743	$116,076	$100,667	$76,756
Interest applicable to rentals	9,221	6,458	7,951	6,496	6,359
Total fixed charges, as defined	126,468	118,201	124,027	$107,163	$83,115
Preferred dividends, as defined (a)	16,006	16,102	12,374	10,647	$11,189
Combined fixed charges and preferred dividends, as defined	$142,474	$134,303	$136,401	$117,810	$94,304
Earnings as defined:
Net Income	$191,770	$162,679	$132,550	$144,709	$146,154
Add:
Provision for income taxes:
Total Taxes	122,368	112,645	86,287	84,765	97,408
Fixed charges as above	126,468	118,201	124,027	107,163	83,115
Total earnings, as defined	$440,606	$393,525	$342,864	$336,637	$326,677
Ratio of earnings to fixed charges, as defined	3.48	3.33	2.76	3.14	3.93
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	3.09	2.93	2.51	2.86	3.46

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 20 a12d.htm

				Exhibit 12(d)
Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$38,840	$44,877	$50,991	$45,464	$47,464
Interest applicable to rentals	2,261	1,596	1,849	1,916	1,880
Total fixed charges, as defined	41,101	46,473	52,840	$47,380	$49,344
Preferred dividends, as defined (a)	4,878	5,347	4,674	4,490	5,099
Combined fixed charges and preferred dividends, as defined	$45,979	$51,820	$57,514	$51,870	$54,443
Earnings as defined:
Net Income	$41,588	$38,973	$39,620	$52,408	$67,058
Add:
Provision for income taxes:
Total income taxes	17,537	22,868	20,464	17,846	34,431
Fixed charges as above	41,101	46,473	52,840	47,380	49,344
Total earnings, as defined	$100,226	$108,314	$112,924	$117,634	$150,833
Ratio of earnings to fixed charges, as defined	2.44	2.33	2.14	2.48	3.06
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.18	2.09	1.96	2.27	2.77

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 21 a12e.htm

				Exhibit 12(e)
Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$14,680	$15,891	$19,661	$27,950	$17,786
Interest applicable to rentals	1,281	1,008	977	1,043	910
Total fixed charges, as defined	15,961	16,899	20,638	28,993	18,696
Preferred dividends, as defined (a)	1,566	1,643	2,898	2,736	1,686
Combined fixed charges and preferred dividends, as defined	$17,527	$18,542	$23,536	$31,729	$20,382
Earnings as defined:
Net Income	$18,961	$16,518	($2,195)	($230)	$7,859
Add:
Provision for income taxes:
Total	13,030	11,597	(4,396)	(422)	5,875
Fixed charges as above	15,961	16,899	20,638	28,993	18,696
Total earnings, as defined	$47,952	$45,014	$14,047	$28,341	$32,430
Ratio of earnings to fixed charges, as defined	3.00	2.66	0.68	0.98	1.73
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.74	2.43	0.60	0.89	1.59

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

(b) For Entergy New Orleans, earnings for the twelve months ended December 31, 2001 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.

(c) For Entergy New Orleans, earnings for the twelve months ended December 31, 2002 were not adequate to cover combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.

EX-12 22 a12f.htm

				Exhibit 12(f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$147,982	$118,519	$138,018	$76,639	$64,620
Interest applicable to rentals	3,871	5,753	4,458	3,250	3,793
Total fixed charges, as defined	$151,853	$124,272	$142,476	$79,889	$68,413
Earnings as defined:
Net Income	$82,375	$93,745	$116,355	$103,352	$106,003
Add:
Provision for income taxes:
Total	53,851	81,263	43,761	76,177	75,845
Fixed charges as above	151,853	124,272	142,476	79,889	68,413
Total earnings, as defined	$288,079	$299,280	$302,592	$259,418	$250,261
Ratio of earnings to fixed charges, as defined	1.90	2.41	2.12	3.25	3.66

EX-21 23 a21.htm

Exhibit 21

The seven registrants, Entergy Corporation, System Energy Resources, Inc., Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., are listed below (for a list of the remaining direct and indirect subsidiaries of Entergy Corporation, with the exception of certain subsidiaries that in the aggregate would not constitute a "significant subsidiary," see Exhibit 1 to Entergy Corporation's Public Utility Holding Company Act of 1935 filing made in File No. 70-9123 on February 27, 2004):

	State or Other Jurisdiction of Incorporation
Entergy Corporation	Delaware
System Energy Resources, Inc. (a)	Arkansas
Entergy Arkansas, Inc. (a)	Arkansas
Entergy Gulf States, Inc. (a)	Texas
Entergy Louisiana, Inc. (a)	Louisiana
Entergy Mississippi, Inc. (a)	Mississippi
Entergy New Orleans, Inc. (a)	Louisiana

                        _______________________

(a) Entergy Corporation owns all of the Common Stock of System Energy Resources, Inc., Entergy Arkansas Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc.

EX-23 24 a23b.htm

Exhibit 23(b)

Consent of Independent Auditors

We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement on Form S-4 (No. 33-54298) of Entergy Corporation, Registration Statements on Form S-3 (Nos. 333-02503 and 333-22007) of Entergy Corporation and Registration Statements on Form S-8 (Nos. 333-98179, 333-90914, 333-75097, 333-55692, and 333-68950) of Entergy Corporation of our report dated March 4, 2004, with respect to the consolidated financial statements of Entergy - - Koch, LP included in Exhibit 99(a) in this Annual Report on Form 10-K of Entergy Corporation for the year ended December 31, 2003.

 

                                                                                            /s/ Ernst & Young LLP

Houston, Texas
March 8, 2004

EX-24 25 a24.htm

Exhibit 24

March 8, 2004

TO:	Nathan E. Langston
	John M. Adams, Jr.
Re:	Power of Attorney; 2003 Form 10-K

Entergy Corporation, referred to herein as the Company, will file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Company and the undersigned persons, in their respective capacities as directors and/or officers of the Company, as specified in Attachment I, do each hereby make, constitute and appoint Nathan Langston and John M. Adams, Jr. and each of them, their true and lawful Attorneys (with full power of substitution) for each of the undersigned and in his or her name, place and stead to sign and cause to be filed with the Securities and Exchange Commission the aforementioned Annual Report on Form 10-K and any amendments thereto.

Yours very truly,

ENTERGY CORPORATION

By: /s/ J. Wayne Leonard Wayne Leonard
Chief Executive Officer
and Director

/s/ Maureen S. Bateman	/s/ W. Frank Blount
Maureen S. Bateman	W. Frank Blount
Director	Director
/s/ George W. Davis	/s/ Simon D. deBree
George W. Davis	Simon D. deBree
Director	Director
/s/ Claiborne P. Deming	/s/ Alexis M. Herman
Claiborne P. Deming	Alexis M. Herman
Director	Director
/s/ J. Wayne Leonard	/s/ Robert v.d. Luft
J. Wayne Leonard	Robert v. d. Luft
Chief Executive Officer Director	Chairman of the Board Director
/s/ Kathleen A. Murphy	/s/ Paul W. Murrill
Kathleen A. Murphy	Paul W. Murrill
Director	Director
/s/ James R. Nichols	/s/ William A. Percy, II
James R. Nichols	William A. Percy, II
Director	Director
/s/ Dennis H. Reilley	/s/ Wm. Clifford Smith
Dennis H. Reilley	Wm. Clifford Smith
Director	Director
/s/ Bismark A. Steinhagen	/s/ Steven V. Wilkinson
Bismark A. Steinhagen	Steven V. Wilkinson
Director	Director
/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer

ATTACHMENT I

Entergy Corporation

Chief Executive Officer and Director - J. Wayne Leonard (principal executive officer)
Executive Vice President and Chief Financial Officer - Leo P. Denault (principal financial officer)


Directors - Maureen S. Bateman, W. Frank Blount, George W. Davis, Simon D. deBree, Claiborne P. Deming, Alexis M. Herman, J. Wayne Leonard, Robert v.d. Luft, Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith, Bismark A. Steinhagen, Steven V. Wilkinson

March 8, 2004

TO:	Nathan E. Langston
	John M. Adams, Jr.
Re:	Power of Attorney; 2003 Form 10-K

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 herein as the Companies) will each file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Companies and the undersigned person, in their respective capacities as directors and/or officers of the Companies, as specified in Attachment I, do each hereby make, constitute and appoint Nathan Langston and John M. Adams, Jr. and each of them, their true and lawful Attorneys (with full power of substitution) for each of the undersigned and in his or her name, place and stead to sign and cause to be filed with the Securities and Exchange Commission the aforementioned Annual Report on Form 10-K and any amendments thereto.

Yours very truly,

ENTERGY ARKANSAS, INC. (hereinafter "EAI")
ENTERGY GULF STATES, INC. (hereinafter "EGSI")
ENTERGY LOUISIANA, INC. (hereinafter "ELI")
ENTERGY MISSISSIPPI, INC. (hereinafter "EMI")
ENTERGY NEW ORLEANS, INC. (hereinafter "ENOI")
SYSTEM ENERGY RESOURCES, INC. (hereinafter "SERI")


/s/ Hugh T. McDonald	/s/ E. Renae Conley
HUGH T. McDONALD Chairman, President, and Chief Executive Officer of Entergy Arkansas, Inc.	E. RENAE CONLEY President and Chief Executive Officer - Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc.
/s/ Joseph F. Domino	/s/ Carolyn C. Shanks
JOSEPH F. DOMINO Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc.	CAROLYN C. SHANKS Chairman, President, and Chief Executive Officer of Entergy Mississippi, Inc.
/s/ Daniel F. Packer	/s/ Gary J. Taylor
DANIEL F. PACKER Chairman, President, and Chief Executive Officer of Entergy New Orleans, Inc.	GARY J. TAYLOR Chairman, President and Chief Executive Officer of System Energy Resources, Inc.

/s/ Joseph F. Domino	/s/ Carolyn C. Shanks
Joseph F. Domino Director, Chairman of the Board, President and Chief Executive Officer-Texas of EGSI	Carolyn C. Shanks Director, Chairman of the Board, President and Chief Executive Officer of EMI
/s/ Donald C. Hintz	/s/ Hugh T. McDonald
Donald C. Hintz Director of EAI, EGSI, ELI, EMI, ENOI and SERI	Hugh T. McDonald Director, Chairman of the Board, President and Chief Executive Officer of EAI
/s/ Richard J. Smith	/s/ Gary J. Taylor
Richard J. Smith Director of EAI, EGSI, ELI, EMI & ENOI	Gary J. Taylor Director, Chairman of the Board, President and Chief Executive Officer of SERI
/s/ Daniel F. Packer	/s/ Leo P. Denault
Daniel F. Packer Director, Chairman of the Board, President and Chief Executive Officer of ENOI	Leo P. Denault Director of EAI, EGSI, ELI, EMI, ENOI and SERI
/s/ E. Renae Conley	/s/ Jay A. Lewis
E. Renae Conley Director of ELI and EGSI, Chairman of the Board, President and Chief Executive Officer of ELI, President and Chief Executive Officer - - Louisiana of EGSI	Jay A. Lewis Vice President and Chief Financial Officer, Operations of EAI, EGSI, ELI, EMI and ENOI
/s/ Theodore Bunting
Theodore Bunting Vice President and Chief Financial Officer, Nuclear Operations of SERI

ATTACHMENT I

Entergy Arkansas, Inc.

Chairman of the Board, President and Chief Executive Officer - Hugh T. McDonald (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Hugh T. McDonald, Donald C. Hintz, Richard J. Smith and Leo P. Denault

Entergy Gulf States, Inc.

Chairman of the Board, President and Chief Executive Officer- Texas - Joseph F. Domino (principal executive officer); President and Chief Executive Officer-Louisiana - - E. Renae Conley, (principal executive officer), Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Richard J. Smith, Joseph F. Domino, Donald C. Hintz, E. Renae Conley and Leo P. Denault

Entergy Louisiana, Inc.

Chairman of the Board, President and Chief Executive Officer - E. Renae Conley (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Richard J. Smith, E. Renae Conley and Leo P. Denault

Entergy Mississippi, Inc.

Chairman of the Board, President and Chief Executive Officer - Carolyn C. Shanks (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Carolyn C. Shanks, Richard J. Smith and Leo P. Denault

Entergy New Orleans, Inc.

Chairman of the Board, President and Chief Executive Officer - Daniel F. Packer (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Daniel F. Packer, Richard J. Smith and Leo P. Denault

System Energy Resources, Inc.

Chairman of the Board, President and Chief Executive Officer - Gary J. Taylor (principal executive officer); Vice President and Chief Financial Officer, Nuclear Operations - - Theodore H. Bunting (principal financial officer).

Directors - Gary J. Taylor, Donald C. Hintz and Leo P. Denault



EX-31 26 a31a.htm

Exhibit 31(a)

CERTIFICATIONS

	I, J. Wayne Leonard, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer of Entergy Corporation

Date: March 9, 2004

EX-31 27 a31b.htm

Exhibit 31(b)

CERTIFICATIONS

	I, Leo P. Denault, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer of Entergy Corporation

Date: March 9, 2004

EX-31 28 a31c.htm

Exhibit 31(c)

CERTIFICATIONS

	I, Hugh T. McDonald, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Arkansas, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer of
Entergy Arkansas, Inc.

Date: March 9, 2004

EX-31 29 a31d.htm

Exhibit 31(d)

CERTIFICATIONS

	I, Joseph F. Domino, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Gulf States, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas
of Entergy Gulf States, Inc.

Date: March 9, 2004

EX-31 30 a31e.htm

Exhibit 31(e)

CERTIFICATIONS

	I, E. Renae Conley, certify that:
1.	I have reviewed these annual reports on Form 10-K of Entergy Gulf States, Inc. and Entergy Louisiana, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: March 9, 2004

EX-31 31 a31f.htm

Exhibit 31(f)

CERTIFICATIONS

	I, Carolyn C. Shanks, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Mississippi, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer of
Entergy Mississippi, Inc.

Date: March 9, 2004

EX-31 32 a31g.htm

Exhibit 31(g)

CERTIFICATIONS

	I, Daniel F. Packer, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy New Orleans, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer of
Entergy New Orleans, Inc.

Date: March 9, 2004

EX-31 33 a31h.htm

Exhibit 31(h)

CERTIFICATIONS

	I, Gary J. Taylor, certify that:
1.	I have reviewed this annual report on Form 10-K of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer of
System Energy Resources, Inc.

Date: March 9, 2004

EX-31 34 a31i.htm

Exhibit 31(i)

CERTIFICATIONS

	I, Jay A. Lewis, certify that:
1.	I have reviewed these annual reports on Form 10-K of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in these reports our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in these reports any change in the registrants' internal control over financial reporting that occurred during the registrants' fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer of
Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
and Entergy New Orleans, Inc.

Date: March 9, 2004

EX-31 35 a31j.htm

Exhibit 31(j)

CERTIFICATIONS

	I, Theodore H. Bunting, Jr., certify that:
1.	I have reviewed this annual report on Form 10-K of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer
of System Energy Resources, Inc.

Date: March 9, 2004

EX-32 36 a32a.htm

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: March 9, 2004

EX-32 37 a32b.htm

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Leo P. Denault, Chief Financial Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and
Chief Financial Officer

Date: March 9, 2004

EX-32 38 a32c.htm

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 39 a32d.htm

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: March 9, 2004

EX-32 40 a32e.htm

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Reports on Form 10-K of the Companies for the year ended December 31, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: March 9, 2004

EX-32 41 a32f.htm

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 42 a32g.htm

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 43 a32h.htm

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 44 a32i.htm

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,Jay A. Lewis, Vice President and Chief Financial Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Reports on Form 10-K of the Companies for the year ended December 31, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer

Date: March 9, 2004

EX-32 45 a32j.htm

Exhibit 32(j)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Theodore H. Bunting, Jr., Chief Financial Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and
Chief Financial Officer

Date: March 9, 2004

EX-99 46 a99a.htm

Consolidated Financial Statements

Entergy - Koch, LP

Years ended December 31, 2003and 2002, and Eleven Months Ended December 31, 2001

Report of Independent Auditors

The Audit Committee of the Board of
    Directors of EKLP, LLC and
    Partners of Entergy – Koch, LP

We have audited the accompanying consolidated balance sheets of Entergy – Koch, LP (the “Partnership”) as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in partners’ capital, and cash flows for each of the two years in the period ended December 31, 2003, and the eleven months ended December 31, 2001. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Entergy – Koch, LP at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2003, and the eleven months ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

As further discussed in Note 3 to the consolidated financial statements, in 2003 and 2002 the Partnership changed its method of accounting for inventory held for trading purposes and energy trading contracts not qualifying as derivatives.

                                                                                    Ernst & Young LLP

Houston, Texas
March 4, 2004

Entergy – Koch, LP

Consolidated Balance Sheets

	December 31,
	2003	2002
	(In Thousands)
Assets
Current assets:
Cash and cash equivalents	$     277,964	$     115,960
Margin and collateral deposits	186,624	163,848
Accounts receivable:
Trade (less allowance of $13,137 and $11,955,  respectively)	859,328	769,285
Affiliates	37,305	30,067
Contribution receivable	–	32,831
Transportation and exchange receivables	44,170	26,699
Receivable from Partners	6,755	7,646
Natural gas inventory	249,332	396,992
Assets from trading activities	680,643	571,172
Other current assets	195,701	196,716
Total current assets	2,537,822	2,311,216
Noncurrent assets:
Property, plant, and equipment, net	947,839	908,259
Assets from trading activities	192,316	183,506
Other noncurrent assets	39,665	33,234
Total noncurrent assets	1,179,820	1,124,999
Total assets	$  3,717,642	$  3,436,215

	December 31,
	2003	2002
	(In Thousands)
Liabilities and partners’ capital
Current liabilities:
Accounts payable:
Trade	$         821,735	$     693,055
Affiliates	7,478	31,778
Transportation and exchange payables	28,277	15,917
Collateral held on deposit	114,347	167,975
Liabilities from trading activities	574,870	519,922
Accrued liabilities	135,576	87,399
Notes payable – credit facilities	32,337	248,000
Other current liabilities	8,532	2,965
Total current liabilities	1,723,152	1,767,011
Noncurrent liabilities:
Senior notes (net of discount)	501,721	299,222
Liabilities from trading activities	291,542	143,843
Other noncurrent liabilities	17,981	16,974
Total noncurrent liabilities	811,244	460,039
Commitments and contingencies
Partners’ capital:
General Partner (including accumulated other comprehensive        (loss) income of $(21) and $40, respectively)	11,832	12,092
Limited Partners (including accumulated other comprehensive       (loss) income of $(2,030) and $3,938, respectively)	1,171,414	1,197,073
Total partners’ capital	1,183,246	1,209,165
Total liabilities and partners’ capital	$      3,717,642	$       3,436,215

See accompanying notes.


Entergy - Koch, LP

Consolidated Statements of Income

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Natural gas pipeline:
Revenues:
Transportation and storage – trade	$     110,079	$       120,476	$       105,299
Transportation and storage – affiliates	12,370	6,368	3,170
Retained fuel and other	54,352	34,240	52,631
Total natural gas pipeline revenues	176,801	161,084	161,100
Costs:
Operations and maintenance	116,923	69,857	65,609
Taxes other than income	6,625	5,854	5,684
Total natural gas pipeline costs	123,548	75,711	71,293
Trading:
Net gain from trading activities	339,362	259,472	257,747
Gross profit	392,615	344,845	347,554
Depreciation and amortization	42,851	42,087	35,281
General and administrative	156,932	147,529	104,675
Operating income	192,832	155,229	207,598
Other income and expense:
Interest income	6,020	1,728	2,868
Interest expense	(28,527)	(22,238)	(20,828)
Other (expense) income	(966)	18,225	(2,717)
Total other expense	(23,473)	(2,285)	(20,677)
Income before income tax expense and cumulative effect of    changes in accounting principle	169,359	152,944	186,921
Income tax expense	4,494	3,684	3,510
Income before cumulative effect of changes in accounting    principle	164,865	149,260	183,411
Cumulative effect of changes in accounting principle (net of    tax benefit of $4,477 in 2003)	15,245	–	(11,330)
Net income	$     180,110	$       149,260	$       172,081

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Changes in Partners' Capital

	General Partner	Limited Partners	Total
	(In Thousands)
Balance at February 1, 2001 (Inception)	$         8,510	$     842,505	$     851,015
Net income	1,721	170,360	172,081
Other comprehensive income:
Foreign currency translation	3	332	335
Net cash flow hedge gain	56	5,558	5,614
Net cash flow hedge gain recognized in net income	(42)	(4,146)	(4,188)
Total other comprehensive income	17	1,744	1,761
Total comprehensive income	1,738	172,104	173,842
Balance at December 31, 2001	10,248	1,014,609	1,024,857
Capital contribution	328	32,503	32,831
Net income	1,493	147,767	149,260
Other comprehensive income:
Foreign currency translation	37	3,606	3,643
Net cash flow hedge gain	26	2,543	2,569
Net cash flow hedge gain recognized in net income	(40)	(3,955)	(3,995)
Total other comprehensive income	23	2,194	2,217
Total comprehensive income	1,516	149,961	151,477
Balance at December 31, 2002	12,092	1,197,073	1,209,165
Capital distributions	(2,000)	(198,000)	(200,000)
Net income	1,801	178,309	180,110
Other comprehensive income:
Foreign currency translation	69	6,824	6,893
Net cash flow hedge loss	(133)	(13,114)	(13,247)
Net cash flow hedge loss recognized in net income	3	322	325
Total other comprehensive loss	(61)	(5,968)	(6,029)
Total comprehensive income	1,740	172,341	174,081
Balance at December 31, 2003	$      11,832	$  1,171,414	$  1,183,246

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Cash Flows

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Cash flows from operating activities
Net income	$     180,110	$       149,260	$       172,081
Adjustments to reconcile net income to net cash flows provided by    (used in) operating activities:
Provision for loss on accounts receivable	1,182	11,507	448
Depreciation and amortization	42,851	42,087	35,281
Cumulative effect of change in accounting principle	(15,245)	–	11,330
Change in net assets from trading activities	87,801	15,844	(49,534)
Gain on sale of asset	–	(775)	–
Net changes in working capital	132,656	(373,657)	143,304
Change in net other noncurrent assets and liabilities	1,273	13,426	(21,706)
Net cash flows provided by (used in) operating activities	430,628	(142,308)	291,204
Cash flows from investing activities
Capital expenditures	(88,277)	(50,133)	(26,869)
Proceeds from sale of asset	–	9,897	–
Net cash flows used in investing activities	(88,277)	(40,236)	(26,869)
Cash flows from financing activities
Net (repayment) borrowing of credit facility notes payable	(215,663)	88,000	(305,751)
Repayment of notes payable to partners	–	–	(212,000)
Capital contribution	32,831	–	–
Proceeds from senior notes borrowing	199,910	–	299,094
Capital distributions	(200,000)	–	–
Net cash flows (used in) provided by financing activities	(182,922)	88,000	(218,657)
Effect of exchange rate changes on cash and cash equivalents	2,575	3,486	484
Net change in cash and cash equivalents	162,004	(91,058)	46,162
Cash and cash equivalents, beginning of period	115,960	207,018	160,856
Cash and cash equivalents, end of period	$     277,964	$       115,960	$       207,018
Cash paid for taxes (in millions)	$              6.9	$              6.4	$              1.6
Cash paid for interest (in millions)	$            27.8	$            25.9	$            17.7

See accompanying notes.

Entergy - Koch, LP

Notes to Consolidated Financial Statements

December 31, 2003

1. Organization and Nature of Operations

Entergy – Koch, LP (“EKLP” or the “Partnership”), is a limited partnership indirectly owned by subsidiaries of Entergy Corporation (“Entergy”) and Koch Industries, Inc. (“Koch”) (collectively, the “Partners”). Subsidiaries of Entergy and Koch own 99% of the Partnership through limited partner interests, and the remaining 1% of the Partnership is owned by the general partner, EKLP, LLC, a company owned 50% by EK Holding III, LLC (an Entergy subsidiary), and 50% by Koch Energy, Inc. (a Koch subsidiary). EKLP, LLC, is managed by a board of directors, with each partner having equal representation.

Pursuant to the Agreement of Limited Partnership, dated January 31, 2001 (the “Partnership Agreement”), general distributions are equally shared by the Partners; however, the Partners disproportionately share in certain profits and special allocations, which occur periodically and would occur upon liquidation. The Partnership Agreement also requires that distributions of cash be made quarterly, based on EKLP, LLC’s determination of excess cash, which determination is based on EKLP management’s recommendation.

EKLP was formed to combine certain natural gas and power trading contracts and assets of Entergy with the natural gas pipeline business and the natural gas, power, and weather trading business of Koch. The accompanying consolidated financial statements reflect the transactions of the Partnership subsequent to its inception. The Partnership operates these contributed businesses, contracts, and assets primarily through four wholly owned subsidiaries: Gulf South Pipeline Company, LP (“Gulf South”), Entergy – Koch Trading, LP (“EKT US”), Entergy – Koch Trading Canada, ULC (“EKT CAN”), and Entergy – Koch Trading, Ltd. (“EKT Europe”).

Gulf South is engaged in the gathering, transmission, and storage of natural gas in the Gulf Coast region of the United States. Gulf South’s operations are collectively referred to as “pipeline services” in these notes and comprise one of the two reportable segments of the Partnership.

EKT US engages in physical and financial natural gas trading, including asset optimization services and weather derivatives trading in the United States and Canada, as well as physical and financial power trading throughout the United States. EKT CAN, which began operations in December 2002, engages in physical and financial natural gas trading, including asset optimization services, in Canada. EKT Europe engages in physical and financial natural gas and power trading as well as weather derivatives trading in the United Kingdom and Western Europe. The EKT US, EKT Europe, and EKT CAN operations are collectively referred to as “EKT” or “trading services” in these notes and comprise one of the two reportable business segments of the Partnership.

2. Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of all of the Partnership’s wholly owned subsidiaries after the elimination of significant intercompany transactions and balances. Investments in entities that are not controlled by the Partnership are accounted for using either the cost or equity method, as appropriate. These investments are regularly reviewed for impairment and propriety of current accounting treatment.

Regulatory Accounting – Gulf South is regulated by the Federal Energy Regulatory Commission (“FERC”). Gulf South does not apply Statement of Financial Accounting Standards (“SFAS”) No. 71, Accounting for the Effects of Certain Types of Regulation, (“SFAS No. 71”), which provides that rate-regulated public utilities account for and report assets and liabilities consistent with the economic effect of the way in which regulators establish rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it reasonable to assume that such rates can be charged and collected. Competition in Gulf South’s market area often results in discounts off the maximum allowable rate. Accordingly, the application of SFAS No. 71 is not appropriate.

Cash and Cash Equivalents – Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, and money market accounts with original maturities of three months or less. All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents.

Margin and Collateral Deposits – Margin and collateral deposits consist primarily of cash that the Partnership has on deposit with counterparties for margin or collateral requirements related to trading futures, swap, and option contracts. Pursuant to the Partnership’s contracts with each counterparty, the margin or collateral on deposit will vary based on changes in market prices, the Partnership’s credit rating, and various other factors. As further discussed in Note 7, “Concentrations of Credit Risk,” the Partnership also requires collateral from their counterparties based on similar criteria. Amounts from financial instruments received as collateral from counterparties are recorded as “collateral held on deposit.”

Accounts Receivable-Trade – Accounts receivable-trade are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts receivable, and represent claims against third parties that will be settled in cash. An allowance for doubtful accounts is established when needed based on factors including historical experience with the particular counterparty, economic trends and conditions, the age of the underlying receivable, and the Partnership’s ability to exercise the right of offset. Interest receivable on delinquent accounts receivable is included in the accounts receivable-trade balance and recognized as interest income when contractually permissible and collectibility is reasonably assured. Past due accounts receivable-trade are written off when either internal collection efforts have been unsuccessful or when a settlement is reached for an amount that is less than the outstanding historical balance.

Transportation and Exchange Receivables and Payables – Transportation and exchange receivables and payables result from differences in gas volumes received and delivered by Gulf South. Such receivables and payables are valued in accordance with Gulf South’s tariff at market indices for the production month during which the receivables and payables were created. Customers can settle transportation and exchange receivables and payables with cash or in-kind payment, or by trading imbalances with other shippers. Receivables and payables, which will be settled in-kind, are valued monthly at market. The net gas imbalance resulting from these transactions is recorded as an asset or liability, as appropriate.

Natural Gas Inventory – Pipeline Services – Retained fuel and excess gas available for resale are classified as inventory and are valued at the lower of weighted-average cost or market. Volumes in storage held on behalf of others as of December 31, 2003 and 2002, were 47.0 bcf and 41.1 bcf, respectively. Such volumes are excluded from Gulf South’s inventory.

Natural Gas Inventory – Trading Services – Trading inventory is comprised of natural gas held for resale. As further discussed in Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” the Partnership adopted Emerging Issues Task Force (“EITF”) Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities (“EITF No. 02-3”). As such, inventory as of December 31, 2003 and 2002, acquired subsequent to October 25, 2002, is recorded at the lower of weighted-average cost or market, including a lower of cost or market write-down of $2 million as of December 31, 2002. Inventory acquired prior to the aforementioned adoption of EITF No. 02-3 is valued at market. The Partnership treated the adoption of EITF No. 02-3 related to trading inventory prospectively, as allowed, because it did not have sufficient information to report the change in a manner similar to a cumulative effect of a change in accounting principle.

Included in other current assets are amounts related to natural gas volumes held in third-party facilities and for which title has transferred to such third parties, but to which the Partnership has rights in the future. Such amounts are recorded at the lower of weighted-average cost or market based on the notional volumes to which the Partnership has rights. The Partnership may hold title to other natural gas volumes to which third parties have the rights to under similar arrangements. The amounts related to these transactions are recorded in other current liabilities and are carried at market or weighted-average cost, whichever is higher.

Trading and Risk Management Activities – Pipeline Services – In accordance with the Partnership’s risk management policy, Gulf South utilizes natural gas futures, swap, and option contracts (collectively, the “hedge contracts”) to hedge certain exposures to market price fluctuations on the upcoming years’ anticipated sales of excess gas inventory. The changes in the fair value of the hedge contracts are expected to, and do, have a high correlation to changes in the anticipated sales prices of excess gas inventory and, therefore, qualify as cash flow hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS No. 133”). In addition, if the hedge contracts cease to have high correlation, or if the forecasted sale is deemed no longer probable to occur, hedge accounting is terminated and the associated changes in fair value of the derivative financial instruments are recognized in the related period of change as “Retained fuel and other revenues” on the consolidated statements of income.

The hedge contracts are reported in the consolidated balance sheets at fair value in “Other current assets and liabilities.” The related gains or losses derived from changes in the fair value of the hedge contracts are deferred in Partners’ capital (as a component of accumulated other comprehensive income). These deferred gains and losses are recognized as "Retained fuel and other revenues" on the consolidated statements of income when the excess gas inventory is sold. However, to the extent that the change in the fair value of the hedge contracts does not effectively offset the change in the fair value of the anticipated sales prices of excess gas inventory, the ineffective portion of the hedge contracts is immediately recognized as “Retained fuel and other revenues.”

As of December 31, 2003, Gulf South has included a net deferred loss on these cash flow hedges in “Accumulated other comprehensive income” of approximately $1 million. Gulf South expects to reclassify the entire amount to “Retained fuel and other revenues” over the next 12 months. Such amounts were immaterial for the year ended December 31, 2002, and the eleven months ended December 31, 2001. For the years ended December 31, 2002 and 2003, and the eleven months ended December 31, 2001, the ineffective portion of these hedges was immaterial.

Trading and Risk Management Activities – Trading Services – EKT offers risk management services to the natural gas, power, and weather markets, and optimization services related to the natural gas storage and transportation assets of its customers. These services are provided through a variety of financial instruments, including forward contracts involving cash settlement or physical delivery of natural gas or power; swap contracts requiring payment to (or receipts from) counterparties based on the difference between two prices for (or related to) natural gas, power, or weather; and option contracts requiring payment to (or receipts from) counterparties based on the difference between the option’s strike and the related market price for natural gas, power, or weather.

As required by EITF No. 02-3, the mark-to-market method is used to account for all derivative trading activities and the accrual method of accounting is used to account for storage, transportation, and asset optimization contracts not qualifying as derivatives under SFAS No. 133 and executed subsequent to October 25, 2002. The accounting method used for these non-derivative contracts executed prior to and up to that date was changed from the mark-to-market method to the accrual method on January 1, 2003. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements.”

As required by EITF Issue No. 99-2, Accounting for Weather Derivatives (“EITF No. 99‑2”), the Partnership uses the mark-to-market method to account for all trading related weather contracts.

Under the mark-to-market method, derivative contracts are recorded at quoted or estimated market value, with resulting unrealized gains and losses recorded as “Assets from trading activities” and “Liabilities from trading activities,” respectively, on the consolidated balance sheets according to their term to maturity. Current period changes in the assets and liabilities from trading activities are recognized as net gains or losses in “Net gain from trading activities” on the consolidated statements of income. Changes in the assets and liabilities from trading activities result primarily from changes in the valuation of the portfolio of contracts, maturity and settlement of contracts, and newly originated transactions. Terms regarding cash settlement of the contracts vary with respect to the actual timing of cash receipts and payments. Accounts receivable, accounts payable, and margin and collateral deposits include settlement amounts for financial derivatives for which the contractual settlement price has been published at the end of the accounting period. As a result, at December 31, 2003, accounts receivable and accounts payable included $88.2 million and $64 million, respectively, of January 2004 settled financial forward contracts valued using the published January 2004 futures price. At December 31, 2002, accounts receivable and accounts payable include $101.9 million and $97.9 million, respectively, of January 2003 settled financial forward contracts valued using the published January 2003 futures price. Margin and collateral deposits include $(1.9) million and $67.3 million of January 2003 and January 2004 settled futures, at December 31, 2003 and December 31, 2002, respectively.

The market prices and models used to value the derivatives reflect management’s best estimate considering various factors, including closing exchange and over-the-counter quotations, time value, and volatility underlying the contracts. The values are adjusted to reflect the potential impact of liquidating EKT’s position in an orderly manner over a reasonable time period under present market conditions and to reflect other types of risks, including model risk and credit risk. When quoted market prices are not available, EKT utilizes other valuation techniques to estimate market value. The use of these techniques requires EKT to make estimations with respect to future prices, volatility, liquidity, and other variables. Changes in market prices and management’s estimations directly affect the estimated market value of these transactions. Accordingly, it is reasonably possible that such estimates could change in the near term.

Beginning January 1, 2003, EKT US utilizes futures contracts to mitigate the variability in cash flows of anticipated future natural gas purchases and sales and accounts for these derivatives as cash flow hedges and has designated these contracts as hedges in accordance with SFAS No. 133. The changes in the fair value of the hedge contracts are expected to, and do, have a high correlation to changes in the anticipated natural gas purchases and sales and, therefore, qualify as cash flow hedges under SFAS No. 133. In addition, if the hedge contracts cease to have high correlation or if the forecasted purchase or sale are deemed no longer probable to occur, hedge accounting is terminated and the associated changes in fair value of the derivatives are recognized in the related period of change in “Net gain from trading activities” on the consolidated statements of income.

The natural gas derivatives of EKT US designated as hedges have an average term of less than one year, with the maximum term being two years. Contract terms represent the span of time over which EKT US is hedging its exposure to variability in future cash flows from the purchase and sale of natural gas.

The fair value of these derivatives are reported in the consolidated balance sheets in “Assets and liabilities from trading activities.” As of December 31, 2003, EKT US has included a net deferred loss on these cash flow hedges in “Accumulated other comprehensive income” of approximately $11.8 million. EKT US expects to reclassify approximately $1.3 million of deferred loss to “Net gain from trading activities” over the next 12 months. For the year ended December 31, 2003, the ineffective portion of these hedges recorded in “Net gain from trading activities” was approximately $5 million.

EKT’s asset optimization contracts relate to the natural gas storage and transportation assets of the related counterparties. Revenues, costs, and profit-sharing obligations associated with these asset optimization contracts are recognized based on the terms of the contract as such revenues are earned, costs are incurred, and when profit-sharing obligations arise. In addition, EKT enters into derivative contracts to manage market risk associated with its asset optimization contracts. These derivative contracts have not been designated as hedges and continue to be recorded at fair value.

All of EKT’s derivative transactions are subject to the Partnership’s risk management policy, which includes monitoring the creditworthiness of each counterparty. To the extent that a counterparty in these transactions is unable to meet its settlement commitments, the Partnership’s exposure to credit risk increases.

Trading and Risk Management Activities – Treasury – Pursuant to SFAS No. 133, the Partnership accounts for changes in the fair value of treasury related derivative instruments depending on whether they have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Partnership designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or cash flow hedge.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the same line item associated with the hedged item in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of “Other comprehensive income” and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change.  For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

The Partnership has entered into an interest rate swap agreement for interest rate risk exposure management purposes, which has been designated as a fair value hedge pursuant to SFAS No. 133. The interest rate swap agreement utilized by the Partnership effectively modifies the Partnership’s exposure to interest risk by converting the Partnership’s $200 million in fixed rate debt issued August 21, 2003, to a floating rate. This agreement involves the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of the underlying principal amount.

Hedge effectiveness is assessed as the change in the fair value of the hedging instrument relative to the change in the fair value of the related debt. During the year ended December 31, 2003, the Partnership recognized an immaterial net gain, included as a component of interest income, related to the ineffective portion of its fair value hedge of interest rate risk exposure. The effect of the fair value hedge for the year ended December 31, 2003, was to increase the carrying value of the associated debt by $2.5 million. A corresponding asset in approximately the same amount has been recorded in “Other assets”. On December 31, 2003, there were no hedged firm commitments that did not qualify as fair value hedges.

Additionally, the Partnership enters into forward foreign currency swaps associated with certain intercompany debt balances carried by the domestic entity and which are denominated in British pound. The swaps are used to counteract the effects of changes in foreign currency exchanges rates. For the year ended December 31, 2003, the foreign currency swaps resulted in a loss of $14.5 million.

Property, Plant, and Equipment – Property, plant, and equipment, including the working gas and base gas necessary to operate the pipeline, are recorded at historical cost or at the value established at the time of the Partnership inception. Construction costs and expenditures for major renewals and improvements, which extend the lives of the respective assets, are capitalized. Expenditures for maintenance, repairs, and minor renewals and improvements are charged to expense as incurred. Pipeline facilities are depreciated using the straight-line method based on average useful lives ranging from 4 to 30 years. Depreciation of constructed assets begins when the asset is placed in service. Computer hardware and software are depreciated using the straight‑line method based on average useful lives ranging from three to five years. Working gas and base gas are not depreciated.

The Partnership assesses impairment of its long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Intangible Assets – Intangible assets relate to the weather trading business and represent the logic utilized in the proprietary weather derivative valuation models, analytics that are used to translate weather information into trading strategies, and the proprietary data infrastructure that facilitates creation of structured weather derivative products. These intangible assets are amortized on a straight-line basis over a ten-year period and are included as “Other noncurrent assets” on the consolidated balance sheets.

Intangible assets are assessed annually for impairment. Indicators used by management to assess whether the intangible assets are impaired include a significant change in the extent or manner in which the intangible assets are used; a significant adverse change in the business climate that would affect the value of the intangible assets; an adverse action by a regulator, or a current-period operating or cash flow loss for the weather trading business, combined with a history of such that demonstrates continuing losses associated with the intangible assets derived from the weather trading business. There were no impairments of intangible assets for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001.

Income Taxes – The Partnership’s consolidated financial statements reflect no provision for United States federal and state income taxes since such taxes, if any, are the liabilities of the Partners. Foreign income taxes are provided for the Partnership’s subsidiaries, which are subject to taxation in foreign jurisdictions. Deferred tax assets and liabilities are recognized for the expected foreign tax consequences of the temporary differences between the tax bases of assets and liabilities and their financial statement carrying amounts in foreign jurisdictions. Such deferred tax assets and liabilities are not significant at December 31, 2003 and 2002.

Revenue Recognition – Revenues for the transportation and storage of natural gas are recognized based on volumes received and delivered in accordance with contractual terms at the time the transportation or storage services are rendered. Retained fuel is a component of Gulf South’s tariff structure, which provides for the recovery of fuel amounts expensed by the pipeline as operations and maintenance costs. Retained fuel is recognized as “Retained fuel and other revenues” on the consolidated statements of income at market prices in the month of retention. Retained fuel revenues for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, are $54.1 million, $26.7 million, and $41.6 million, respectively.

Net Gain From Trading Activities – The accompanying consolidated financial statements present revenues, costs, and realized and unrealized gains and losses from derivatives for trading services on a net basis in “Net gain from trading activities” in the consolidated statements of income. Revenues from sales of physical natural gas and power are recognized in the month of delivery. The associated costs including transportation and transmission charges are recognized concurrent with the revenue.

Foreign Currency – Management has determined the functional currency of EKT Europe to be the British pound. As such, the assets and liabilities of EKT Europe are translated at the exchange rate on the consolidated balance sheet date. Revenues and expenses for EKT Europe are translated at a weighted-average exchange rate for the financial reporting period then ended. Foreign currency translation adjustments are reported in Partners’ capital (as a component of other comprehensive income). Individually significant transactions are translated at the exchange rate on the date of the transaction. Foreign exchange transaction gains and losses are recognized as “Other income (expense)” on the consolidated statements of income of the period. For the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, foreign exchange gains of approximately $1.3 million, $7.1 million, and $0.4 million, respectively, are included in “Other income (expense).”

Use of Estimates – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make various assumptions and estimates that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. See related discussion in “Trading and Risk Management Activities.”

Reclassifications – Certain reclassifications have been made to the presentation of balances from prior periods to conform with the current-period presentation. These reclassifications have no effect on previously reported results of operations.

3. Changes in Accounting Principles and New Accounting Pronouncements

Changes in Accounting Principles

EITF No. 02-3 – In October 2002, the EITF reached consensus in EITF No. 02-3 to rescind EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities (“EITF No. 98-10”), EITF Issue No. 00-17, Measuring the Fair Value of Energy-Related Contracts in Applying No. 98-10, and Financial Accounting Standards Board (“FASB”) Staff Announcement Topic D-105, Accounting in Consolidation for Energy Trading Contracts, between Affiliated Entities When Activities of One but Not Both Affiliates Are within the Scope of EITF Issue No. 98‑10, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities” (“Topic No. D-105”). According to the consensus, “other energy contracts” such as storage and transportation contracts, not qualifying as derivatives pursuant to SFAS No. 133 executed prior to October 26, 2002, shall no longer be marked-to-market effective January 1, 2003. The accrual basis of accounting is required for contracts executed subsequent to October 25, 2002. In addition, for fiscal years beginning after December 15, 2002, gains and losses on all derivative instruments should be shown net in the income statement, whether or not settled physically, if the derivatives are held for trading purposes. EITF No. 02-3 also clarified that with the rescission of EITF No. 98-10, it would no longer be an acceptable industry practice to account for inventory held for trading purposes at fair value when fair value exceeds cost, except as provided by higher level accounting principles generally accepted in the United States. Application of EITF No. 02-3, in relation to restating the carrying value of inventory, may be applied prospectively if there is insufficient information to report a change in accounting for inventory in a manner similar to a cumulative effect of a change in accounting principle.

The Partnership prospectively adopted the provisions of EITF No. 02-3 related to inventory held for trading purposes and energy trading contracts, not qualifying as derivatives, and executed subsequent to October 25, 2002. The Partnership adopted EITF No. 02-3 in January 1, 2003 for its nonderivative energy trading contracts executed prior to October 26, 2002, and reported an increase to net income of $14.7 million as a cumulative effect of a change in accounting principle, net of tax. As a result of the adoption of EITF No. 02-3, the Partnership no longer recognizes energy trading contracts under mark-to-market accounting unless these contracts meet the definition of a derivative in accordance with SFAS No. 133 or the contract is a weather derivative. The Partnership has retained net presentation of all of its trading activities in the consolidated statements of income. The Partnership estimates that the adoption of EITF No. 02-03 negatively impacted after-tax earnings for the year ended December 31, 2003, by approximately $90 million.

In November 2002, EITF 02-3 was revised to state that an unrealized gain or loss at inception of a derivative instrument should not be recognized unless the fair value of that instrument is obtained from a quoted market price in an active market or is otherwise evidenced by comparison to other observable current market transactions or based on a valuation technique incorporating observable market data. Adoption by the Partnership of this November revision to EITF 02-3 was applied by the Partnership prospectively and did not have a material impact on the Partnership’s consolidated financial position or results of operations.

SFAS No. 143 – On January 1, 2003, the Partnership also adopted SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”). SFAS No. 143 requires legal obligations associated with retirement of long-lived assets to be recognized at their fair value at the time the obligations are incurred. The liability is reported at fair value and is adjusted in subsequent periods as accretion expense is recorded. Corresponding retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the useful life of the asset. The Partnership has identified a legal obligation associated with the abandonment of its offshore pipeline laterals. Pursuant to federal regulations, the Partnership may have a legal obligation to plug and abandon pipelines, and remove platforms, once gas flow has ceased.

Upon adoption of SFAS No. 143, the Partnership recorded an additional long-term liability of $1.9 million, for a total long-term liability of $3.5 million related thereto, and a net property, plant, and equipment asset of $2.4 million at January 1, 2003. This resulted in a cumulative effect of a change in accounting principle of $0.5 million. Accretion and depreciation expense subsequent to the adoption SFAS No. 143 decreased net income by $0.5 million for the year ended December 31, 2003.

SFAS No. 144 – In August 2001, SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”), was issued. This statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed Of. SFAS No. 144 retains the applicability to discontinued operations, and broadens the presentation of discontinued operations to include a component of an entity. The statement is being applied prospectively and initial adoption of this statement on January 1, 2002, did not have any impact on the Partnership’s consolidated financial position or results of operations.

SFAS No. 142 – SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), which required goodwill and intangible assets with indefinite lives be assessed for impairment rather than amortized, was adopted by the Partnership on January 1, 2002, with no material impact on the Partnership’s consolidated financial position or results of operations.

Topic No. D105 – Topic No. D-105 was issued in November 2001. The Announcement stated that energy trading transactions or contracts (and any related mark-to-market gains and losses) between entities of the same consolidated group should be eliminated in consolidation. The Partnership adopted Topic No. D-105 on December 31, 2001. Upon adoption, income was reduced by approximately $11.3 million. Such reduction is reported as the effect of a change in accounting principle for the eleven months ended December 31, 2001. As a result of the change, net income of the Partnership for the eleven months ended December 31, 2001 is the same as if Topic No. D-105 had been adopted at the inception of the Partnership on February 1, 2001. Topic No. D-105 was superceded by EITF No. 02-3.

New Accounting Pronouncements

FIN 46 – In January 2003, the FASB issued Financial Interpretation No. 46, Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51 (“FIN 46”), as revised in December 2003. FIN 46 addresses consolidation by business enterprises of variable interest entities (“VIEs”). The primary objective of the FIN 46 is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as VIEs. FIN 46 requires an enterprise to consolidate a VIE if that enterprise has a variable interest that will absorb a majority of the entity’s expected losses, if they occur, receive a majority of the entity’s expected residual returns, if they occur, or both. An enterprise shall consider the rights and obligations conveyed by its VIEs in making this determination. The Partnership is required to fully adopt the provisions of FIN 46 as of January 1, 2005, and continues to evaluate the impact that adoption will have on its financial statements.

SFAS 149 – In April 2003, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS No. 149”) was issued. SFAS No.149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities under SFAS No. 133. SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 was effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133, Implementation Issues, that have been effective for periods that began prior to June 15, 2003, continue to be applied in accordance with their respective effective dates. The adoption of SFAS No. 149 did not have an impact on the consolidated financial statements of the Partnership.

4. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income are as follows:

	December 31, 2003			December 31, 2002			December 31, 2001
	General Partner	Limited Partners	Total	General Partner	Limited Partners	Total	General Partner	Limited Partners	Total
	(In Thousands)
Accumulated other    comprehensive income:
Accumulated foreign               currency translation	$   109	$ 10,762	$ 10,871	$     40	$  3,938	$    3,978	$        3	$       332	$      335
Accumulated net cash flow     hedge (loss) gain	(51)	(5,013)	(5,064)	82	8,101	8,183	56	5,558	5,614
Accumulated net cash flow    hedge gain recognized in net income	(79)	(7,779)	(7,858)	(82)	(8,101)	(8,183)	(42)	(4,146)	(4,188)
	$    (21)	$ (2,030)	$ (2,051)	$     40	$  3,938	$    3,978	$      17	$    1,744	$   1,761

5. Supplemental Cash Flow Information

Changes in the components of working capital are as follows:

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, trade	$      (91,225)	$    (262,697)	$     470,246
(Increase) decrease in accounts receivable, affiliate	(7,238)	(8,387)	12,505
Decrease in receivable from partners	891	3,731	32,028
Change in net transportation and exchange receivables and        payables	(5,111)	(1,461)	(20,663)
Change in net margin and collateral	(76,404)	4,056	114,489
Decrease (increase) in natural gas inventory	154,641	(168,327)	(185,953)
Increase (decrease) in accounts payable, trade	128,680	231,953	(347,780)
(Decrease) increase in accounts payable, affiliates	(24,300)	1,392	3,510
Increase (decrease) in accrued liabilities	42,934	(20,583)	70,575
Change in other current assets and liabilities, net	9,788	(153,334)	(5,653)
Total	$     132,656	$    (373,657)	$     143,304

Natural gas inventory at December 31, 2003, includes approximately $7 million related to excess gas volumes transferred from working gas.

6. Fair Value of Financial Instruments

At December 31, 2003 and 2002, the carrying amounts of certain financial instruments held by the Partnership, including cash equivalents, accounts receivable and payable, notes payable, and transportation and exchange receivables and payables, are representative of fair value because of the short-term maturity of these instruments. In addition to the financial instruments listed above, the Partnership held financial instruments for trading and risk management activities, as well as debt instruments.

The fair value of all of the Partnership’s derivative financial instruments and other trading contracts is the estimated amount at which management believes the instruments could be liquidated over a reasonable period of time, based on quoted market prices, current market conditions, or other estimates obtained from third-party brokers or dealers. See Note 2, “Significant Accounting Policies” under “Trading and Risk Management Activities,” for additional information.

The fair value of the Partnership’s derivatives, financial instruments, and other trading contracts at December 31, 2003 and 2002, is summarized in the following tables:

	December 31, 2003
	Estimated Fair Value		Carrying Amount
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Trading(1)
Natural gas	$   499,610	$   541,699	$   499,610	$   541,699
Power	348,267	296,814	348,267	296,814
Weather	20,069	21,177	20,069	21,177
Other energy-related commodities	5,013	6,722	5,013	6,722
	$   872,959	$   866,412	$   872,959	$   866,412
Non-Trading(2)
Interest rate swap	$       2,058	$              –	$       2,058	$              –
Natural gas	352	1,176	352	1,176
Foreign currency swap	–	1,497	–	1,497
	$       2,410	$       2,673	$       2,410	$       2,673
Debt instruments
Senior notes(3)	$              –	$   546,252	$              –	$   501,721

⁽¹⁾   Represents the fair value of all derivatives of trading services including natural gas derivatives for cash flow hedges accounted for in accordance with SFAS No. 133. The carrying amount of trading services derivatives is included in the consolidated balance sheet as “Assets and liabilities from trading activities.”

⁽²⁾   The carrying amount is included in the consolidated balance sheet in “Other current assets” and “Other current liabilities.”

⁽³⁾The estimated fair value of the senior notes has been determined by the Partnership using available market information and selected valuation methodologies. Considerable judgment is required in interpreting market data to develop the fair value estimate. The use of different market assumptions or valuation methodologies could have a material effect on the estimated fair value.

	December 31, 2002
	Estimated Fair Value		Carrying Amount
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Trading(1)
Natural gas(2)	$     545,976	$     524,312	$     545,976	$     524,312
Power	192,891	120,692	192,891	120,692
Weather	15,811	14,459	15,811	14,459
Other energy related commodities	–	4,302	–	4,302
	$     754,678	$     663,765	$     754,678	$     663,765
Debt instruments
Senior notes(3)	$              –	$     302,561	$              –	$     299,222

⁽¹⁾   The carrying amount is included in the consolidated balance sheet as “Assets and liabilities from trading activities.”

⁽²⁾ Models used to fair value transportation, capacity, and storage agreements exclude optionality.

⁽³⁾   The estimated fair value of the senior notes has been determined by the Partnership using available market information and selected
        valuation methodologies. Considerable judgment is required in interpreting market data to develop the fair value estimate. The use of   
        different market assumptions or valuation methodologies could have a material effect on the estimated fair value.

7. Concentrations of Credit Risk

EKT manages its own portfolio using a variety of financial instruments, which include forward, futures, swap, option, storage, and transportation contracts. EKT may attempt to balance its contractual portfolio in terms of notional amounts and the timing of performance and delivery obligations. However, net unbalanced positions often exist or are established based upon an assessment of anticipated market movements.

Inherent in the Partnership’s trading and risk management activities are certain business risks, including market risk and credit risk. Market risk is the risk that the value of the contracts and derivative financial instruments will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or an agreement. The Partnership has established procedures in order to manage and control market and credit risk, and those control procedures are reviewed on an ongoing basis. The Partnership monitors market risk through a variety of techniques, including daily reporting of the change in the contracts and derivative financial instruments’ fair value to senior management. The Partnership attempts to minimize credit risk exposure through credit policies and periodic monitoring procedures.

The notional volumes of the Partnership’s realized physical activity included in “Net gain from trading activities” are set forth below. These notional volumes represent the gross transaction volumes for trading contracts that are physically settled and are not a measure of the Partnership’s exposure to market or credit risk.

	Year Ended December 31,
	2003	2002
	(In Thousands)
Trading
Power (in MWh)	445,979	407,027
Gas (in MMBtu)	2,347,045	2,081,116

Financial instruments, which subject the Partnership to credit risk, consist principally of cash equivalents, trade receivables, and, as described above, derivative financial instruments and other energy trading contracts. In accordance with the Partnership’s investment policy, cash equivalents are invested such that credit exposure to any one financial institution is limited.

The Partnership’s operations are primarily concentrated in the energy industry. Trade receivables and other financial instruments are predominantly with energy, utility, and financial services-related companies, as well as other trading companies in the United States, the United Kingdom, Western Europe, and Canada. For the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, no single counterparty contributed in excess of 10% of “Net gain from trading activities” on the consolidated statements of income.

The Partnership maintains credit policies that management believes minimize overall credit risk. Prospective and existing customers are reviewed for creditworthiness based upon pre-established standards, providing collateral and secured payment terms, as appropriate. Pursuant to these standards, the Partnership had cash collateral held on deposit of approximately $114.3 million and $168.0 million at December 31, 2003 and 2002, respectively.

The Partnership has master netting agreements in place that allow the Partnership to offset gains and losses arising from derivative instruments that may be settled in cash and/or gains and losses arising from derivative instruments that may be settled with the physical commodity. The Partnership’s policy is to have such master netting agreements in place with significant counterparties. Assets and liabilities (current and noncurrent) from trading activities, as well as trade accounts receivable and payable, reflect the master netting agreements in place.

The counterparties associated with “Assets from trading activities” at December 31, 2003 and 2002, are summarized in the following tables:

	December 31, 2003
	Investment Grade(1)	Total
	(In Thousands)
Gas and electric utilities	$       188,105	$     211,220
Energy marketers	117,732	274,712
Financial institutions	285,879	300,805
Oil and gas producers	15,642	66,766
Industrials	10,570	11,746
Other	12,245	12,534
Total	$       630,173	877,783
Credit valuation adjustments		(4,824)
Trading exposure(2)		872,959
Collateral		(379,735)(3)
Assets from trading activities, net of collateral		$     493,224

⁽¹⁾     “Investment Grade” is primarily determined using publicly available credit ratings along with consideration of cash, collateral, standby letters of credit, and parent company guarantees. Included in “Investment Grade” are counterparties with a minimum, or a minimum implied through internal credit analysis, Standard & Poor’s or Moody’s rating of BBB- or Baa3, respectively.

⁽²⁾     Trading exposure reflects netting between current and noncurrent assets and liabilities from trading activities under master netting agreements, as applicable. Three customers’ exposure at December 31, 2003, comprised greater than 5% of assets from trading activities, of which two are included above as “Investment Grade.”

⁽³⁾       Includes collateral held on deposit and standby letters of credit. An additional $73.5 million of collateral is being applied against estimated accounts receivable.

	December 31, 2002
	Investment Grade(1)	Total
	(In Thousands)
Gas and electric utilities	$       168,790	$       173,806
Energy marketers	146,241	219,644
Financial institutions	213,716	217,017
Oil and gas producers	74,289	115,095
Industrials	31,863	32,886
Other	126	128
Total	$       635,025	758,576
Credit valuation adjustments		(3,898)
Trading exposure(2)		754,678
Collateral		(208,225)(3)
Assets from trading activities, net of collateral		$       546,453

⁽¹⁾     “Investment Grade” is primarily determined using publicly available credit ratings along with consideration of cash, collateral, standby letters of credit, and parent company guarantees. Included in “Investment Grade” are counterparties with a minimum, or a minimum implied through internal credit analysis, Standard & Poor’s or Moody’s rating of BBB- or Baa3, respectively.

⁽²⁾     Trading exposure reflects netting between current and noncurrent assets and liabilities from trading activities under master netting agreements, as applicable. One customers’ exposure at December 31, 2002, comprised greater than 5% of assets from trading activities and is included above as “Investment Grade.”

⁽³⁾     Includes collateral held on deposit and standby letters of credit. An additional $49.7 million of collateral is being applied against estimated accounts receivable.

These concentrations of counterparties may impact the Partnership’s overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory, or other conditions. Based on the Partnership’s policies, risk exposures, and valuation adjustments related to credit, the Partnership does not anticipate a material adverse effect on its consolidated financial position as a result of counterparty nonperformance.

8. Property, Plant, and Equipment

Property, plant, and equipment is summarized as follows:

	December 31,
	2003	2002
	(In Thousands)
Land	$            712	$            712
Pipeline facilities	861,661	806,656
Working gas and base gas	93,635	101,000
Computer hardware and software	63,077	52,843
Construction in progress	43,464	20,041
	1,062,549	981,252
Accumulated depreciation	(114,710)	(72,993)
Net property, plant, and equipment	$     947,839	$     908,259

9. Senior Notes and Credit Facilities

The Partnership’s debt is summarized as follows:

	December 31,
	2003	2002
	(In Thousands)
Short-term debt:
Entergy-Koch, LP Credit Agreement (364-Day)	$                      –	$            158,000
Entergy-Koch, LP Credit Agreement (Five-Year Term)	–	90,000
Entergy-Koch Trading, LP Margin Facility Agreement	25,000	–
Entergy-Koch Trading, Ltd. Short-Term Revolving Facility	7,337	–
Notes payable – credit facilities	$            32,337	$            248,000
Long-term debt:
Entergy-Koch, LP 3.65% Senior Notes due 2006, net of discount and       including fair value adjustment	$         202,408	$                      –
Entergy-Koch, LP 6.90% Senior Notes due 2006, net of discount	299,313	299,222
Senior notes (net of discount)	$         501,721	$            299,222

Short-Term Debt

EKLP has historically maintained two primary credit facilities to manage their short-term cash requirements: a 364-day credit facility and a multi-year credit facility. In addition to these two facilities, Entergy-Koch Trading, LP and Entergy-Koch Trading, Ltd. have entered into short-term credit facilities for additional liquidity.

On December 19, 2003, EKLP renewed its 364-day credit facility with total commitments of $230 million. This facility includes the ability to issue up to $75 million of letters of credit within the total commitment of $230 million. At December 31, 2003, no loans or letters of credit were outstanding. At December 31, 2002, $158 million in loans were outstanding at a weighted-average interest rate of 2.08%. No letters of credit were outstanding. This facility expires on December 17, 2004.

On February 1, 2001, EKLP entered into a multi-year credit facility with total commitments of $105 million. This facility includes the ability to issue up to $105 million of letters of credit within the total commitment of $105 million. At December 31, 2003, no loans were outstanding under this facility, but $3.9 million in letters of credit were outstanding. At December 31, 2002, $90 million in loans were outstanding under this facility at a weighted‑average rate of 1.9% and $9.9 million in letters of credit were outstanding. This facility expires on February 1, 2006.

The interest rates and facility fees payable under the 364-day facility and on the multi-year facility vary based on the Partnership’s senior unsecured credit ratings and on the ratio of commitments utilized to the total commitments available under both facilities. At the Partnership’s current ratings, the applicable margin over LIBOR and facility fees payable are as follows:

	364-day		Multi-year
	Margin	Facility Fee	Margin	Facility Fee
Less than one-third utilization	0.475%	0.15%	0.350%	0.080%
More than one-third utilization	0.600%	0.15%	0.475%	0.080%

These facilities contain covenants that must be met in order to borrow, the most substantial of which is a limit on the ratio of consolidated total indebtedness to consolidated total capitalization of 55% or less.

On September 25, 2003, EKT US entered into a 364-day credit facility with a total commitment of $25 million. This facility may be used solely for the purpose of financing a portion of the Partnership’s margin requirements related to energy trading. Advances under the facility bear interest at LIBOR plus 0.75% and the Partnership is required to pay a facility fee at a rate of 0.125% per annum on the total commitment regardless of usage. As of December 31, 2003, $25 million was outstanding under this facility at a weighted-average interest rate of 1.85%. EKLP has guarantee obligations for EKT US under this facility. This facility contains covenants substantially similar to those in EKLP’s 364-day and multi-year credit facilities. This facility expires on September 23, 2004.

On December 1, 2003, EKT Europe entered into an uncommitted short-term credit facility with a limit of 10 million British pounds. This facility may be used for overdrafts and for money market loans. Overdrafts are repayable upon demand and money market loans are due at maturity. Advances under the facility bear interest at the bank’s cost of funds plus 0.75%. As of December 31, 2003, loans in the amount of 4.1 million British pounds ($7.3 million) were outstanding at a weighted‑average interest rate of 1.84%. EKLP has guarantee obligations for EKT Europe under this facility. This facility expires on April 24, 2004.

As of December 31, 2003, the Partnership was in compliance with all covenants under the facilities discussed above.

Long-Term Debt

On August 21, 2003, EKLP issued $200 million of senior unsecured notes at 3.65%, due August 20, 2006. These senior notes were offered at a discounted issue price of 99.955%, resulting in an effective interest rate of 3.67%. These senior notes rank equally with all other existing senior unsecured indebtedness of the Partnership. These senior notes are redeemable at the option of the Partnership, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at a price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments of principal and interest, exclusive of interest accrued to the date of redemption, at the applicable Treasury yield plus 25 basis points.

On July 24, 2001, EKLP issued $300 million of senior unsecured notes at 6.9%, due August 1, 2011. These senior notes were offered at a discounted issue price of 99.698%, resulting in an effective interest rate of 6.92%. These senior notes rank equally with all other existing unsecured indebtedness of the Partnership. These senior notes are redeemable at the option of the Partnership, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at a price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments of principal and interest, exclusive of interest accrued to the date of redemption, at the applicable Treasury yield plus 20 basis points.

Other Credit Facilities

On October 31, 2003, EKT Europe entered into a 364-day credit facility with a commitment of 40 million British pounds. This facility may be utilized for the issuance of letters of credit and bank guarantees related to the trading activity of EKT Europe. At December 31, 2003, letters of credit/bank guarantees in the amount of 19.3 million British pounds were outstanding ($34.6 million). The letter of credit/bank guaranty fees paid under this facility vary based on the Partnership’s senior unsecured credit ratings. At the Partnership’s current ratings, the fee is 0.75% per annum on the total amount of credits outstanding from time-to-time. The Partnership is not required to pay a facility fee or utilization fee under this facility. This facility contains covenants substantially similar to those in the 364-day and multi-year facilities. This facility expires on October 29, 2004

On December 1, 2003, EKT Europe entered into an uncommitted short-term credit facility with a limit of 25 million British pounds. This facility may be used for the issuance of letters of credit and bank guarantees related to the trading activity of EKT Europe. At December 31, 2003, letters of credit/bank guarantees in the amount of 15.1 million British pounds were outstanding ($27.0 million). The letter of credit/bank guaranty fee is 0.675% per annum on the total amount of credits outstanding from time to time. EKT Europe is not required to pay a facility fee or utilization fee under this facility. This facility expires on April 24, 2004.

Debt Maturity Schedule

Aggregate maturities of the principal amount of debt for the next five years and in total thereafter are as follows (in millions):

2004	$      32
2005	–
2006	200
2007	–
2008	–
Thereafter	300
Total	$    532

10. Commitments and Contingencies

Partnership Matters

Litigation – The Partnership is party to various legal actions arising in the normal course of business. Management believes that the disposition of outstanding legal actions will not have a material adverse impact on the Partnership’s consolidated financial position.

Environmental and Other Indemnification Matters – Koch Energy, Inc., indemnified the Partnership for all known environmental liabilities as of February 1, 2001, arising from conditions existing or events occurring at Gulf South operations prior to the inception of the Partnership. In addition, Koch Energy, Inc., and affiliates of Entergy have indemnified the Partnership for any unknown environmental liabilities that occurred prior to February 1, 2001, related to the respective assets contributed to the Partnership by such parties, which are identified before the tenth anniversary date of the Partnership’s formation. Any such environmental liabilities first identified prior to the sixth anniversary date are subject to a $50,000 per event deductible while those first identified after the sixth anniversary but before the tenth anniversary date are subject to a $1.0 million per event deductible.

All environmental liabilities arising from the operations of the Partnership subsequent to January 31, 2001, are the obligation of the Partnership. Koch Energy, Inc., and affiliates of Entergy have also agreed to indemnify the Partnership for all other losses and expenses the Partnership incurs in connection with any claim, litigation, or suit arising prior to the Partnership’s formation out of the operations of the Partners’ respective businesses or assets that the Partners contributed to EKLP.

Regulatory Matters– EKLP is subject to regulation by various federal, state, and local government agencies, and from time to time receives formal and informal requests for information from such agencies.

As an indirect partially owned subsidiary of Entergy, a registered holding company under the Public Utility Holding Company Act of 1935 (the “1935 Act”), EKLP generally must comply with certain requirements established in the 1935 Act, as well as rules and orders issued by the Securities and Exchange Commission under the 1935 Act that are applicable to investments by Entergy in non-utility companies.

The transportation of natural gas in interstate commerce is subject to regulation by the FERC under the Natural Gas Act and, to a lesser extent, the Natural Gas Policy Act of 1978, as amended. The FERC has jurisdiction over setting a pipeline’s rates, terms, and conditions of service, and the construction of pipeline and related facilities used in the transportation and storage of natural gas in interstate commerce, including the extension, expansion, or abandonment.

At the federal level, the FERC regulates certain activities of EKT regarding energy commodity transportation and wholesale trading. EKT is also subject to certain aspects of the jurisdiction of the Commodity Futures Trading Commission (“CFTC”).

EKT Matters

Commodity Futures Trading Commission Matter– On March 26, 2003, the FERC published a “Final Report on Price Manipulation in Western Markets,” focusing on gas and power activity in California. EKT was listed in the FERC report among the entities that had allegedly engaged in so-called “wash trading” in the gas markets with respect to 61 pairs of trades. In addition, EKT received a subpoena from the CFTC seeking certain information about its gas and power business, relating to so-called “wash trades,” and about information furnished to energy industry publications. EKT also received a document request in connection with an informal inquiry by the Securities and Exchange Commission (the “SEC”) relating to so-called “wash trades.”

On January 28, 2004, the CFTC approved an order settling the administrative action relating to the CFTC’s investigation. EKT agreed to pay a civil penalty of $3 million without admitting or denying the CFTC’s findings and has recorded such amount in the accompanying consolidated financial statements. The order cites EKT for reporting false price information. There were no findings of price manipulation, attempted price manipulation, or wash trading made against EKT or the Partnership. The CFTC notified EKT that this settlement concluded the issues that were subject of their investigation. In filing this order, the CFTC noted EKT’s cooperation in this matter. The order requires EKT’s continued cooperation with the CFTC.

Cornerstone Matter – On August 18, 2003, Cornerstone Propane Partners, LP filed suit against EKT and other entities on behalf of a putative class of persons who purchased and/or sold natural gas futures and options contracts on the New York Mercantile Exchange (“NYMEX”) between January 1, 2000 to December 31, 2002. On November 14, 2003, Dominick Viola filed a similar complaint, naming EKT. On November 25, 2003, the District Court for the Southern District of New York consolidated these cases with two other cases, neither of which named EKT as a defendant. On January 20, 2004, the plaintiffs filed a consolidated class action complaint which alleges violations of the Commodity Exchange Act including manipulation (Section 9(a)), wash trades (Section 4c), and aiding and abetting violations of the Act (Section 22(a)). On February 19, 2004, the defendants, including EKT, filed a motion to dismiss this consolidated complaint. EKT intends to vigorously defend this action.

Other – In addition, EKT has received several formal and informal requests for information from various regulatory and governmental agencies in connection with the Partnership’s gas and power businesses. At this point the Partnership does not believe that these inquiries will result in a material impact on the Partnership.

Gulf South Matters

Napoleonville Salt Dome Matter – On or about December 24, 2003, natural gas was observed bubbling at the surface near two solution-mined salt caverns leased and operated by Gulf South for natural gas storage in Napoleonville, Lousiana. Gulf South commenced remediation efforts immediately. Those remediation efforts are ongoing. Additionally, two class action lawsuits have been filed to date relating to this incident, a declaratory judgment action has been filed against Gulf South by the lessor of the property, and it is reasonably possible that additional actions may be filed against Gulf South. Included in these consolidated financial statements is a liability for estimated costs of approximately $14 million, which have been expensed, related to this matter.

Gulf South’s insurance policies provide for contractual reimbursements for, among other things, property damage, remediation costs, and third-party claims; and the Partnership may receive insurance reimbursements for substantially all costs incurred in excess of the deductibles underlying its policies. At this point in time, none of the insurers have declined coverage, although not all of the insurers have agreed to reimburse Gulf South for all costs and losses incurred above the deductibles underlying its insurance policies. The Partnership is vigorously pursuing its insurance claims, and any recovery under Gulf South’s insurance policies will be recorded when realization becomes probable.

While Gulf South believes its cost estimates are reasonable, it is possible that as additional facts become available, additional charges may be required. At this time, Gulf South cannot assess whether future costs, if any, will be material in the period in which they are recorded.

Wyble Lawsuit – On July 26, 2002, the following lawsuit was filed against Gulf South Pipeline Company, LP, and GS Pipeline Company, LLC, both subsidiaries of EKLP: Joseph Wyble, Robert May, Robert Hames, and Winston Land & Cattle Company, Inc. vs. Gulf South Pipeline Company, LP and GS Pipeline Company, LLC; Civil Action No. 9:02 CV 200 In the United States District Court for the Eastern District of Texas, Lufkin Division. This lawsuit involved allegations that Gulf South violated the federal Natural Gas Pipeline Safety Act (“PSA”) and sought injunctive and other relief to prevent Gulf South’s alleged continuation of unsafe operating practices in violation of the PSA. A hearing on Gulf South’s motions for partial summary judgment, which sought to limit the scope of the trial, was held on February 20, 2004.  On March 3, 2004, Gulf South's motion for partial summary judgment was granted.  The ruling indicated that plaintiffs did not have standing to bring an action for "remote violations" (i.e. violations which did not occur on their properties).  This ruling substantially limited the scope of the case against Gulf South.  On March 4, 2004, the parties entered into a memorandum of understanding that agreed to settle the action pursuant to confidential terms that were not material to the partnership.

Non-Cancelable Operating Obligations

Optimization contracts – EKT is required to make specified minimum payments relative to optimizing certain customers’ natural gas storage and transportation assets. For the years ended December 31, 2003 and 2002, and eleven months ended December 31, 2001, approximately $30.5 million, $20.4 million, and $6.6 million, respectively, of these specified minimum payments were made. EKT’s minimum future commitments related to these items as of December 31, 2003, are as follows (in thousands):

2004	$   39,126
2005	17,246
2006	6,850
2007	4,582
2008	1,144
Total	$   68,948

Operating leases – EKLP has various noncancelable operating lease commitments extending through the year 2014. Total operating lease expense for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, were $6.3 million, $6.5 million, and $6.1 million, respectively. EKLP’s minimum future commitments related to these items as of December 31, 2003, are as follows (in thousands):

2004	$   5,579
2005	5,590
2006	5,568
2007	5,324
2008	5,074
Thereafter	16,581
Total	$   43,716

11. Related-Party Transactions

EKT US is a party to an electric power purchase and sale agreement with an Entergy affiliate to provide various energy risk management services. For the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, EKT US received $3.5 million, $3.9 million, and $3.6 million, respectively, from the Entergy affiliate as reimbursement for the resources needed to provide these services.

EKT Europe was party to an Energy Management Agreement with Entergy affiliates whereby EKT Europe provides various risk management services for the Entergy affiliates. For the year ended December 31, 2002, and the eleven months ended December 31, 2001, EKT Europe received $0.9 million and $1.1 million, respectively, from the Entergy affiliate as reimbursement for the resources needed to provide these services. This agreement has expired and the amount received by EKT Europe for the year ended December 31, 2003 was immaterial.

At December 31, 2003, in assets and liabilities from trading activities are assets of $15.5 million and liabilities of $8.7 million relative to transactions with Entergy and Koch affiliates. At December 31, 2002, included in assets and liabilities from trading activities are assets of $30.0 million and liabilities of $28.9 million relative to transactions with Entergy and Koch affiliates.

Included in the net gain from trading activities for the year ended December 31, 2003, are affiliate revenues of $538.6 million (2.3% of trading revenues), affiliate cost of sales of $188.2 million (0.8% of trading cost of sales), and net realized affiliate gain of $17.7 million from financial instruments. Included in the net gain from trading activities for the year ended December 31, 2002, are affiliate revenues of $434.0 million (2.7% of trading revenues), affiliate cost of sales of $424.4 million (3.2% of trading cost of sales), and net realized affiliate loss of $9.0 million from financial instruments. Included in the net gain from trading activities for the eleven months ended December 31, 2001, are affiliate revenues of $466.3 million (4.8% of trading revenues), affiliate cost of sales of $607.9 million (6.2% of trading cost of sales), and net realized affiliate gain of $15.4 million from financial instruments.

EKLP has a building operating lease agreement with Entergy and Koch extending to the years 2014 and 2011, respectively. The Partnership had related rent expense of approximately $4.0 million, $3.1 million, and $2.6 million for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, respectively.

Gulf South has trade receivables with an affiliate, Entergy, in the amounts of $0.6 million and $0.6 million as of December 31, 2003 and 2002, respectively. Gulf South provided transportation and storage services to Entergy and related companies in the amount of $7.7 million and $8.1 million for the years ended December 31, 2003 and 2002, respectively.

Additionally, the Partnership purchased information technology services from a Koch affiliate in the amount of $11.2 million, $12.0 million, and $9.4 million, for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, respectively.

Included in receivables from Partners at December 31, 2003, are amounts related to certain incentive compensation obligations that existed prior to the formation of the Partnership, which were paid by the Partnership. Such amounts are expected to be fully reimbursed by January 2004.

See also Note 12, “Partners’ Capital,” for indemnification provided by Entergy.

12. Partners’ Capital

The February 1, 2001, partners’ capital balances represent the Partnership’s consolidated financial position on its date of inception based on the contribution of cash and other monetary assets, contracts held for trading purposes, and property, plant, and equipment pursuant to the Amended and Restated Contribution Agreement for Entergy-Koch, LP, dated May 26, 2000, between certain wholly owned subsidiaries of the Partners.

The assets and liabilities contributed by Koch have been recorded at the Partnership’s estimate of fair value, subject to the total implicit fair value established by the net monetary assets contributed by Entergy.

The assets and liabilities contributed by Entergy, which are primarily assets from trading activities, have been recorded at the Partnership’s estimate of fair value, except for property, plant, and equipment, which was recorded at Entergy’s book value. The following table illustrates how the assets and liabilities contributed by the Partners are adjusted to the fair value estimated by the Partnership at inception.

Entergy contributed the following assets to the Partnership:

	(In Thousands)
Monetary assets:
Cash	$     160,486
Other working capital – net	(12,637)
Trade receivables purchased from Koch	306,969
Additional capital of $72.75 million due in three years or upon       liquidation (at estimated present value)	60,872
Note payable to Entergy from Partnership	(106,000)
Total monetary contributions	409,690
Non-monetary assets – primarily assets from trading activities at estimated    fair market value	31,635
Total contributed capital – Entergy	$     441,325

Koch contributed the following assets to the Partnership:

	(In Thousands)
Capital of pipeline and trading business	$     415,480
Repayment of capital of pipeline and trading business funded by EKLP    borrowing non-recourse to Koch	(300,000)
Note payable to Koch from Partnership	(106,000)
Agreed return of capital of $72.75 million due upon contribution by    Entergy (at estimated present value)	(60,872)
Net book deficit of contributed assets, after distributions	(51,392)
Fair value adjustment to the Koch contributed assets	461,082
Total contributed capital – Koch	$     409,690
Total beginning equity	$     851,015

In addition, the Partnership also paid Koch approximately $165.8 million at Inception relative to amounts due Koch, which were payables of the contributed trading business.

Upon Inception, the Partnership executed notes payable to Entergy Power International Holdings Corporation for $106 million and Koch Energy, Inc., for $106 million due on or before May 31, 2001. The notes were secured by certain receivables and contractual agreements of the Partnership. On March 29, 2001, the Partnership completely paid the $212 million of notes payable to the Partners with associated interest expense of $1.7 million.

Pursuant to the Partnership Agreement, one of the limited partners and one of the members of the general partner made a contribution of $72.7 million in January 2004. The equivalent amounts were distributed to the remaining limited partner and the other member of the general partner. In addition, in January 2004 certain assets of the Partnership were revalued to measure the economic impact to the Partners at this date. Such revaluation will not have any effect on the historical cost basis consolidated financial statements of the Partnership.

In 2002, EKLP had a contractual dispute with a counterparty and the resulting loss was indemnified by Entergy. In connection with the indemnification, the Partnership recorded a receivable from Entergy of $32.8 million and a corresponding contribution to capital in the accompanying statement of changes in partners’ capital as December 31, 2002. The $32.8 million was paid by Entergy to the Partnership on February 7, 2003. As part of the indemnification arrangement, beginning in January 2003, Entergy is entitled to all the benefits and detriments associated with the contractual agreements with the counterparty. EKLP continues to service the power needs of the counterparty on behalf of Entergy, and as a result of that arrangement, has a $2.8 million receivable (included in receivables from affiliates) from Entergy at December 31, 2003.

13. Employee Retirement Plans

For its domestic operations, the Partnership established the Money Purchase Pension Plan, which is available to all active employees meeting certain minimum requirements. This plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Under the terms of the plan, 4% of employees’ base compensation is contributed to the plan.

For its domestic operations, the Partnership also established the 401(k) Retirement Plan, which is available to all active employees. This plan is a defined contribution plan subject to the provisions of the ERISA. Under the terms of the plan, employees may contribute a percentage of their annual salary, subject to Internal Revenue Service limits, with the Partnership matching 100% of the first 6% contributed by employees with over one year of service.

For its European operations, the Partnership established a Group Personal Pension Plan, which is available to all active employees and is managed by Scottish Equitable. Under the terms of the plan, employees can contribute from 2% to 5% of their base compensation on a pretax basis. The Partnership will contribute from 3% to 8% of an employee’s base compensation depending on the amount that the employee contributes to the plan.

For its employees’ participation in these plans, the Partnership recorded expense for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, of approximately $4.5 million, $4.4 million, and $4.2 million, respectively. Partnership contributions to the above plans are subject to vesting requirements.

14. Taxes

EKT Europe is subject to UK taxes. The net income before income taxes and cumulative effect of change in accounting principle attributed to European operations for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, is $20.6 million, $9.8 million, and $10.7 million, respectively. The total income tax expense related to the net income before income taxes and cumulative effect of change in accounting principle that is attributed to foreign operations is $4.5 million, $3.7 million, and $3.5 million for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, respectively. Such income tax expense amounts were reflected as current income taxes. A tax benefit of $4.5 million is included in the cumulative effect of a change in accounting principle for the year ended December 31, 2003.

15. Business Segment Information

The Partnership has two operating business segments: pipeline services and trading services. Pipeline services provides gathering, transportation, and storage services for natural gas in the Gulf Coast region of the United States via its interstate pipeline. Trading services engages in physical and financial natural gas trading and weather trading throughout the United States, the United Kingdom, Western Europe, and Canada, as well as physical and financial power trading throughout the United States, the United Kingdom, and Western Europe. Trading services also provides asset optimization services in the United States. For segment reporting purposes, all of trading services’ operations have been aggregated as one reportable segment due to similarities in their operations as permitted by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The non-operating segment consists of corporate activities.

The significant accounting policies of the segments are the same as those described in the summary of significant accounting policies as discussed in Note 2. The Partnership accounts for intersegment transactions at prices comparable to those received from unaffiliated customers and in some instances are affected by regulatory considerations.

Summarized financial information by segment is presented in the tables below. Reconciliations of total reportable segment amounts are reconciled to the consolidated totals following the tables.

	Year Ended December 31, 2003
	Trading Services	Pipeline Services	Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –	$   211,739	$   211,739
Trading net gain:
Net gain for reportable segments	311,719(1)	–	311,719
Depreciation and amortization expense	11,790	31,061	42,851
Operating income	182,036	18,003	200,039
Interest income	3,046	1,110	4,156
Interest expense	(12,170)	(403)	(12,573)
Income taxes	4,494	–	4,494
Net income	185,258	18,107	203,365
Capital expenditures	8,579	79,698	88,277
Total assets at December 31, 2003	2,430,247(2)	1,025,398	3,455,645

⁽¹⁾     Includes net gain from trading activities from foreign operations of approximately $55.1 million principally attributed to EKT Europe.

⁽²⁾  Includes assets of $866.9 million of foreign operations principally attributed to European and Canadian

	Year Ended December 31, 2002
	Trading Services	Pipeline Services		Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –		$   205,236	$   205,236
Trading net gain:
Net gain for reportable segments	197,372(1)		–	197,372
Depreciation and amortization expense	11,233		30,854	42,087
Operating income	69,783		73,868	143,651
Interest income	3,217		2,368	5,585
Interest expense	(8,176)		–	(8,176)
Income taxes	3,684		–	3,684
Net income	79,542		75,312	154,854
Capital expenditures	9,364		40,769	50,133
Total assets at December 31, 2002	2,353,102(2)		1,087,466	3,440,568

⁽¹⁾     Includes net gain from trading activities from foreign operations of approximately $28.8 million attributed to EKT Europe.

⁽²⁾     Includes assets of $678.3 million of foreign operations principally attributed to EKT Europe.

	Eleven Months Ended December 31, 2001
	Trading Services	Pipeline Services	Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –	$   183,059	$   183,059
Trading net gain:
Net gain for reportable segments	234,685(1)	–	234,685
Depreciation and amortization expense	9,036	26,245	35,281
Operating income	146,233	62,978	209,211
Interest income	3,472	1,160	4,632
Interest expense	(7,635)	–	(7,635)
Income taxes	3,510	–	3,510
Net income	138,296	61,630	199,926
Capital expenditures	5,468	21,401	26,869
Total assets at December 31, 2001	1,748,844(2)	1,030,916	2,779,760

⁽¹⁾   Includes net gain from trading activities from foreign operations of approximately $22.9 million principally attributed to EKT Europe.

⁽²⁾   Includes assets of $499.8 million of foreign operations principally attributed to EKT Europe.

The reconciliations of natural gas pipeline revenues, net gain from trading activities, net income, and total assets for reportable segments to the consolidated totals are as follows:

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Natural gas pipeline revenues
Total revenues for reportable segment	$   211,739	$    205,236	$     183,059
Elimination of intersegment balances	(34,938)	(44,152)	(21,959)
Total natural gas pipeline consolidated revenues	$       176,801	$         161,084	$         161,100
Net gain from trading activities
Total net gain for reportable segment	$       311,719	$         197,372	$         234,685
Elimination of intersegment balances	27,643	62,100	23,062
Total consolidated net gain from trading activities	$       339,362	$         259,472	$         257,747
Operating income
Total operating income for reportable segments	$       200,039	$         143,651	$         209,211
Elimination of intersegment balances	(7,295)	17,948	1,103
All other	88	(6,370)	(2,716)
Total consolidated operating income	$       192,832	$         155,229	$         207,598
Interest income
Total interest income for reportable segments	$           4,156	$             5,585	$             4,632
Elimination of intersegment balances	(9,319)	(6,411)	(5,546)
All other	11,183	2,554	3,782
Total consolidated interest income	$           6,020	$             1,728	$             2,868
Interest expense
Total interest expense for reportable segments	$        (12,573)	$            (8,176)	$       (7,635)
Elimination of intersegment balances	9,319	6,411	5,546
All other	(25,273)	(20,473)	(18,739)
Total consolidated interest expense	$        (28,527)	$          (22,238)	$   (20,828)
Net income
Total net income for reportable segments	$       203,365(1)	$         154,854	$         199,926
Elimination of intersegment balances	(7,295)	17,948	(10,227)(2)
All other	(15,960)	(23,542)	(17,618)
Total consolidated net income	$       180,110	$         149,260	$         172,081

⁽¹⁾     Includes $15.2 million effect of change in accounting principle, net of tax. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” for additional information.

⁽²⁾     Includes $(11.3) million effect of change in accounting principle, net of tax. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” for additional information.

	December 31,
	2003	2002
Total assets
Total assets for reportable segments	$  3,455,645	$ 3,440,568
Elimination of intersegment balances	(10,717)	6,545
All other	272,714	(10,898)
Total consolidated assets	$  3,717,642	$ 3,436,215

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EX-4

Exhibit 4(a)9

ENTERGY CORPORATION

OFFICER'S CERTIFICATE

Steven C. McNeal, the Vice President and Treasurer of Entergy Corporation, a Delaware corporation (the "Company"), pursuant to the authority granted in the Board Resolutions of the Company dated May 11, 2000 and July 25, 2003, and Sections 102, 201 and 301 of the Indenture defined herein, does hereby certify to Deutsche Bank Trust Company Americas, as trustee (the "Trustee") under the Indenture (For Unsecured Debt Securities) of the Company dated as of December 1, 2002 (the "Indenture") that:

1. The Securities of the seventh series to be issued under the Indenture shall be designated "6.23% Senior Notes due March 15, 2008" (the "Senior Notes"). All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in Exhibit A hereto; all capitalized terms used in this certificate which are not defined herein or in Exhibit A hereto shall have the meanings set forth in the Indenture.
    
2. The Senior Notes shall be issued by the Company in the initial aggregate principal amount of $15,000,000. Additional Senior Notes, without limitation as to amount, having substantially the same terms as the Outstanding Senior Notes (except a different issue date and issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the Outstanding Senior Notes, and, if no interest has been paid, from November 20, 2003), may also be issued by the Company pursuant to the Indenture without the consent of the existing Holders of the Senior Notes. Such additional Senior Notes shall be part of the same series as the Outstanding Senior Notes.
    
3. The Senior Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on March 15, 2008.
    
4. The Senior Notes shall bear interest as provided in the form thereof set forth in Exhibit A hereto. For the purposes of Section 310 of the Indenture, a period from and including the 15^th of one month to but not including the 15^th of the next month will be considered a full month.
    
5. The principal of, and premium, if any, and each installment of interest on the Senior Notes shall be payable upon presentation of the Senior Notes at the office or agency of the Company in The City of New York; provided that payment of principal of, premium, if any, and each installment of interest may be made at the option of the Company by check mailed to the address of the persons entitled thereto or by wire transfer to an account designated by the person entitled thereto; and provided further that after payment of the Senior Notes in full, the Holders thereof shall promptly surrender such Senior Notes at the office or agency of the Company in The City of New York. Notices and demands to or upon the Company in respect of the Senior Notes and the Indenture may be served at the office or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment and service of notices and demands and the Company hereby appoints Deutsche Bank Trust Company Americas as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such office or agency and such agent. The registration and registration of transfers and exchanges in respect of the Senior Notes may be effected at the Corporate Trust Office of the Trustee. The Trustee will initially be the Security Registrar and the Paying Agent for the Senior Notes.
    
6. The Senior Notes will be redeemable at the option of the Company prior to the Stated Maturity of the principal thereof as provided in the form thereof set forth in Exhibit A hereto.
    
7. No service charge shall be made for the registration of transfer or exchange of the Senior Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.
    
8. If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Senior Notes, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer's Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer's Certificate, either:

(A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Senior Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Senior Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent p ublic accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Senior Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.

9. So long as any Senior Notes remain Outstanding, the Company will comply with the following covenants in addition to those specified in Article Six of the Indenture:

(a) Limitation on Debt. The Company shall not permit the total principal amount of all Debt of the Company and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization, as defined below, determined as of the last day of the Company's most recently ended fiscal quarter. For purposes of this restriction "Debt" and "Capitalization" shall not include junior subordinated deferrable interest debentures of a Significant Subsidiary issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization," and any Debt of any subsidiary of the Company that is Non-Recourse Debt. "Non-Recourse Debt" means any Debt of any subsidiary of the Company that does not constitute Debt of the Company or of any Significant Subsidiary. "Capitalization" means, as of any date of determination, with respect to the Company and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Company and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Company and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

(b) Disposition of Assets. The Company will not sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of any Principal Utility Subsidiary (as defined below), or permit any Principal Utility Subsidiary to issue, sell or otherwise dispose of any of its shares of voting common stock (or of stock or other instruments convertible into voting common stock) (each such case, a "Stock Disposition"), except to the Company or to a Principal Utility Subsidiary, unless within 180 days of such Stock Disposition, the Company applies (or causes such Principal Utility Subsidiary to apply) all of the Net Available Cash (as defined below) from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Company and/or Debt of one or more Domestic Regulated Utility Subsidiaries t hat remain a subsidiary of the Company and/or (ii) to reinvest in the business of one or more Domestic Regulated Utility Subsidiaries. For purposes of this restriction, a Stock Disposition shall be treated as a separate transaction and not part of a series of transactions if it occurs 180 days or more after another Stock Disposition.

"Principal Utility Subsidiary" means Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., System Energy Resources, Inc. and any other Domestic Regulated Utility Subsidiary (i) the total assets (after intercompany eliminations) of which exceed 20% of total assets of the Company and the total assets of its subsidiaries or (ii) the net worth of which exceeds 20% of the Consolidated Net Worth of the Company and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Company and its subsidiaries. In no event shall "Principal Utility Subsidiary "include any Domestic Regulated Utility Subsidiary that as of September 30, 2002, (i) had total assets (after intercompany eliminations) which were 5% or less of the Company's total assets and the total assets of its subsidiaries at such date or (ii) had a net worth which was 5% or less of the Consolidated Net Worth of the Company and its subsidiaries at such date.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under United States generally accepted accounting principles, as a result of such Stock Disposition.

(c) Insurance. The Company will maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Trustee, within a reasonable time after written request therefor, such information as to the insurance carried as the Trustee may reasonably request;

(d) Compliance with Law. The Company will comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws. "Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurf ace strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes; and

(e) Reports to Holders of Senior Notes. The Company will deliver documents and reports specified in Section 1002 of the Indenture to the Holders of Senior Notes.

10. So long as any Senior Notes remain Outstanding, each of the following events will constitute an "Event of Default" with respect to the Senior Notes in addition to those Events of Default specified in Section 801 of the Indenture:

(a) Failure to pay any principal of or premium or interest on any Debt of the Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such a failure with respect to Securities of another series, when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure continues after the expiration of any applicable grace period specified in the agreement or instrument relating to such Debt; or

(b) Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its inability to pay debts generally, or making a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sough t in such proceeding, including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or

(c) Any judgment or order for the payment of money in excess of $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
 

11. (a) So long as any Senior Notes remain Outstanding, the first sentence of Section 802 of the Indenture shall read, and shall be applicable to the Senior Notes, as follows:

"If an Event of Default applicable to the Securities of any series but not applicable to other series of Outstanding Securities shall have occurred and be continuing or, if a Prepayment Event (as defined below) with respect to the Senior Notes shall have occurred and be continuing, either the Trustee or the Holders of a majority in aggregate principal amount of the Securities of such series or the Senior Notes, as the case may be, may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series or the Senior Notes, as the case may be, and interest accrued thereon to be due and payable immediately."

(b) For the purposes of paragraph 11(a) above, "Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to Debt of a Significant Subsidiary that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or such Debt being required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

(c) So long as any Senior Notes remain Outstanding, notwithstanding anything set forth in Section 802 of the Indenture, the Senior Notes shall become automatically due and payable upon an actual entry of an order for relief under the United States federal bankruptcy code with respect to the Company or any Significant Subsidiary.
 

12. The Senior Notes shall have such other terms and provisions as are provided in the form thereof set forth in Exhibit A hereto, and shall be issued in substantially such form.
     
13. The Senior Notes will be issued and sold by the Company pursuant to Section 4(2) of the Securities Act. Unless not required by applicable law, each Senior Note shall bear the non-registration legend in substantially the form set forth in such form set forth in Exhibit A hereto. By its acquisition of any Senior Notes, each Holder will be deemed to have agreed to the transfer restrictions contained in such legend and the other procedures and requirements relating to a transfer of Senior Notes. Nothing in the Indenture, the Senior Notes or this certificate shall be construed to require the Company to register any Senior Notes under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such Senior Notes in violation of applicable law. In connection with any transfer of Senior Notes, the transferring Holders and their transferees shall provide the Company and the Trustee with such opinions (which may be an opinion of counsel wh o is an employee of such Holder or an Affiliate thereof), certificates and other information as the Company or the Trustee may reasonably request regarding the compliance of such transfer with the Securities Act and any applicable state securities laws or any exemption therefrom, provided, however, that if the proposed transfer of Senior Notes is to a transferee that is an Institutional Investor, as defined in the separate Note Purchase Agreements dated November 20, 2003 by and between the Company and the respective purchasers named therein, the Company and the Trustee shall only require a certificate from the transferee to the effect that it is such an Institutional Investor. In connection with any transfer of the Senior Notes, the Trustee, the Security Registrar and the Company shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon such opinions, certificates and other information, received from the Holders and any transferees of a ny Senior Notes regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Senior Notes and any other facts and circumstances related to such transfer.
     
14. (a) The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance, authentication and delivery of the Senior Notes and in respect of compliance with which this certificate is made;

(b) The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

(c) In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with; and

(d) In the opinion of the undersigned, such conditions and covenants and conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the authentication and delivery of the Senior Notes requested in the accompanying Company Order No. 7, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 20th day of November, 2003.

/s/ Steven C. McNeal____________

Steven C. McNeal
Vice President and Treasurer

EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER SUCH CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW.

No. R- PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

6.23% SENIOR NOTES DUE MARCH 15, 2008

Entergy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to

or registered assigns, the principal sum of ____________________ Dollars on March 15, 2008, and to pay interest on said principal sum semi-annually on March 15 and September 15 of each year commencing March 15, 2004 (each an Interest Payment Date) at the rate of 6.23% per annum, until the principal hereof is paid or made available for payment and to pay interest, to the extent permitted by law, on any overdue principal and interest, at the rate of 6.23% per annum. Interest on the Securities of this series will accrue from, and include, November 20, 2003, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day next preceding such Interest Payment Date, provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of, and premium, if any, and interest on this Security will be made upon presentation at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, provided, however, that, at the option of the Company, the principal of, and premium, if any, and interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided, further, that, after payment in full of this Security the Holder shall promptly surrender this Security at the office or agency of the Company in The City of New York, the State of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Any capitalized term which is used herein and not otherwise defined shall have the meaning ascribed to such term in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ENTERGY CORPORATION

By:_______________________________________

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

Deutsche Bank Trust Company Americas, as Trustee

By:_______________________________________
Authorized Signatory

[FORM OF REVERSE OF SENIOR NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of December 1, 2002 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer's Certificate filed with the Trustee on November 20, 2003 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and del ivered.

The Securities of this series will be redeemable at the option of the Company prior to the Stated Maturity (each a "Redemption Date"), in whole or in part, at any time. The Company will give notice of its intent to redeem such Securities of this series at least 30 days prior to the Redemption Date. If the Company redeems all or any part of the Securities of this series, it will pay a Redemption Price (the "Redemption Price") equal to the greater of

(1) 100% of the principal amount of the Securities of this series being redeemed, or

(2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed (excluding the portion of any such interest accrued to the 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 0.50%,

plus, in each case, accrued and unpaid interest on the Securities of this series being redeemed to the Redemption Date.

"Adjusted Treasury Rate" means, with respect to any Redemption Date:

(1) 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 Securities of this 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 line basis, rounding to the nearest month); or

(2) 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.

"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this 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 maturity to the remaining term of the Securities of this series.

"Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

"Independent Investment Banker" means Barclays Capital Inc. 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.

"Reference Treasury Dealer" means (1) Barclays Capital Inc. and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

"Reference Treasury Dealer Quotations" means, 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 Company shall deliver to the Trustee before any Redemption Date for the Securities of this series its calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may presume the correctness of, and shall be fully protected in acting upon the Company's calculation of any Redemption Price of the Securities of this series.

In lieu of stating the Redemption Price, notices of redemption of the Securities of this series shall state substantially the following: "The Redemption Price of the Securities of this series to be redeemed shall equal the sum of (a) the greater of (i) 100% of the principal amount of such Senior Notes, or (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 the Senior Notes being redeemed (excluding the portion of any such interest accrued to the 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 0.50%."

If less than all of the Securities of this series are to be redeemed consistent with the terms hereof, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series on a pro rata basis.

If at the time notice of redemption is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Redemption Date and such notice shall be of no effect unless such moneys are received.

Upon payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer's Certificate described above.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the Securities Act and that the Securities of this series may not be offered or sold except as permitted in the non-registration legend on the face of this Security.

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor statute),except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding to waive compliance by the Company with certain provisions of the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Ou tstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $100,000 and in any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the Officer's Certificate establishing the terms of the Securities of this series.

EX-4

Exhibit 4(a)10

ENTERGY CORPORATION

OFFICER'S CERTIFICATE

Steven C. McNeal, the Vice President and Treasurer of Entergy Corporation, a Delaware corporation (the "Company"), pursuant to the authority granted in the Board Resolutions of the Company dated May 11, 2000 and July 25, 2003, and Sections 102, 201 and 301 of the Indenture defined herein, does hereby certify to Deutsche Bank Trust Company Americas, as trustee (the "Trustee") under the Indenture (For Unsecured Debt Securities) of the Company dated as of December 1, 2002 (the "Indenture") that:

1. The Securities of the sixth series to be issued under the Indenture shall be designated "6.90% Senior Notes due November 15, 2010" (the "Senior Notes"). All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in Exhibit A hereto; all capitalized terms used in this certificate which are not defined herein or in Exhibit A hereto shall have the meanings set forth in the Indenture.
    
2. The Senior Notes shall be issued by the Company in the initial aggregate principal amount of $140,000,000. Additional Senior Notes, without limitation as to amount, having substantially the same terms as the Outstanding Senior Notes (except a different issue date and issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the Outstanding Senior Notes, and, if no interest has been paid, from November 20, 2003), may also be issued by the Company pursuant to the Indenture without the consent of the existing Holders of the Senior Notes. Such additional Senior Notes shall be part of the same series as the Outstanding Senior Notes.
    
3. The Senior Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on November 15, 2010.
    
4. The Senior Notes shall bear interest as provided in the form thereof set forth in Exhibit A hereto. For the purposes of Section 310 of the Indenture, a period from and including the 15^th of one month to but not including the 15^th of the next month will be considered a full month.
    
5. The principal of, and premium, if any, and each installment of interest on the Senior Notes shall be payable upon presentation of the Senior Notes at the office or agency of the Company in The City of New York; provided that payment of principal of, premium, if any, and each installment of interest may be made at the option of the Company by check mailed to the address of the persons entitled thereto or by wire transfer to an account designated by the person entitled thereto; and provided further that after payment of the Senior Notes in full, the Holders thereof shall promptly surrender such Senior Notes at the office or agency of the Company in The City of New York. Notices and demands to or upon the Company in respect of the Senior Notes and the Indenture may be served at the office or agency of the Company in The City of New York. The Corporate Trust Office of the Trustee will initially be the agency of the Company for such payment and service of notices and demands and the Company hereby appoints Deutsche Bank Trust Company Americas as its agent for all such purposes; provided, however, that the Company reserves the right to change, by one or more Officer's Certificates, any such office or agency and such agent. The registration and registration of transfers and exchanges in respect of the Senior Notes may be effected at the Corporate Trust Office of the Trustee. The Trustee will initially be the Security Registrar and the Paying Agent for the Senior Notes.
    
6. The Senior Notes will be redeemable at the option of the Company prior to the Stated Maturity of the principal thereof as provided in the form thereof set forth in Exhibit A hereto.
    
7. No service charge shall be made for the registration of transfer or exchange of the Senior Notes; provided, however, that the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange or transfer.
    
8. If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Senior Notes, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer's Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer's Certificate, either:

(A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Senior Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Senior Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent p ublic accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or

(B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Senior Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected.
 

9. So long as any Senior Notes remain Outstanding, the Company will comply with the following covenants in addition to those specified in Article Six of the Indenture:

(a) Limitation on Debt. The Company shall not permit the total principal amount of all Debt of the Company and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization, as defined below, determined as of the last day of the Company's most recently ended fiscal quarter. For purposes of this restriction "Debt" and "Capitalization" shall not include junior subordinated deferrable interest debentures of a Significant Subsidiary issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization," and any Debt of any subsidiary of the Company that is Non-Recourse Debt. "Non-Recourse Debt" means any Debt of any subsidiary of the Company that does not constitute Debt of the Company or of any Significant Subsidiary. "Capitalization" means, as of any date of determination, with respect to the Company and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Company and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Company and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

(b) Disposition of Assets. The Company will not sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of any Principal Utility Subsidiary (as defined below), or permit any Principal Utility Subsidiary to issue, sell or otherwise dispose of any of its shares of voting common stock (or of stock or other instruments convertible into voting common stock) (each such case, a "Stock Disposition"), except to the Company or to a Principal Utility Subsidiary, unless within 180 days of such Stock Disposition, the Company applies (or causes such Principal Utility Subsidiary to apply) all of the Net Available Cash (as defined below) from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Company and/or Debt of one or more Domestic Regulated Utility Subsidiaries t hat remain a subsidiary of the Company and/or (ii) to reinvest in the business of one or more Domestic Regulated Utility Subsidiaries. For purposes of this restriction, a Stock Disposition shall be treated as a separate transaction and not part of a series of transactions if it occurs 180 days or more after another Stock Disposition.

"Principal Utility Subsidiary" means Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., System Energy Resources, Inc. and any other Domestic Regulated Utility Subsidiary (i) the total assets (after intercompany eliminations) of which exceed 20% of total assets of the Company and the total assets of its subsidiaries or (ii) the net worth of which exceeds 20% of the Consolidated Net Worth of the Company and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Company and its subsidiaries. In no event shall "Principal Utility Subsidiary "include any Domestic Regulated Utility Subsidiary that as of September 30, 2002, (i) had total assets (after intercompany eliminations) which were 5% or less of the Company's total assets and the total assets of its subsidiaries at such date or (ii) had a net worth which was 5% or less of the Consolidated Net Worth of the Company and its subsidiaries at such date.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under United States generally accepted accounting principles, as a result of such Stock Disposition.

(c) Insurance. The Company will maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Trustee, within a reasonable time after written request therefor, such information as to the insurance carried as the Trustee may reasonably request;

(d) Compliance with Law. The Company will comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws. "Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurf ace strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes; and

(e) Reports to Holders of Senior Notes. The Company will deliver documents and reports specified in Section 1002 of the Indenture to the Holders of Senior Notes.
 

10. So long as any Senior Notes remain Outstanding, each of the following events will constitute an "Event of Default" with respect to the Senior Notes in addition to those Events of Default specified in Section 801 of the Indenture:

(a) Failure to pay any principal of or premium or interest on any Debt of the Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such a failure with respect to Securities of another series, when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure continues after the expiration of any applicable grace period specified in the agreement or instrument relating to such Debt; or

(b)Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its inability to pay debts generally, or making a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding, including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or

(c) Any judgment or order for the payment of money in excess of $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
 

11. (a) So long as any Senior Notes remain Outstanding, the first sentence of Section 802 of the Indenture shall read, and shall be applicable to the Senior Notes, as follows:

"If an Event of Default applicable to the Securities of any series but not applicable to other series of Outstanding Securities shall have occurred and be continuing or, if a Prepayment Event (as defined below) with respect to the Senior Notes shall have occurred and be continuing, either the Trustee or the Holders of a majority in aggregate principal amount of the Securities of such series or the Senior Notes, as the case may be, may then declare the principal amount (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities of such series or the Senior Notes, as the case may be, and interest accrued thereon to be due and payable immediately."

(b) For the purposes of paragraph 11(a) above, "Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to Debt of a Significant Subsidiary that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or such Debt being required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

(c) So long as any Senior Notes remain Outstanding, notwithstanding anything set forth in Section 802 of the Indenture, the Senior Notes shall become automatically due and payable upon an actual entry of an order for relief under the United States federal bankruptcy code with respect to the Company or any Significant Subsidiary.
 

12. The Senior Notes shall have such other terms and provisions as are provided in the form thereof set forth in Exhibit A hereto, and shall be issued in substantially such form.
     
13. The Senior Notes will be issued and sold by the Company pursuant to Section 4(2) of the Securities Act. Unless not required by applicable law, each Senior Note shall bear the non-registration legend in substantially the form set forth in such form set forth in Exhibit A hereto. By its acquisition of any Senior Notes, each Holder will be deemed to have agreed to the transfer restrictions contained in such legend and the other procedures and requirements relating to a transfer of Senior Notes. Nothing in the Indenture, the Senior Notes or this certificate shall be construed to require the Company to register any Senior Notes under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such Senior Notes in violation of applicable law. In connection with any transfer of Senior Notes, the transferring Holders and their transferees shall provide the Company and the Trustee with such opinions (which may be an opinion of counsel wh o is an employee of such Holder or an Affiliate thereof), certificates and other information as the Company or the Trustee may reasonably request regarding the compliance of such transfer with the Securities Act and any applicable state securities laws or any exemption therefrom, provided, however, that if the proposed transfer of Senior Notes is to a transferee that is an Institutional Investor, as defined in the separate Note Purchase Agreements dated November 20, 2003 by and between the Company and the respective purchasers named therein, the Company and the Trustee shall only require a certificate from the transferee to the effect that it is such an Institutional Investor. In connection with any transfer of the Senior Notes, the Trustee, the Security Registrar and the Company shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon such opinions, certificates and other information, received from the Holders and any transferees of a ny Senior Notes regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Senior Notes and any other facts and circumstances related to such transfer.
     
14. (a) The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the issuance, authentication and delivery of the Senior Notes and in respect of compliance with which this certificate is made;

(b) The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers and employees of the Company familiar with the matters set forth herein;

(c) In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with; and

(d) In the opinion of the undersigned, such conditions and covenants and conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the authentication and delivery of the Senior Notes requested in the accompanying Company Order No. 6, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 20th day of November, 2003.

/s/ Steven C. McNeal________________
Steven C. McNeal
Vice President and Treasurer

EXHIBIT A

THIS NOTE HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF SUCH ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER SUCH CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED BY LAW.

No. R- PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

6.90% SENIOR NOTES DUE NOVEMBER 15, 2010

Entergy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to

or registered assigns, the principal sum of ____________________ Dollars on November 15, 2010, and to pay interest on said principal sum semi-annually on May 15 and November 15 of each year commencing May 15, 2004 (each an Interest Payment Date) at the rate of 6.90% per annum, until the principal hereof is paid or made available for payment and to pay interest, to the extent permitted by law, on any overdue principal and interest, at the rate of 6.90% per annum. Interest on the Securities of this series will accrue from, and include, November 20, 2003, to the first Interest Payment Date, and thereafter will accrue from the last Interest Payment Date to which interest has been paid or duly provided for. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of such delay) with the same force and effect as if made on the Interest Pa yment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day next preceding such Interest Payment Date, provided, however, that interest payable at Maturity will be paid to the Person to whom principal is paid. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal of, and premium, if any, and interest on this Security will be made upon presentation at the office or agency of the Company maintained for that purpose in The City of New York, the State of New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, provided, however, that, at the option of the Company, the principal of, and premium, if any, and interest on this Security may be paid by check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto; and provided, further, that, after payment in full of this Security the Holder shall promptly surrender this Security at the office or agency of the Company in The City of New York, the State of New York.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Any capitalized term which is used herein and not otherwise defined shall have the meaning ascribed to such term in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

ENTERGY CORPORATION

By:_______________________________________

[FORM OF CERTIFICATE OF AUTHENTICATION]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

Deutsche Bank Trust Company Americas, as Trustee

By:_______________________________________
Authorized Signatory

[FORM OF REVERSE OF SENIOR NOTE]

This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of December 1, 2002 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer's Certificate filed with the Trustee on November 20, 2003 creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and del ivered.

The Securities of this series will be redeemable at the option of the Company prior to the Stated Maturity (each a "Redemption Date"), in whole or in part, at any time. The Company will give notice of its intent to redeem such Securities of this series at least 30 days prior to the Redemption Date. If the Company redeems all or any part of the Securities of this series, it will pay a Redemption Price (the "Redemption Price") equal to the greater of

(1) 100% of the principal amount of the Securities of this series being redeemed, or

(2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed (excluding the portion of any such interest accrued to the 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 0.50%,

plus, in each case, accrued and unpaid interest on the Securities of this series being redeemed to the Redemption Date.

"Adjusted Treasury Rate" means, with respect to any Redemption Date:

(1) 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 Securities of this 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 line basis, rounding to the nearest month); or

(2) 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.

"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this 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 maturity to the remaining term of the Securities of this series.

"Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

"Independent Investment Banker" means Barclays Capital Inc. 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.

"Reference Treasury Dealer" means (1) Barclays Capital Inc. and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

"Reference Treasury Dealer Quotations" means, 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 Company shall deliver to the Trustee before any Redemption Date for the Securities of this series its calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may presume the correctness of, and shall be fully protected in acting upon the Company's calculation of any Redemption Price of the Securities of this series.

In lieu of stating the Redemption Price, notices of redemption of the Securities of this series shall state substantially the following: "The Redemption Price of the Securities of this series to be redeemed shall equal the sum of (a) the greater of (i) 100% of the principal amount of such Senior Notes, or (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 the Senior Notes being redeemed (excluding the portion of any such interest accrued to the 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 0.50%."

If less than all of the Securities of this series are to be redeemed consistent with the terms hereof, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series on a pro rata basis.

If at the time notice of redemption is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Redemption Date and such notice shall be of no effect unless such moneys are received.

Upon payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer's Certificate described above.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the Securities Act and that the Securities of this series may not be offered or sold except as permitted in the non-registration legend on the face of this Security.

This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor statute),except to the extent that the law of any other jurisdiction shall be mandatorily applicable.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding to waive compliance by the Company with certain provisions of the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Ou tstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

The Securities of this series are issuable only in registered form without coupons in denominations of $100,000 and in any integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor and of authorized denominations, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture and in the Officer's Certificate establishing the terms of the Securities of this series.

EX-4

Exhibit 4(a)11

U.S. $35,000,000

CREDIT AGREEMENT

Dated as November 24, 2003

Among

ENTERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Administrative Agent

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

as Arranger

CREDIT AGREEMENT

Dated as of November 24, 2003

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Bayerische Hypo- und Vereinsbank AG, New York Branch ("HypoVereinsbank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree as follows:

1. 
   DEFINITIONS AND ACCOUNTING TERMS

1. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Eurodollar Lending Office.

"Applicable Margin" means 185 basis points per annum for any Eurodollar Rate Advance.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Available Commitment" means, as to any Lender at any time of determination, an amount equal to the excess of (a) such Lender's Commitment over (b) the aggregate principal amount of such Lender's Advances then outstanding.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

1. the rate of interest announced publicly by HypoVereinsbank in New York, New York, from time to time, as HypoVereinsbank's base rate; and
2. 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.05(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.07 or 2.08.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

"Close", "Closing" means the execution and delivery of this Agreement by the Borrower, Administrative Agent, and the Lenders following the satisfaction or waiver by the Lenders of the conditions precedent set forth in Section 3.01.

"Commitment" has the meaning specified in Section 2.01.

"Commitment Period" means the period beginning on (and including) the date of this Agreement and ending upon (and including) the date occurring seven calendar days after the date of this Agreement.

"Consolidated EBITDA" means, for any period, the sum of (i) net income of the Borrower and its subsidiaries for such period, but excluding therefrom (to the extent otherwise included therein) any extraordinary gains or losses, plus (ii) to the extent deducted in determining such net income for such period, Consolidated Interest Expense, income taxes, distributions on preferred securities of subsidiaries, preferred dividend requirements, depreciation and amortization expense and any other non-cash charges constituting operating expense, determined in each case in accordance with generally accepted accounting principles consistently applied.

"Consolidated Interest Expense" means, for any period, the interest expense during such period in respect of Debt of the Borrower and its subsidiaries of the types described in clauses (i) through (iv) of the definition of "Debt", excluding interest in respect of nuclear fuel capital leases.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.07 or 2.08.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) liabilities in r espect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Domestic Regulated Utility Subsidiary" means a direct or indirect domestic subsidiary of the Borrower engaged in generation, transmission or distribution of electricity or the transmission or distribution of natural gas that is regulated as to rates by the Federal Energy Regulatory Commission (or successor agency) or a state or local governmental body on a cost-of-service basis.

"Eligible Assignee" means a Person (a) (i) that is (A) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $500,000,000; (B) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States or another country which is also a member of OECD; or (C) a Lender, a financial institution Affiliate of any Lender or an Approved Fund of any Lender immediately prior to an assignment and (ii) whose long-term public senior debt securities are rated at least "BBB-" by S&P or at least "Baa3" by Moody's; or (b) that is approved by the Borrower (whose approval shall not be unreasonably withheld) and the Administrative Agent.

"Entergy Arkansas" means Entergy Arkansas, Inc., an Arkansas corporation.

"Entergy Gulf States" means Entergy Gulf States, Inc., a Texas corporation.

"Entergy Louisiana" means Entergy Louisiana, Inc., a Louisiana corporation.

"Entergy Mississippi" means Entergy Mississippi, Inc., a Mississippi corporation.

"Entergy New Orleans" means Entergy New Orleans, Inc., a Louisiana corporation.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of the Reference Bank in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Age nt from the Reference Bank two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.07.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.05(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Granting Lender" has the meaning specified in Section 8.07(i).

"Guaranty Obligations" means (i) direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Indemnified Person" has the meaning specified in Section 8.04(c).

"Interest Coverage Ratio" means as of any date of determination, the ratio of (i) Consolidated EBITDA for the period of four fiscal quarters ending on such date to (ii) Consolidated Interest Expense for such period.

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below, unless such advance is converted into another Interest Period pursuant to Section 2.08. The duration of each such Interest Period shall be 1, 2, 3 or 6 months, or 1, 2, 3, 4 or 5 years (or any other period agreed upon by the Borrower and the Lenders) as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

1. the Borrower may not select any Interest Period that ends after the Maturity Date;
2. Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and
3. whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Junior Subordinated Debentures" means any junior subordinated deferrable interest debentures issued by any Significant Subsidiary or Entergy New Orleans from time to time.

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Majority Lenders" means at any time Lenders to which are owed at least 66-2/3% of the then aggregate unpaid principal amount of the Advances, or, if no such principal amount is then outstanding, Lenders having at least 66-2/3% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments.

"Maturity Date" means November 24, 2008.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under generally accepted accounting principles, as a result of such Stock Disposition.

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower, any Significant Subsidiary or Entergy New Orleans.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

"Notice of Conversion" has the meaning specified in Section 2.08(a).

"OECD" means the Organization for Economic Cooperation and Development.

"Other Taxes" has the meaning specified in Section 2.13(b).

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of the Borrower or of a Significant Subsidiary that, in either case, is outstanding in a principal amount in excess of $50,000,000 in the aggregate, which occurrence or event results in the declaration of such Debt being due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

"Reference Bank" means HypoVereinsbank.

"Register" has the meaning specified in Section 8.07(c).

"Relevant Rating" means the Senior Debt Ratings of the Significant Subsidiary (other than SERI) having the second lowest Senior Debt Ratings from Moody's and S&P of all Significant Subsidiaries (other than SERI).

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"SEC Order" has the meaning specified in Section 3.01(a)(iii).

"Senior Debt Rating" means, as to any Person, the rating assigned by Moody's or S&P to the senior secured long-term debt of such Person.

"SERI" means System Energy Resources, Inc., an Arkansas corporation.

"Significant Subsidiary" means Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, SERI and any other Domestic Regulated Utility Subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries.

"SPC" has the meaning specified in Section 8.07(i).

"Stock Disposition" means, with respect to any Person, the issuance, sale, lease, transfer, conveyance or other disposition of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of such Person.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

"Taxes" has the meaning specified in Section 2.13(a).

2. Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

3. Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

2. 
   AMOUNTS AND TERMS OF THE ADVANCES

1. The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make one Eurodollar Rate Advance to the Borrower on any Business Day during the period from the date hereof until the last day of the Commitment Period in an amount not to exceed the amount set opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c) (such Lender's "Commitment"). At no time may the principal amount outstanding hereunder exceed the aggregate amount of the Commitments; provided further that, the aggregate amount of the Commitments shall not exceed $35,000,000.

2. Making the Advances.

1. Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, (D) the Borrower's wire instructions, and (E) initial Interest Period for each such Advance. Each Lender shall, before 12:00 noon (New York City time) on the date of any Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
2. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
3. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available t o the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
4. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

3. Reserved.
4. Repayment of Advances, Etc.

The Borrower shall repay the principal amount of each Advance made by each Lender on the Maturity Date.

5. Interest on Advances.

The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

1. Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time, payable quarterly on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full.
2. Eurodollar Rate Advances. Subject to Section 2.06, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin, payable on the last day of each Interest Period for such Eurodollar Rate Advance and on the date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

6. Additional Interest on Eurodollar Rate Advances.

The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determi nation shall be conclusive and binding for all purposes, absent manifest error.

7. Interest Rate Determination.

1. The Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate.
2. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.05(a).
3. If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon

1. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
2. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

8. Conversion of Advances.

1. Voluntary. The Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.11, on any Business Day, Convert all Eurodollar Rate Advances of a specified Interest Period made in connection with the same Borrowing into Advances of another specified Interest Period; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another specified Interest Period shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a "Notice of Conversion") shall be by telecopier, telex or cable, confirmed immediately in wr iting, in substantially the form of Exhibit A-2 hereto, specifying therein (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) the duration of the Interest Period for each such Advance.
2. Mandatory. If a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01, or if any proposed Conversion of a Borrowing shall not occur as a result of the circumstances described in paragraph (c) below, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
3. Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. The Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Prepayment Event or Event of Default, or any event that would constitute an Event of Default or a Prepayment Event with notice or lapse of time or both), such Conversion does not occur. The Borrower's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

9. Prepayments.

If the Borrower at any time prepays any Advance, then the Borrower shall give notice to the Administrative Agent prior to 11:00 A.M. (New York City time) at least two Business Days' prior to the date of prepayment, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid and, if such prepayment is prior to November 24, 2007 such other amounts pursuant to Section 8.04(b); provided, however, that (i) partial prepayment shall not be permitted, and (ii) in the case of any such prepayment of an Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment. Amounts so prepaid under this Section 2.09 may not be reborrowed.

10. Increased Costs.

1. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusiv e and binding for all purposes, absent manifest error.
2. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be alloc able to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

11. Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, any change in or any change in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Conver ts all Eurodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.08.

12. Payments and Computations.

1. The Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds in accordance with the payment instructions set opposite the name of the Administrative Agent on Schedule I. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (other than amounts payable pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
2. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due.
3. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
4. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
5. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
6. Notwithstanding anything to the contrary contained herein, any amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to the higher of the then current interest rate plus the Applicable Margin plus 2% and the Base Rate plus 2%, payable upon demand.

13. Taxes.

1. Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.12, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxe s from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased (unless and to the extent that (x) the Borrower is required to deduct such Taxes because any Lender fails to provide the Administrative Agent and the Borrower with the forms described in subsection (d) below and (y) such Lender is entitled to an exemption from United States withholding taxes with respect to such sum payable) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.13) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
2. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
3. The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question or the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, take such actions as the Borrower may reasonably request to preserve the Borrower's rights to contest such Taxes or Other Taxes, and, promptly following receipt of any refund of amounts with respect to Taxes or Other Taxes for which such Lenders or the Administrative Agent were previously indemnified under this Section 2.13, pay to the Borrower such refunded amounts (including any interest paid by the relevant taxing authority with respect to such amounts).
4. Prior to the date of the initial Borrowing in the case of each Bank, and on the date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and from time to time thereafter if requested by the Borrower or the Administrative Agent, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from United States withholding taxes with respect to all payments to be made to such Lender hereunder. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Borrower in writing to that effect. Unless the Borrower and the Administrative Age nt have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, the Borrower or, if the Borrower fails to do so, the Administrative Agent, shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States.
5. Any Lender claiming any additional amounts payable pursuant to this Section 2.13 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or take other actions customary or otherwise reasonable under the circumstances if the making of such a change or the taking of such actions would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.
6. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.13 shall survive the payment in full of principal and interest hereunder.

14. Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.06, 2.10, 2.13 or 8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repaym ent to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

15. Noteless Agreement; Evidence of Indebtedness.

1. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
2. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
3. The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
4. Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender and in a form acceptable to the Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from the Borrower, payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

3. 
   CONDITIONS OF LENDING

1. Conditions Precedent to Closing.

The obligation of each Lender to Close is subject to the conditions precedent that on or before the date of Closing:

1. The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:

1. A promissory note payable to the order of each Lender that requests one pursuant to Section 2.15.
2. Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement;
3. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order (File No. 70-9749) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement (the "SEC Order");
4. Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of September 30, 2003, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied;
5. A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.

2. Conditions Precedent to Each Borrowing.

The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

1. the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true):

1. The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

2. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

4. 
   REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects.
2. The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws, (ii) law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.
3. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (i) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (ii) the SEC Order.
4. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
5. The consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2002 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of September 30, 2003, and for the three-month period ended on such date set forth in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated September 30, 2003, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance wi th generally accepted accounting principles consistently applied. Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2003, since December 31, 2002, there has been no material adverse change in the financial condition or operations of the Borrower.
6. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and the Borrower's Quarterly Report on Form 10-Q for the period ended September 30, 2003, there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect.
7. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.
8. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) is, on the date hereof, represented by margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).
9. The Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and is registered under, the Public Utility Holding Company Act of 1935.
10. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole.
11. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
12. The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

5. 
   COVENANTS OF THE BORROWER

1. Affirmative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

1. Keep Books; Corporate Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

1. keep proper books of record and account, all in accordance with generally accepted accounting principles;
2. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business;
3. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;
4. comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;
5. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;
6. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and
7. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the Lenders and their respective agents and representatives to inspect the records and books of account of the Borrower and its subsidiaries during regular business hours.

2. Use of Proceeds. The Borrower may use the proceeds of the Borrowings for only (i) general corporate purposes and (ii) subject to the terms and conditions of this Agreement, repurchases of common stock of the Borrower and/or investments in nonregulated and/or nonutility businesses.
3. Reporting Requirements. Furnish to the Lenders:

1. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, (A) consolidated balance sheets of the Borrower and its subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of the Borrower and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
2. as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm as the Administrative Agent may approve), and certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
3. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Prepayment Event or Event of Default has occurred and is continuing, or if a Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as the case may be, and the action that the Borrower has taken and proposes to take with respect thereto;
4. as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto;
5. as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith;
6. promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935 in connection with the proceeding of the SEC in File No. 70-9749 related to the SEC Order or any subsequent proceedings related thereto;
7. as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto;
8. promptly and in any event within two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
9. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
10. promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
11. promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and
12. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

(d) Interest Coverage Ratio. As of the end of each fiscal quarter of the Borrower, maintain an Interest Coverage Ratio of not less than 2.0:1.0.

2. Negative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

1. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries or of Entergy New Orleans), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not mate rial to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $ 100,000,000 at any one time and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of Entergy New Orleans unless the obligations of the Borrower to the Lenders hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lende rs.
2. Limitation on Debt. Permit the total principal amount of all Debt of the Borrower and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization determined as of the last day of the most recently ended fiscal quarter of the Borrower; provided, however, that for purposes of this Section 5.02(b) "Debt" and "Capitalization" shall not include (i) Junior Subordinated Debentures issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization" and (ii) any Debt of any subsidiary of the Borrower that is Non-Recourse Debt.
3. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that the Borrower may merge with any other Person, provided that, immediately after giving effect to any such merger, (i) the Borrower is the surviving corporation or (A) the surviving corporation is organized under the laws of one of the states of the United States of America and assumes the Borrower's obligations hereunder in a manner acceptable to the Majority Lenders, and (B) after giving effect to such merger, the senior unsecured long-term debt of such Person shall be at least BBB- and Baa3, (ii) no event shall have occurred and be continuing that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permiss ible with respect to it or its property under this Agreement on the date of such transaction.
4. Disposition of Assets. Cause a Stock Disposition with respect to any Significant Subsidiary, or permit any Significant Subsidiary to cause a Stock Disposition with respect to any other Person, except to the Borrower or a Significant Subsidiary, unless such Stock Disposition is pursuant, required or related to any regulatory authority and/or governing body pertaining (1) to the organization or formation of a regional transmission organization or (2) to the separation or disaggregation of generation, transmission and/or distribution assets, and within 180 days of such Stock Disposition, the Borrower applies (or causes such Significant Subsidiary to apply) all of the Net Available Cash from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Borrower and/or Debt of one or more Domestic Regulated Utility Subsidiaries that remain a subsidiary of the Borrower and/or (ii) to reinvest in the busine ss of one or more Domestic Regulated Utility Subsidiaries of the Borrower. 

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

SECTION 6.01.Events of Default.

Each of the following events shall constitute an "Event of Default" hereunder:

1. The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or
2. Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or
3. The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b), 5.01(d) or 5.02 or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or
4. The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
5. The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any o f the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or
6. Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
7. (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of any event described in clau ses (i) through (iv), (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or in the case of an ERISA Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount).

SECTION 6.02. Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, any Significant Subsidiary or E ntergy New Orleans under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01. Authorization and Action.

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02. Administrative Agent's Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

ARTICLE 7.03. HypoVereinsbank and Affiliates.

With respect to its Commitment and the Advances made by it, HypoVereinsbank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include HypoVereinsbank in its individual capacity. HypoVereinsbank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if HypoVereinsbank were not the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 7.04. Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05. Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without li mitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrower but for which the Administrative Agent is not reimbursed by the Borrower.

SECTION 7.06. Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which, for so long as no Prepayment Event or Event of Default has occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial b ank organized under the laws of the United States or of any other country that is a member of the OECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01. Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01 or 3.02, (b) increase the Commitments of the Lenders or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any other amounts payable hereunder, (d) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shal l be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

SECTION 8.02. Notices, Etc.

All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 639 Loyola Avenue, New Orleans, LA 70113, Attention: Treasurer; if to any Bank, at its Eurodollar Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Eurodollar Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at 245 Park Avenue, 32^nd Floor, New York, NY 10167, Attention: Loan Operations, Tina Chung/Mariana Mucenica (Telephone: (212) 672-5688/5811, Facsimile: (212) 672-5691) or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed o r cabled, be effective when deposited in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Except as otherwise provided in Section 5.01(c), notices and other communications given by the Borrower to the Administrative Agent shall be deemed given to the Lenders.

SECTION 8.03. No Waiver; Remedies;

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04. Costs and Expenses; Indemnification.

1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherw ise) of, and the protection of the rights of the Lenders under, this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).

1. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.07(c), 2.08, 2.09 or 2.11, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by reason of the liquidation or reempl oyment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Notwithstanding the forgoing, the Borrower agrees that if the Borrower prepays any Advance prior to November 24, 2007, then the Borrower also shall pay to the Lenders their loss of anticipated profit from the date of prepayment until November 24, 2007 and the Lenders shall not be required to mitigate such loss. The Borrower and the Lenders agree that the lost profits shall be calculated as follows:

[1.85% * (Principal Amount) * (Actual Days / 360)] / [(1 + (Interest Rate) ^ (Actual Days /(2* 360))]

where

(i) Principal Amount is the aggregate principal amount of all Advances outstanding on the prepayment date

1. (ii) Interest Rate is the Eurodollar Rate for the time period which is half the length of time from the date of prepayment to November 24, 2007. The Eurodollar Rate used in the denominator shall be determined three days prior to the date of prepayment.

3. Actual Days is the actual number of days between the date of prepayment and November 24, 2007

Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder.

3. The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any transaction contemplated hereby, or the use by the Borrower or any of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damag es, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

SECTION 8.05. Right of Set-off.

Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

SECTION 8.06. Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07. Assignments and Participations.

1. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) notice of such assignment is delivered to the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and (ii)the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (v) below; (iii) the Administrative Agent shall have acknowledged that the assignment complies with all requirements of this Section 8.07; (iv) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (v) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignmen t (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000 (or shall be the total amount of the assigning Lender's Commitment); and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, estimated by the Administrative Agent and advised to such parties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have t he rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender at any time may assign all or any portion of its rights and obligations under this Agreement to any Affiliate or Approved Fund of such Lender.
2. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a cop y of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement a re required to be performed by it as a Lender.
3. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
4. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
5. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
6. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
7. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (ot her than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring da y in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons.
8. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.
9. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidat ion proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

SECTION 8.08. Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.15 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8.09. Consent to Jurisdiction; Waiver of Jury Trial.

1. To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.

SECTION 8.10. Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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

ENTERGY CORPORATION

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

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH
as Administrative Agent

By /s/ Yoram Dankner
Name: Yoram Dankner
Managing Director

By /s/ Sebastian Beuerle
Name:Sebastian Beuerle
Associate Director

BANKS

BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH

By /s/ Yoram Dankner
Name:Yoram Dankner
Managing Director

By /s/ Sebastian Beuerle
Name:Sebastian Beuerle
Associate Director

SCHEDULE I

ENTERGY CORPORATION

U.S. $35,000,000 Credit Agreement

Name of Bank	Payment Instructions	Eurodollar Lending Office
Bayerische Hypo- und Vereinsbank AG, New York Branch	Fedwire: Federal Reserve Bank of New York Favor: Bayerische Hypo- und Vereinsbank AG, New York Branch ABA No.: 026 008 808 A/C#: 594 012 033 405 501 Account Name: Loan Servicing Reference: Entergy Term Loan Attention: Tina Chung Swift: HYVEUS 33	Bayerische Hypo- und Vereinsbank AG, Cayman Islands Branch c/o Bayerische Hypo- und Vereinsbank AG 245 Park Avenue 32nd Floor New York, NY 10167

SCHEDULE II

COMMITMENT SCHEDULE

Name of Lender	Commitment Amount
Bayerische Hypo- und Vereinsbank AG, New York Branch	$35,000,000
Total Commitment:	$35,000,000

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Bayerische Hypo- und Vereinsbank AG, New York Branch
   as Administrative Agent
        for the Lenders parties
        to the Credit Agreement
        referred to below
245 Park Avenue, 32nd Floor
New York, New York 10167

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of November , 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

1. The Business Day of the Proposed Borrowing is , 20   .
2. The Type of Advances to be made in connection with the Proposed Borrowing is Eurodollar Rate Advances.
3. The aggregate amount of the Proposed Borrowing is $ .
4. The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s] or year(s)¹.
5. [ENTERGY WIRE INSTRUCTIONS].

____________________________
1.  Delete for Base Rate Advances.

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

1. the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Bayerische Hypo- und Vereinsbank AG, New York Branch
   as Administrative Agent
       for the Lenders parties
       to the Credit Agreement
       referred to below
245 Park Avenue, 32nd Floor
New York, New York 10167

[Date]

 Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of November , 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.08 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.08 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is __________, _____.
2. The Type of Advances comprising the Proposed Conversion is Eurodollar Rate Advances.
3. The aggregate amount of the Proposed Conversion is $__________.
4. The Type of Advances to which such Advances are proposed to be Converted is [Eurodollar Rate Advances].
5. The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s) or year(s)².

___________________
2.  Delete for Base Rate Advances.

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

1. The Borrower's request for the Proposed Conversion is made in compliance with Section 2.08 of the Credit Agreement; and
2. The statements contained in Section 3.02 of the Credit Agreement are true.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 20__

Reference is made to the Credit Agreement, dated as of November , 2003 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

____________ (the "Assignor") and ___________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth in Section b of Schedule 1.
2. The Assignor (A) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (B) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (C) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. Except as specified in this Section b, the assignment hereunder shall be without recourse to the Assignor.
3. The Assignee (A) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (B) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (D) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (E) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (F) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that it is exempt from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].¹
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"); provided, however, that in no event shall this Assignment and Acceptance become effective prior to the payment for the processing and recordation fee to the Administrative Agent as provided in Section 8.07(a) of the Credit Agreement.
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (A) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (B) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal and interest with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were up on the same instrument.

_________________________
1.  If the Assignee is organized under the laws of a jurisdiction outside the United States.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By
Name:
Title:

[NAME OF ASSIGNEE]

By
Name:
Title:

Eurodollar Lending Office:

[Address]

Accepted this ___ day
of ___________, 20__

BAYERISCHE - UND VEREINSBANK AG, NEW YORK BRANCH
as Administrative Agent

By
Name:
Title:

By
Name:
Title:

Schedule 1
to
Assignment and Acceptance

Dated __________, 20__

Section (a)
Percentage Interest:	%
Section (b)
Assignee's Commitment:	$
Aggregate Outstanding Principal
Amount of Advances owing to the Assignee:	$
Section (c)
Effective Date1: _________, 20__

______________________________
1.  This date should be no earlier than the date of acceptance by the Administrative Agent.

EXHIBIT C

FORM OF OPINION OF
COUNSEL FOR THE BORROWER

[Date]

To each of the Lenders parties to the
   Credit Agreement referred to below,
   and to Bayerische Hypo- und Vereinsbank AG, New York Branch
   as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Credit Agreement, dated as of November 24, 2003, by and among the Borrower, the Banks parties thereto and the other Lenders from time to time parties thereto and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent. This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

1. Counterparts of the Credit Agreement, executed by the Borrower;
2. The Certificate of Incorporation of the Borrower (the "Charter");
3. The Bylaws of the Borrower (the "Bylaws");
4. A certificate of the Secretary of State of the State of Delaware, dated November __, 2003, attesting to the continued corporate existence and good standing of the Borrower in that State;
5. A Certificate of the Secretary of State of the State of Louisiana, dated Novemeber __, 2003, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that state;
6. A copy of the Order dated April 3, 2001 of the Securities and Exchange Commission (File No. 70-9749) under the Public Utility Holding Company Act of 1935 (the "SEC Order"); and
7. The other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was c reated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification.
2. The execution, delivery and performance by the Borrower of the Credit Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Charter or the Bylaws or (ii) law, or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Credit Agreement has been duly executed and delivered on behalf of the Borrower.
3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, is required for the due execution, delivery and performance by the Borrower of the Credit Agreement, except for the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal.
4. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and in the Borrower's Quarterly Report on Form 10-Q for the period ended September 30, 2003, there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Credit Agreement, or that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement. To the best of my knowledge, after inquiry, there has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect.
5. The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
6. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

My opinions above are subject to the following qualifications:

1. My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law.
2. My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
3. My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Credit Agreement.
4. My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Credit Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest LLP, is being provided to you contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana and, except as otherwise provided herein, my role as counsel to the Borrower is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from us, except that (A)  Thelen Reid & Priest LLP may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law; and (B) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

Very truly yours,

Denise C. Redmann
Assistant General Counsel


Bank Addressees:

EX-10 6 a10a9.htm

Exhibit 10(a)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY CORPORATION

By ___________________________
Donald C. Hintz
President

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 7 a10a25.htm

Exhibit 10(a)25

[EXECUTION COPY]

THIRTY-FIFTH ASSIGNMENT OF AVAILABILITY AGREEMENT,
CONSENT AND AGREEMENT

This Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as this "Assignment"), dated as of December 22, 2003, is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc. ("EAI") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, Inc. ("ELI"), Entergy Mississippi, Inc. ("EMI"), and Entergy New Orleans, Inc. ("ENOI") (hereinafter EAI, ELI, EMI and ENOI are called individually a "System Operating Company" and collectively, the "System Operating Companies"), and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank" ) under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "Participating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

WHEREAS:

A. Entergy Corporation (formerly Middle South Utilities, Inc.) ("Entergy") owns all of the outstanding common stock of the Company and each of the System Operating Companies, and the Company has a 90% undivided ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully described in the "Indenture" hereinafter referred to).

B. Prior hereto, (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981 as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983, as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Se cond Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of June 30, 1977, between the Company, the System Operating Companies, Ark-Mo and the Domestic Agent (the "First Assignment of Availability Agreement"), the Company assigned to the Domestic Agent (for the benefit of such banks), as collateral security for the above loans, certain of the Company's rights under an Availability Agreement dated as of June 21, 1974, as amended by the First Amendment thereto dated as of June 30, 1977 (the "Original Availability Agreement"), between the Company, the System Operating Companies and Ark-Mo; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $808,000,000 and pursuant to the Fourth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of March 20, 1980 (the "Fourth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement were further assigned as collateral security for the loans made under the Amended and Restated Agreement as amended by the First Bank Loan Agreement; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks in an aggregate amount not to exceed $1,311,000,000, and pursuant to the Fifth Assignment of Availability Agreement, Consent and Agreement (a lso substantially in the form of this Assignment), dated as of June 15, 1981 (the "Fifth Assignment of Availability Agreement"), the Company's same rights under the original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 30, 1983 (the "Eighth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

C. Prior hereto (i) the Company, the System Operating Companies, Ark-Mo, and United States Trust Company of New York and Malcolm J. Hood (Gerard F. Ganey, successor), each as trustee (collectively, the "Trustees") for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 between the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture dated as of June 15, 1977 between the Company and the Trustees (the Mortgage as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Seventh Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, and an Eighteenth Supplemental Indenture dated as of April 1, 1993, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Seco nd Assignment of Availability Agreement, Consent and Agreement dated as of June 30, 1977 (the "Second Assignment of Availability Agreement") (substantially in the form of this Assignment) to secure the First Series Bonds; (ii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980, between the Company and the Trustees, entered into the Third Assignment of Availability Agreement, Consent and Agreement dated as of January 1, 1980 (the "Third Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Second Series Bonds; (iii) the Company, the System Operating Companies and the Trustee s, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds") issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture dated as of December 1, 1984 between the Company and the Trustees, entered into the Eleventh Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1984 (the "Eleventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Third Series Bonds; (iv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985, between the Compan y and the Trustees, entered into the Thirteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1985 (the "Thirteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fourth Series Bonds; (v) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986, between the Company and the Trustees, entered into the Sixteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Sixteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Seventh Series Bonds; (vi) the Compa ny, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Seventeenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Seventeenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eighth Series Bonds; (vii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10-1/2 Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Eighteenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Eighteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Ninth Series Bonds; (viii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Nineteenth Assignment of Availability Agreement, Con sent and Agreement dated as of September 1, 1986 (the "Nineteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Tenth Series Bonds; (ix) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture, dated as of November 15, 1987, between the Company and the Trustees, entered into the Twentieth Assignment of Availability Agreement, Consent and Agreement dated as of November 15, 1987 (the "Twentieth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eleventh Series Bonds; (x) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December 1, 1987, between the Company and the Trustees, entered into the Twenty-first Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1987 (the "Twenty-first Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Twelfth Series Bonds; (xi) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $45,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture, dated as of July 1, 1992, betwe en the Company and the Trustees, entered into the Twenty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of July 1, 1992 (the "Twenty-fourth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Thirteenth Series Bonds; (xii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-fifth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-fifth Assignment of Availability Agreement") (also substantially in the form of this Assignment) t o secure the Fourteenth Series Bonds; (xiii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into a Twenty-sixth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-sixth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fifteenth Series Bonds; (xiv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6% Series due 1998 (the "Sixteenth Series Bonds") < /B>issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture, dated as of April 1, 1993, between the Company and the Trustees, entered into a Twenty-seventh Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1993 (the "Twenty-seventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.58% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture, dated as of April 1, 1994, between the Company and the Trustees, entered into the Twenty-ninth Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1994 (the "Twenty-ninth Assignment of Avai lability Agreement") (also substantially in the form of this Agreement), to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirtieth Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirtieth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.7% Series due 2000 (the " Nineteenth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirty-first Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirty-first Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; and (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture, dated as of September 1, 2002, between the Company and the Trustees, entered into the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 2002 (the "Thirty-fourth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

D. The Original Availability Agreement has been amended by the First Amendment thereto dated as of June 30, 1977, the Second Amendment thereto dated June 15, 1981, the Third Amendment thereto dated June 28, 1984 and the Fourth Amendment thereto dated as of June 1, 1989 (the Original Availability Agreement, as so amended and as it may be further amended and supplemented, is hereinafter referred to as the "Availability Agreement").

E. Unit 1 and Unit 2 of the Project have been designated by the Company and the System Operating Companies as being subject to the Availability Agreement and as being System Entergy Generating Units (as defined in the Availability Agreement) thereunder.

F. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement, the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and, pursuant to the Sixth Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment) dated as of February 5, 1982 between the Company, the System Operating Companies and the Eurodollar Agent (the "Sixth Assignment of Availability Agreement" ), the Company assigned to the Eurodollar Agent (for the benefit of said banks), as collateral security for the above loans, certain of the Company's rights under the Availability Agreement. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and, pursuant to the Seventh Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment) dated as of February 18, 1983 between the Company, the System Operating Companies and the Eurodollar Agent (the "Seventh Assignment of Availability Agreement"), the Company assigned to the Eurodollar Agent (for the benefit of the Eurodollar Banks), as collateral security for such loans, certain of the Company's rights under the Availability Agreement.

G. The Company and Citibank, N.A. (the "Series A Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement"), which provided, among other things, for the issuance by the Series A Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of December 1, 1983, between the Company, the System O perating Companies, the Series A Bank and Deposit Guaranty National Bank, as trustee (the "Ninth Assignment of Availability Agreement"), the Company assigned to the Series A Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series A Reimbursement Agreement and the Series A Bonds, certain of the Company's rights under the Availability Agreement.

H. The Company and Citibank, N.A. (the "Series B Bank") were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement"), which provided, among other things, for the issuance by the Series B Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 1, 1984, between the Company, the System Operating Companies, the Series B Bank an d Deposit Guaranty National Bank, as trustee (the "Tenth Assignment of Availability Agreement"), the Company assigned to the Series B Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series B Reimbursement Agreement and the Series B Bonds, certain of the Company's rights under the Availability Agreement.

I. The Company, Citibank, N.A., as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Series C Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Series C Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Assignment of Availability Agreement, Consent and Agreement (als o substantially in the form of this Assignment), dated as of December 1, 1984, between the Company, the System Operating Companies, the Series C Banks and Deposit Guaranty National Bank, as trustee (the "Twelfth Assignment of Availability Agreement"), the Company assigned to the Series C Banks and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series C Reimbursement Agreement and the Series C Bonds, certain of the Company's rights under the Availability Agreement.

J. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 between the Company and the Trustees, entered into the Fourteenth Assignment of Availability Agreement, Consent and Agreement dated as of June 15, 1985 (the "Fourteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture da ted as of June 15, 1985 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series D Bonds, certain of the Company's rights under the Availability Agreement.

K. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May 1, 1986 between the Company and the Trustees, entered into the Fifteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Fifteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fifteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series E Bonds, certain of the Company's rights under the Availability Agreement.

L. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December l, 1988, among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor) (collectively, the "Owner Trustee"), as Owner Trustee, and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December l, 1988, among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988, among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the accoun t of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000 and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 1, 1988 (the "Twenty-second Assignment of Availability Agreement&qu ot;), the Company assigned to the Administrating Bank referred to in the Original Reimbursement Agreement, as collateral security for the Company's obligations under the Original Reimbursement Agreement, certain of the Company's rights under the Availability Agreement.

M. The Company, the System Operating Companies and Chemical Bank entered into the Twenty-third Assignment of Availability Agreement, Consent and Agreement dated as of January 11, 1991 (the "Twenty-third Assignment of Availability Agreement") in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1 991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the 1991 Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

N. The Company, the System Operating Companies and Chemical Bank entered into the Twenty-eighth Assignment of Availability Agreement, Consent and Agreement dated as of December 17, 1993 (the "Twenty-eighth Assignment of Availability Agreement") in connection with the execution and delivery of the Second Amendment, dated as of December 17, 1993, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by the First Amendment to the Original Reimbursement Agreement and such Second Amendment, is herein called the "1993 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants , substantially in the form of Exhibit A to the 1993 Reimbursement Agreement, with maximum amounts of $132,131,960 and $33,032,990, respectively; (ii) for the reimbursement to the 1993 Funding Bank by the participating banks named therein (the "1993 Participating Banks") for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the 1993 Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

O. The Company, the System Operating Companies and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Assignment of Availability Agreement, Consent and Agreement dated as of December 27, 1996 (the "Thirty-second Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996, which amended and restated the 1993 Reimbursement Agreement (as so amended and restated, the "1996 Amended and Restated Reimbursement Agreement") and provided, among other things, (i) for the issuance by the funding bank named therein (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants , substantially in the form of Exhibit A to the 1996 Amended and Restated Reimbursement Agreement, with maximum amounts of $148,719,125.41 and $34,946,720.11, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the participating banks named therein (the "1996 Participating Banks") for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the 1996 Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

P. The Company, the System Operating Companies and The Chase Manhattan Bank entered into the Thirty-third Assignment of Availability Agreement, Consent and Agreement dated as of December 20, 1999 (the "Thirty-third Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999, among the Company, The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch, as the funding bank (the "1999 Funding Bank"), The Chase Manhattan Bank, as administrating bank, Union Bank of California, N.A., as documentation agent, and the banks named therein (the "1999 Participating Banks"), which amended and restated the 1996 Amended and Restated Reimbursement Agreement (as so amended and restated, the "1999 Amended and Restated Reimbursement Agreement") and provided, among other things, (i ) for the issuance by the 1999 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1999 Amended and Restated Reimbursement Agreement, with maximum amounts of $156,885,463.65 and $36,061,469.99, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the 1999 Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the 1999 Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

Q. On March 3, 2003, the Company terminated and replaced the 1999 Amended and Restated Reimbursement Agreement with the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), which provided, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "2003 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 2003 Reimbursement Agreement, with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for th e reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any 2003 LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any 2003 LOC.

R. The Company now wishes to terminate and replace the 2003 Reimbursement Agreement with the Reimbursement Agreement and to provide for the cancellation of the 2003 LOCs and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the Funding Bank to further secure the Owner Participants. The Reimbursement Agreement provides, among other things, (i) for the issuance by the Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the Funding Bank by the Participating Banks for all drafts paid by the Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the Funding Bank for th e benefit of the Participating Banks of sums equal to all drafts paid by the Funding Bank under any New LOC (such amounts, together with all Advances made by the Participating Banks pursuant to the Reimbursement Agreement, shall hereinafter be called the "Reimbursement Obligations").

S. The Company, by this instrument, wishes to (i) provide for the assignment by the Company to the Administrating Bank for the benefit of the Funding Bank, the Administrating Bank and the Participating Banks (collectively, the "LOC Banks") of certain of the Company's rights under the Availability Agreement, and (ii) create enforceable rights hereunder in the Administrating Bank, all as hereunder set forth.

T. The System Operating Companies are willing to, and by this instrument do, supplement their undertakings under the Availability Agreement in the same manner as in the Assignments of Availability Agreement.

U. The Company, Entergy and the System Operating Companies have joined in an Application-Declaration on Form U-1, as amended and supplemented to date, in File No. 70-7561, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 with respect to this Assignment and certain other matters, the Securities and Exchange Commission has issued orders (the "SEC Orders") granting and permitting to become effective said Application-Declaration, as so amended and supplemented, and the SEC Orders are in full force and effect on the date of execution and delivery hereof.

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

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

ARTICLE I

SECURITY ASSIGNMENT AND AGREEMENT

1.1. Assignment and Creation of Security Interest. As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Reimbursement Agreement, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Administrating Bank, and creates a security interest in favor of the Administrating Bank for the benefit of the LOC Banks in, all of the Company's rights to receive all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement and all advances made or to be made to the Company pursuant to Section 2.2(b) hereof, but only to the extent that such payments or advances are attributable to payments or advances with respect to Unit 1 or Unit 2, and all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company, whether arising under the Availability Agreement or this Assignment or by statute or in law or in equity or otherwise, resulting from any failure by any System Operating Company to perform its obligations under the Availability Agreement or this Assignment, but only to the extent that such claims, rights, powers, privileges, interests and remedies relate to Unit 1 and Unit 2, all to the extent, but only to the extent, required for the payment when due and payable of Obligations Secured Hereby, together in each case with full power and authority, in the nam e of the Administrating Bank, or the Company as assignor, or otherwise, to demand payment of, enforce, collect, receive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to above being hereinafter sometimes called the "Collateral").

1.2. Other Agreements.

(a) The Company has not and will not assign the rights assigned in Section 1.1 as security for any indebtedness other than the Obligations Secured Hereby, except as recited and provided in paragraph (b) of this Section 1.2.

(b) The Company has secured its Indebtedness for Borrowed Money (as defined below) represented by (i) loans made by certain banks referred to in Whereas Clause B hereof by the First, Fourth, Fifth and Eighth Assignments of Availability Agreement, respectively, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds and the Twentieth Series Bonds, as referred to in Whereas Clause C hereof, by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-f irst and Thirty-fourth Assignments of Availability Agreement, respectively, (iii) loans made by certain banks as referred to in Whereas Clause F hereof by the Sixth and Seventh Assignments of Availability Agreement, respectively, (iv) the obligations under the Series A Reimbursement Agreement referred to in Whereas Clause G hereof by the Ninth Assignment of Availability Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause H hereof by the Tenth Assignment of Availability Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause I hereof by the Twelfth Assignment of Availability Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause J hereof by the Fourteenth Assignment of Availability Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause K hereof by the Fifteenth Assignment of Availability Agreement, (ix) the obligations under the Original Reimbursement Agreement as ref erred to in Whereas Clause L hereof by the Twenty-second Assignment of Availability Agreement, (x) the obligations under the 1991 Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-third Assignment of Availability Agreement, (xi) the obligations under the 1993 Reimbursement Agreement as referred to in Whereas Clause N hereof by the Twenty-eighth Assignment of Availability Agreement, (xii) the obligations under the 1996 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-second Assignment of Availability Agreement, and (xiii) the obligations under the 1999 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause P hereof by the Thirty-third Assignment of Availability Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance t he cost of the Project (including, without limitation, Indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness (including such Indebtedness now outstanding) issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein, together with such Indebtedness now outstanding, called "Additional Indebtedness"), by entering into an assignment of availability agreement, consent and agreement including, without limitation, the First through Twenty-seventh Assignments of Availability Agreement (each being hereinafter called an "Additional Assignment") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (herein called an "Additional Assignee"). Each Additional Assignment hereafter entered into shall be substantially in the form of this Assignment, except that there shall be substituted in such Additional Assignment appropriate references to the Additional Indebtedness secured thereby, the applicable Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the Reimbursement Obligations, the LOC Banks, the Reimbursement Agreement and the New LOCs, respectively, and such Additional Assignment may contain such other provisions as are not inconsistent with this Assignment and do not adversely affect the rights hereunder of the LOC Banks.

(c) Notwithstanding any provision of this Assignment to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Administrating Bank, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Administrating Bank agrees that the claims of the Administrating Bank hereunder with respect to the Availability Agreement and any security interest, pledge or lien in favor of the Administrating Bank now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding provisions of the Additional Assignment to which it is a party with respect to the Availability Agreement and any security interest, pledge or lien in favor of such Additional Assignee under such Additional Assignment now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, con current or subsequent Additional Assignments are entered into in accordance with Section 1.2(b) hereof.

1.3. Payments to the Administrating Bank. The Company agrees that, if and whenever it shall make a demand to a System Operating Company for any payment pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit 1 or Unit 2, it will separately identify the respective portions of such payment or advance, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct such System Operating Company (subject to the provisions of Section 1.4 hereof) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Administrating Bank. Any payments made by any System Operating Company pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit 1 or Unit 2 shall, to the exte nt necessary to satisfy in full the assignment set forth in Section 1.1 of this Assignment and the corresponding assignments set forth in the Additional Assignments, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

1.4. Payments to the Company. Notwithstanding the provisions of Sections 1.1 and 1.3, unless and until the Administrating Bank shall have given written notice to the System Operating Companies of the occurrence and continuance of any Reimbursement Event of Default or Prepayment Event, all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 shall be paid or advanced directly to the Company and the Company need not separately identify the respective portions of payments or advances as provided in Section 1.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Administrating Bank simultaneously with the demand by the Company for any such payments or advances. If the Administrating Bank shall have duly notified the System Operating Companies of the occurrence of any such Reimbursement E vent of Default or Prepayment Event, such payments or advances shall be made in the manner and in the amounts specified in Section 1.3 hereof until the Administrating Bank shall by further notice to the System Operating Companies give permission that all such payments or advances may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 1.4. The Administrating Bank shall give such permission if no such Reimbursement Event of Default or Prepayment Event continues to exist.

1.5. Definitions. For the purposes of this Assignment, the following terms shall have the following meanings:

(a) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project; and

(b) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 1.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Reimbursement Event of Default or Prepayment Event, then so long as such Reimbursement Event of Default or Prepayment Event shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in cash, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in cash, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II

CONSENT TO ASSIGNMENT BY THE SYSTEM OPERATING
COMPANIES AND OTHER AGREEMENTS

2.1. Consent to Assignment by the System Operating Companies.

(a) Each System Operating Company hereby consents to the assignment under Article I and agrees with the Administrating Bank to make payments or advances to the Administrating Bank in the amounts and in the manner specified in Section 1.3 at the Administrating Bank's address as set forth in Section 6.1 hereof.

(b) Subject to the provisions of Section 4 of the Availability Agreement and Section 2.2(g) hereof, each System Operating Company agrees that all payments or advances made to the Administrating Bank or to the Company as contemplated by Sections 1.3 and 1.4 hereof shall be final as between such System Operating Company and the LOC Banks or the Company, as the case may be, and that it will not seek to recover from any LOC Bank for any reason whatsoever any moneys paid or advanced to the Administrating Bank by virtue of this Assignment, but the finality of any such payment or advance shall not prevent the recovery of any overpayments or mistaken payments or excess advances or mistaken advances which may be made by such System Operating Company unless a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, in which case any such overpayment or mistaken payment or excess advances or mistaken advances shall not be recoverable but shall constitute Subordinated Inde btedness of the Company to such System Operating Company.

2.2. Other Agreements. Anything in the Availability Agreement to the contrary notwithstanding, it is hereby agreed as follows:

(a) Regardless of whether any person or persons (other than the System Operating Companies) shall become a Party or Parties (as such terms are defined in the Availability Agreement) to the Availability Agreement, the System Operating Companies shall at all times be obligated to make the payments required pursuant to Section 4 of the Availability Agreement and to make advances pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 to the same extent as if the System Operating Companies were the only Parties to the Availability Agreement, except to the extent and only to the extent that such payments or advances are actually made by such person or persons. In the event that any such person shall become a Party to the Availability Agreement, the Company and the System Operating Companies shall cause such person, at the time when such person becomes a Party to the Availability Agreement, to consent by written instrument to the terms and provisions of this Assignment, and there upon such person shall be bound by all of the terms and provisions of this Assignment (other than the provisions of the preceding sentence) to the same extent as if named a System Operating Company herein. A copy of such written instrument, in form and substance satisfactory to the Administrating Bank, shall promptly be delivered to the Administrating Bank together with an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding obligation of such person.

(b) In the event and to the extent that any action by any governmental regulatory authority, including, without limitation, the Federal Energy Regulatory Commission or any successor thereto, shall have the effect of prohibiting the System Operating Companies from making any payments which would otherwise be required pursuant to Section 4 of the Availability Agreement (as supplemented hereby) with respect to Unit 1 and Unit 2, the System Operating Companies shall make advances to the Company at the same time, and in the same amounts, as such prohibited payments and all such advances shall constitute Subordinated Indebtedness of the Company.

(c) Each System Operating Company agrees that (i) all Indebtedness for Borrowed Money of the Company to such System Operating Company and all amounts paid by such System Operating Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof shall constitute Subordinated Indebtedness of the Company and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of such System Operating Company by way of merger, consolidation or the acquisition by such person of all or substantially all of such System Operating Company's assets). The Company agrees that it shall duly record all Subordinated Indebtedness of the Company as such on its books.

(d) The obligations of each System Operating Company to make the payments to the Company pursuant to the provisions of Section 4 of the Availability Agreement and the advances pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 having heretofore been authorized by the SEC Orders (and no other authorization by any governmental regulatory authority being required other than, with respect to the payments pursuant to the provisions of Section 4 of the Availability Agreement, appropriate orders, or the taking of other action, by the Federal Energy Regulatory Commission or any successor thereto as to specific terms and provisions under which power and energy associated therewith available at the Project shall be made available by the Company to the System Operating Companies and pursuant to which the System Operating Companies shall agree to pay the Company for the right to receive such power and the energy associated therewith), each System Operating Company agrees that its d uty to perform such obligations shall be absolute and unconditional, (a) whether or not such System Operating Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit such System Operating Company to perform its other duties and obligations hereunder, under the Availability Agreement or under the System Agreement (as defined in the Availability Agreement), (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) whether or not, at any time in question, the Company shall have performed its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (e) whether or not the System Agreem ent shall, from time to time, be amended, modified or supplemented or shall be canceled or terminated or such System Operating Company shall have withdrawn therefrom, (f) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to such System Operating Company), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (g) whether or not the Company shall be solvent, (h) whether or not the Company or such System Operating Company shall continue to be subsidiary companies of Entergy (as said term is defined in Section 2(a)(8) of the Public Utility Holding Company Act of 1935), (i) regardless of any event of force majeure, and (j) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing.

(e) In the event that Entergy shall cease to own a majority of the common stock of any System Operating Company and such lower ownership percentage has been permitted pursuant to the consent of the LOC Banks, the obligations of such System Operating Company hereunder and under the Availability Agreement shall not be increased by an amendment to or modification of the terms and provisions of the Reimbursement Agreement unless such System Operating Company shall have consented in writing to such amendment or modification.

(f) The obligations of each System Operating Company under Section 4 of the Availability Agreement and Section 2.2(b) hereof to make the payments or advances specified therein or herein with respect to Unit 1 and Unit 2 to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to such System Operating Company or any claim by such System Operating Company against the Company, whether or not arising hereunder, under the Availability Agreement or under the System Agreement and whether or not arising out of any action or nonaction on the part of the Company or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of paragraph (c) of this Section 2.2, affect in any other way any rights and remedies of such System Operating Company with respect to any amounts owed to such System Operating Company by the Company or any such claim by such System Operating Company against the Company. The obligations and liabilities of each System Operating Company hereunder and under the Availability Agreement shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or such System Operating Company, whether or not the Company or such System Operating Company shall have had any n otice or knowledge of any of the foregoing. Neither failure nor delay by the Company or any LOC Bank to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Each System Operating Company also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against such System Operating Company for specific performance of this Assignment or the Availability Agreement by the Company or the Administrating Bank or for its benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.2(f) to the contrary notwithstanding, no System Operating Company shall be precluded from asserting as a defense against any claim made against such System Operating Company upon any of its obligations hereunder and under the Availability Agreement that it has fully performed such obligations in accordance with the terms of this Assignment and the Availability Agreement.

(g) Each System Operating Company shall, subject to the provisions of Section 2.2(c) hereof, be proportionately subrogated to all rights of the Administrating Bank against the Company in respect of any amounts paid or advanced by such System Operating Company pursuant to the provisions of this Assignment and the Availability Agreement and applied to the payment of the Obligations Secured Hereby. The Administrating Bank agrees that it will not deal with the Company in such a manner as to prejudice such rights of any System Operating Company.

ARTICLE III

TERM

Except as otherwise provided in Section 26 of the Reimbursement Agreement, this Assignment shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in cash, provided that this Assignment shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Administrating Bank or any other LOC Bank upon the insolvency, bankruptcy or reorganization of the Company, any System Operating Company or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of the System Operating Companies and the Company set forth in this Assignment are exclusively for the benefit of, and may be enforced only by, the LOC Banks or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject.

ARTICLE IV

ASSIGNMENT

Neither this Assignment nor the Availability Agreement nor any interest herein or therein may be assigned, transferred or encumbered by any of the parties hereto or thereto, except transfer or assignment by any LOC Bank to its successor or assignee in accordance with the Reimbursement Agreement, except as otherwise provided in Article I hereof and except that

(i) in the event that any System Operating Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by such System Operating Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of such System Operating Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligat ion of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of the Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V

AMENDMENTS

5.1. Restrictions on Amendments. Neither this Assignment nor the Availability Agreement may be amended, waived, modified, discharged or otherwise changed orally. This Assignment and the Availability Agreement may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto, in the case of this Assignment, or by the persons specified in Section 11 of the Availability Agreement, in the case of the Availability Agreement, and which has been approved in writing by the LOC Banks or which does not materially adversely affect the rights of the LOC Banks.

5.2. The Administrating Bank's Execution. The Administrating Bank shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Assignment, or any consent to the execution of any instrument amending, waiving, modifying, discharging or otherwise changing the Availability Agreement (a) as to which the Administrating Bank shall have received an opinion of counsel to the effect that such instrument has been duly authorized by each person executing the same and is permitted by the provisions of Section 5.1 hereof and that this Assignment, or the Availability Agreement, as the case may be, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and each of the System Operating Companies, and (b) which shall have been executed by the Company and each of the System Operating Companies. The Administrating Bank sha ll be fully protected in relying upon the aforesaid opinion.

ARTICLE VI

NOTICES

6.1. Notices, etc., in Writing. All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Assignment shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Box 61000
New Orleans, LA 70113
Attention: Treasurer

If to Entergy Arkansas, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Louisiana, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Mississippi, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy New Orleans, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Administrating Bank, to:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Attention.: David Musicant

with copies to each other party.

6.2. Delivery, etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 6.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VII

ENFORCEMENT

7.1. Enforcement Action. At any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, the Administrating Bank may proceed, either in its own name or as agent or otherwise, to protect and enforce its rights, those of the other LOC Banks and those of the Company under this Assignment and the Availability Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained herein or in the Availability Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or thereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the LOC Banks shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Reimbursement Agreement or now or hereafter existing at law or in equity or by statute.

7.2. Attorney-in-Fact. The Company hereby constitutes the Administrating Bank its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, to enforce any of the obligations contained herein or in the Availability Agreement or to take any action or institute any proceedings which to the Administrating Bank may seem necessary or advisable in the premises.

ARTICLE VIII

SEVERABILITY; COUNTERPARTS

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

This Assignment may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Assignment by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

ARTICLE IX

GOVERNING LAW

This Assignment and, so long as this Assignment shall be in effect, the Availability Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE X

SUCCESSION

Subject to Article IV hereof, this Assignment and the Availability Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of the Availability Agreement, or of any right to any funds due or to become due under this Assignment or the Availability Agreement shall in any event relieve the Company or any System Operating Company of their respective obligations hereunder.

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

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

By

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

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By

Name:
Title:

EX-10 8 a10a38.htm

Exhibit 10(a)38

[EXECUTION COPY]

THIRTY-FIFTH SUPPLEMENTARY CAPITAL FUNDS
AGREEMENT AND ASSIGNMENT

This Thirty-fifth Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as this "Agreement"), dated as of December 22, 2003, is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company") and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank") under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "P articipating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

WHEREAS:

A. Entergy and the Company are parties to a Capital Funds Agreement dated as of June 21, 1974, as amended by a First Amendment thereto dated June 1, 1989 (the "Capital Funds Agreement").

B. Entergy owns all of the outstanding common stock of the Company, and the Company has a 90% undivided ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully described in the "Indenture" hereinafter referred to).

C. Prior hereto (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto, dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981, as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983, as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Second Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of June 30, 1977, between Entergy, the Company and the Domestic Agent (the "First Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Domestic Agent and such banks; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans made by the banks party thereto to $808,000,000 and pursuant to the Fourth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of March 20, 1980 (the "Fourth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Ag reement for the Domestic Agent and the banks under the Amended and Restated Agreement as amended by the First Bank Loan Agreement; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks to the Company in an aggregate amount not to exceed $1,311,000,000, and, pursuant to the Fifth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 15, 1981 (the "Fifth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other thing s, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 30, 1983 (the "Eighth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

D. Prior hereto (i) Entergy, the Company, and United States Trust Company of New York and Malcolm J. Hood (Gerard F. Ganey, successor), each as trustee (collectively, the "Trustees") for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 between the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture, dated as of June 15, 1977, between the Company and the Trustees (the Mortgage, as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Sevent h Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, and an Eighteenth Supplemental Indenture dated as of April 1, 1993, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Second Supplementary Capital Funds Agreement and Assignment dated as of June 30, 19 77 (the "Second Supplementary Capital Funds Agreement") (substantially in the form of this Agreement) to secure the First Series Bonds; (ii) Entergy, the Company and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980, between the Company and the Trustees, entered into the Third Supplementary Capital Funds Agreement and Assignment dated as of January 1, 1980 (the "Third Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Second Series Bonds; (iii) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds" ;) issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture, dated as of December 1, 1984, between the Company and the Trustees, entered into the Eleventh Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1984 (the "Eleventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Third Series Bonds; (iv) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985, between the Company and the Trustees, entered into the Thirteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1985 (the "Thirteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agree ment) to secure the Fourth Series Bonds; (v) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986, between the Company and the Trustees, entered into the Sixteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Sixteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventh Series Bonds; (vi) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986, betwee n the Company and the Trustees, entered into the Seventeenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Seventeenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighth Series Bonds; (vii) Entergy, the Company and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10 1/2% Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Eighteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Eighteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Ninth Series Bonds; (viii) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Nineteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Nineteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Tenth Series Bonds; (ix) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture, dated as of November 15, 1987, between the Company and the Trustees, entered into the Twe ntieth Supplementary Capital Funds Agreement and Assignment dated as of November 15, 1987 (the "Twentieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eleventh Series Bonds; (x) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December l, 1987, between the Company and the Trustees, entered into the Twenty-first Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1987 (the "Twenty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twelfth Series Bonds; (xi) Entergy, the Company and the Trustees, as trustees for the holders of $45,000,000 aggregate princi pal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture, dated as of July 1, 1992, between the Company and the Trustees, entered into the Twenty-fourth Supplementary Capital Funds Agreement and Assignment dated as of July 1, 1992 (the "Twenty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Thirteenth Series Bonds; (xii) Entergy, the Company and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-fifth Supplementary Capital Funds Agreement and Assignment d ated as of October 1, 1992 (the "Twenty-fifth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourteenth Series Bonds; (xiii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-sixth Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-sixth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifteenth Series Bonds; (xiv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bon ds, 6% Series due 1998 (the "Sixteenth Series Bonds") issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture, dated as of April 1, 1993, between the Company and the Trustees, entered into the Twenty-seventh Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1993 (the "Twenty-seventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.58% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture, dated as of April 1, 1994, between the Company and the Trustees, entered into the Twenty-ninth Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1994 (the "Twent y-ninth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirtieth Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirtieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.7% Series due 2000 (the "Nineteenth Series B onds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirty-first Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; and (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture, dated as of September 1, 2002, between the Company and the Trustees, entered into the Thirty-fourth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 2002 (the "Thirty-fourth Supplementary Capital Funds Agr eement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

E. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement, the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and, pursuant to the Sixth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement) dated as of February 5, 1982 between Entergy, the Company and the Eurodollar Agent (the "Sixth Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Eurodollar Agent and said banks. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and, pursuant to the Seventh Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of February 18, 1983 (the "Seventh Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Eurodollar Agent and the Eurodollar Banks.

F. The Company and Citibank, N.A. (the "Series A Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement") which provided, among other things, for the issuance by the Series A Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1983 (the "Ninth Supplementary Capital Funds Agreement"), Entergy and the Comp any further supplemented their undertakings under the Capital Funds Agreement for the Series A Bank and the trustee under the indenture relating to the Series A Bonds.

G. The Company and Citibank, N.A. (the "Series B Bank") were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement") which provided, among other things, for the issuance by the Series B Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of June 1, 1984 (the "Tenth Supplementary Capital Funds Agreement"), Entergy and the Company further supplem ented their undertakings under the Capital Funds Agreement for the Series B Bank and Deposit Guaranty National Bank as trustee under the indenture relating to the Series B Bonds.

H. The Company, Citibank, N.A., as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Series C Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Series C Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agr eement) dated as of December 1, 1984 (the "Twelfth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Series C Banks and Deposit Guaranty National Bank as trustee under the indenture relating to the Series C Bonds.

I. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 between the Company and the Trustees, entered into the Fourteenth Supplementary Capital Funds Agreement and Assignment dated as of June 15, 1985 (the "Fourteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifth Series Bonds. The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 15, 1985 naming D eposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series D Bonds.

J. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May l, 1986 between the Company and the Trustees, entered into the Fifteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Fifteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixth Series Bonds. The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Gu aranty National Bank as trustee. Pursuant to the Fifteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series E Bonds.

K. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December 1, 1988, among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor) (collectively, the "Owner Trustee"), as Owner Trustee, and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December 1, 1988, among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988, among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the ac count of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000 and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 1, 1988 (the "Twenty-second Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the benefit of the Administrating Bank named in the Original Reimbursement Agreement, the 1988 Funding Bank and the 1988 Participating Banks.

L. Entergy, the Company and Chemical Bank entered into the Twenty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of January 11, 1991 (the "Twenty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the 1991 Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

M. Entergy, the Company and Chemical Bank entered into the Twenty-eighth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 17, 1993 (the "Twenty-eighth Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Second Amendment, dated as of December 17, 1993, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by the First Amendment to the Original Reimbursement Agreement and such Second Amendment, is herein called the "1993 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1993 Reimbursement Agreement, with maximum amounts of $132,131,960 and $33,032,990, respectively; (ii) for the reimbursement to the 1993 Funding Bank by the participating banks named therein (the "1993 Participating Banks") for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the 1993 Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

N. Entergy, the Company and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 27, 1996 (the "Thirty-second Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996, which amended and restated the 1993 Reimbursement Agreement (as so amended and restated, the "1996 Amended and Restated Reimbursement Agreement") and provided, among other things, (i) for the issuance by the funding bank named therein (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1996 Amended and Restated Reimbursement Agreement, with maximum amounts of $148,719,125.41 and $34,946,720.11, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the participating banks named therein (the "1996 Participating Banks") for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the 1996 Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

O. Entergy, the Company and The Chase Manhattan Bank entered into the Thirty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 20, 1999 (the "Thirty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999, among the Company, The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch, as the funding bank (the "1999 Funding Bank"), The Chase Manhattan Bank, as administrating bank, Union Bank of California, N.A., as documentation agent, and the banks named therein (the "1999 Participating Banks"), which amended and restated the 1996 Amended and Restated Reimbursement Agreement (as so amended and restated, the "1999 Amended and Restated Reimbursement Agreement") and provided, amo ng other things, (i) for the issuance by the 1999 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1999 Amended and Restated Reimbursement Agreement, with maximum amounts of $156,885,463.65 and $36,061,469.99, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the 1999 Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the 1999 Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

P. On March 3, 2003, the Company terminated and replaced the 1999 Amended and Restated Reimbursement Agreement with the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), which provided, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "2003 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 2003 Reimbursement Agreement, with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for th e reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any 2003 LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any 2003 LOC.

Q. The Company now wishes to terminate and replace the 2003 Reimbursement Agreement with the Reimbursement Agreement and to provide for the cancellation of the 2003 LOCs and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the Funding Bank to further secure the Owner Participants. The Reimbursement Agreement provides, among other things, (i) for the issuance by the Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the Funding Bank by the Participating Banks for all drafts paid by the Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the Funding Bank for th e benefit of the Participating Banks of sums equal to all drafts paid by the Funding Bank under any New LOC (such amounts, together with all Advances made by the Participating Banks pursuant to the Reimbursement Agreement, shall hereinafter be called the "Reimbursement Obligations").

R. The Company and Entergy, by this instrument, wish (i) to continue to supplement their undertakings under the Capital Funds Agreement for the benefit of the Funding Bank, the Administrating Bank and the Participating Banks (collectively, the "LOC Banks") and (ii) to create enforceable rights hereunder in the Administrating Bank as hereinafter set forth.

S. The Company, Entergy and certain other subsidiaries of Entergy have joined in an Application-Declaration on Form U-1, as amended and supplemented to date, in File No. 70-7561, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 with respect to this Agreement and certain other matters, the Securities and Exchange Commission has issued orders (the "SEC Orders") granting and permitting to become effective said Application-Declaration, as so amended and supplemented, and the SEC Orders are in full force and effect on the date of the execution and delivery hereof.

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

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

ARTICLE I.
OBLIGATIONS OF ENTERGY AND THE COMPANY

1.1. Commercial Operation of the Project. The Company shall (and Entergy shall cause the Company to) use its best efforts to maintain the Project in commercial operation and, in connection therewith, take all such action, including, without limitation, all actions before governmental authorities, as shall be necessary to enable the Company to do so.

1.2. Capital Structure of the Company. Entergy shall supply or cause to be supplied to the Company:

(a) such amounts of capital as may be required from time to time by the Company in order to maintain that portion of the Capitalization (as defined in Section 1.6 hereof) of the Company as shall be represented by the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock and the surplus of the Company, paid in, earned and other, if any, at an amount equal to at least 35% of the Capitalization of the Company or at such higher percentage as governmental regulatory authorities having jurisdiction in the premises may require; and

(b) such amounts of capital in addition to (i) the capital heretofore made available to the Company by Entergy in exchange for shares of the Company's common stock and (ii) the capital made available to the Company at any time in question through the incurrence by the Company of Indebtedness for Borrowed Money (as defined in Section 1.6 hereof) as shall be required in order for the Company to continue to own its undivided ownership interest in the Project, to provide (without limitation) for interest charges of the Company, to permit the commercial operation of Unit 1, to permit the continuation of such commercial operation and to pay in full all payments of the principal of, and premium, if any, and interest on Indebtedness for Borrowed Money (whether due at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise), it being understood and agreed that, in connection with the capital requirements of the Company, nuclear fuel leasing (including financing leases t herefor) and the entering into by the Company of industrial development revenue bond financing with respect to pollution control facilities and the issuance and sale by the Company of debt securities, and, to the extent necessary or desirable, preferred stock, to banks, institutions and the public may constitute some of the means by which required capital can be made available to the Company.

1.3. Manner of Performance. If, with respect to any amount of capital which Entergy shall, at any time in question, be obligated under the provisions of Section 1.2 to supply or cause to be supplied to the Company, Entergy and the Company shall fail to agree on the type, or terms, of any particular security to be issued by the Company and sold to Entergy or to others for the purpose of securing such required capital or if requisite regulatory approvals are not obtained for any issuance and sale so agreed upon or if such issuance and sale cannot for any other reason be carried out, then and in such event, Entergy shall supply such capital to the Company in the form of a cash capital contribution.

1.4. Payments in Respect of the Reimbursement Obligations. If at any time the Company shall require funds to pay the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and the expenses, commitment fees, participation fees, other financing fees and charges, trustees' fees and administration expenses attributable to the Reimbursement Obligations or otherwise payable by the Company pursuant to the Reimbursement Agreement, and the funds of the Company available for such purpose or purposes shall be insufficient for any reason, including, without limitation, the inability to borrow, or the absence of, funds under any local agreement or similar instrument or instruments to which the Company is now or hereafter becomes a party, Entergy will pay to t he Company in cash as a capital contribution the funds necessary to enable the Company to pay the amounts referred to above in this Section 1.4.

1.5. Subordination of Claims of Entergy Against the Company. Entergy hereby agrees that (i) all amounts advanced by Entergy to the Company (other than by way of purchases of capital stock of the Company or capital contributions to the Company) shall, for the purposes of this Agreement and so long as this Agreement shall be in full force and effect, constitute Subordinated Indebtedness of the Company (as defined in Section 1.6 hereof) and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of Entergy by way of merger or consolidation or the acquisition by such person of all or substantially all of Entergy's assets). The Company agrees that it will record all Subordinated Indebtedness of the Company as such on its books.

1.6. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) the term "Capitalization" shall mean, as of any particular time, an amount equal to the sum of the total principal amount of all Indebtedness for Borrowed Money of the Company (exclusive of Short Term Debt), secured or unsecured, then outstanding, and the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock of the Company and the surplus of the Company, paid in, earned and other, if any;

(b) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project;

(c) the term "Short Term Debt" shall mean the principal amount of unsecured Indebtedness for Borrowed Money created or incurred by the Company which matures by its terms not more than 12 months after the date of the creation or incurrence thereof, and which is not renewable or extendable at the option of the Company for a period of more than 12 months from the date of the creation or incurrence thereof pursuant to any revolving credit or similar agreement; and

(d) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 5.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Reimbursement Event of Default or Prepayment Event, then so long as such Reimbursement Event of Default or Prepayment Event shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in cash, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in cash, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II.
NATURE OF THE OBLIGATIONS
OF ENTERGY AND THE COMPANY

2.1. Regulatory Approvals.

(a) Except as provided in Section 2.2 with respect to the obligations of Entergy to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 (as to which the SEC Orders are in full force and effect at the date of execution and delivery of this Agreement), the performance of the obligations of Entergy hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities necessary at the time to permit Entergy at the time to perform its duties and obligations then to be performed hereunder, including the receipt and continued effectiveness of all authorizations of governmental authorities necessary at the time to permit Entergy at the time to supply or cause to be supplied to the Company capital pursuant to the provisions of Section 1.2 or to permit Entergy at the time to acquire securities issued and sold to Entergy by the Company.

(b) The performance of the obligations of the Company hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to perform its duties and obligations hereunder, including the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to operate the Project (or to have the Project operated for it) to the extent the Project is then operable, and to issue and to sell securities then to be issued and sold by the Company to Entergy or to others for the purpose of securing required capital.

(c) Entergy and the Company shall use their best efforts to secure and maintain all such authorizations of governmental regulatory authorities.

2.2. Nature of Obligations.

(a) The obligations of Entergy hereunder to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 having heretofore been authorized by the SEC Orders (and no other authorization by any governmental regulatory authority being required) and the LOC Banks having relied on such authorization in entering into the Reimbursement Agreement, Entergy agrees that its duty to perform such obligations shall be absolute and unconditional, (a) whether or not Entergy shall have received all authorizations of governmental regulatory authorities necessary at the time to permit Entergy to perform its other duties and obligations hereunder, (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) w hether or not, at any time in question, the Company shall have performed its duties and obligations under this Agreement, (e) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to other subsidiaries of Entergy), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (f) whether or not the Company shall be solvent, (g) regardless of any event of force majeure and (h) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing. Subject to Section 2.1(a), all other obligations of Entergy hereunder are similarly absolute and unconditional.

(b) In the event that Entergy shall cease to own a majority of the common stock of the Company and such lower ownership percentage has been permitted pursuant to the consent of the LOC Banks, the obligations of Entergy hereunder shall not be increased by any amendment to, or modification of, the terms and provisions of the Reimbursement Agreement unless Entergy shall have consented in writing to such amendment or modification.

2.3. Waivers of Defenses. The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim by Entergy against the Company, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of the Company, or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from wilful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the LOC Banks to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the LOC Banks or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

2.4. Subrogation, Etc. Entergy shall, subject to the provisions of Section 1.5, be subrogated to all rights of the LOC Banks against the Company in respect of any amounts paid by Entergy pursuant to the provisions of this Agreement and applied to the payment of the Obligations Secured Hereby (as defined in Section 5.1 hereof). The LOC Banks agree that they will not deal with the Company in such a manner as to prejudice such rights of Entergy.

ARTICLE III.
TERM

This Agreement shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in cash, provided that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Administrating Bank or any other LOC Bank upon the insolvency, bankruptcy or reorganization of the Company, Entergy or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of Entergy and the Company set forth in this Agreement are exclusively for the benefit of, and may be enforced only by, the LOC Banks as provided in the Reimbursement Agreement, or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of an y jurisdiction to which the Company is or its assets are subject.

ARTICLE IV.
ASSIGNMENT

Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any of the parties hereto, except transfer or assignment by the LOC Banks to their successors or assignees in accordance with Section 23(b) of the Reimbursement Agreement, except as otherwise provided in Article V hereof and except that:

(i) in the event that Entergy shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by Entergy to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of Entergy's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of the Company's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V.
SECURITY ASSIGNMENT AND AGREEMENT

5.1. Assignment and Creation of Security Interest. As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at the stated maturity thereof, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Reimbursement Agreement, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Administrating Bank and creates a security interest in favor of the Administrating Bank, for the benefit of the LOC Banks, in (x) all of the Compa ny's rights to receive all moneys paid, or caused to be paid, or to be paid or to be caused to be paid, to the Company by Entergy pursuant to Section 1.4 of this Agreement, and (y) all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company (including, without limitation, all of the Company's rights to receive all moneys paid, or caused to be paid, or to be paid, or to be caused to be paid, to the Company by Entergy pursuant to Sections 1.2 and 1.3 of this Agreement), whether arising under this Agreement or by statute or in law or in equity or otherwise, resulting from any failure by Entergy to perform its obligations under this Agreement, but so far as this clause (y) is concerned only to the extent required for the payment when due and payable of the Obligations Secured Hereby, together in each case with full power and authority, in the name of the Administrating Bank, or the Company as assignor, or otherwise, to demand payment of, enforce, collect, r eceive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to in clause (y) being hereinafter sometimes called the "Collateral").

5.2. Other Agreements.

(a) The Company will not assign the rights assigned in clause (x) of Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby and will not assign the other rights assigned in Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby, except as provided in paragraph (b) of this Section 5.2.

(b) The Company has secured its Indebtedness for Borrowed Money represented by (i) loans made by certain banks as referred to in Whereas Clause C hereof by the First, Fourth, Fifth and Eighth Supplementary Capital Funds Agreements, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds and the Twentieth Series Bonds, as referred to in Whereas Clause D hereof, by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-first and Thirty-fourth Supple mentary Capital Funds Agreements, respectively, (iii) loans made by certain banks as referred to in Whereas Clause E hereof by the Sixth and Seventh Supplementary Capital Funds Agreements, respectively, (iv) the obligations under the Series A Reimbursement Agreement as referred to in Whereas Clause F hereof by the Ninth Supplementary Capital Funds Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause G hereof by the Tenth Supplementary Capital Funds Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause H hereof by the Twelfth Supplementary Capital Funds Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause I hereof by the Fourteenth Supplementary Capital Funds Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause J hereof by the Fifteenth Supplementary Capital Funds Agreement, (ix) the obligations under the Original Reimbursement Agreement as referred to in Whereas Clause K hereof by the Twenty-second Supplementary Capital Funds Agreement, (x) the obligations under the 1991 Reimbursement Agreement as referred to in Whereas Clause L hereof by the Twenty-third Supplementary Capital Funds Agreement, (xi) the obligations under the 1993 Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-eighth Supplementary Capital Funds Agreement, (xii) the obligations under the 1996 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause N hereof by the Thirty-second Supplementary Capital Funds Agreement, and (xiii) the obligations under the 1999 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-third Supplementary Capital Funds Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance the cost of the Project (including, without limitation, indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein called "Additional Indebtedness"), by entering into a supplementary capital funds agreement and assignment including, without limitation, the First through Twenty-eighth Supplementary Capital Funds Agreements (each being hereinafter called an "Additional Supplementary Agreement") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (hereinafter called an "Additional Assignee"). Each Additional Supplementary Agreement shall be substantially in the form of this Agreement, except that there shall be substituted in such Additional Supplementary Agreement appropriate references to such Additional Ind ebtedness, such Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the Reimbursement Obligations, the LOC Banks, the Reimbursement Agreement and the New LOCs, respectively, and such Additional Supplementary Agreement may contain such other provisions as are not inconsistent with this Agreement and do not adversely affect the rights hereunder of the LOC Banks.

(c) Notwithstanding any provision of this Agreement to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Administrating Bank, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Administrating Bank agrees that the claims of the Administrating Bank under Sections 1.2 and 1.3 of this Agreement and any security interest, pledge or lien in favor of the Administrating Bank now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding sections of the Additional Supplementary Agreement to which it is a party and any security interest, pledge or lien in favor of such Additional Assignee thereunder now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, concurrent or subsequent Additional Supplementary Agreements are e ntered into in accordance with Section 5.2(b) hereof.

5.3. Payments to the Administrating Bank. The Company agrees that, if and whenever it shall make a demand to Entergy for any payment pursuant to Section 1.2, 1.3, or 1.4 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement, it will separately identify the respective portions of such payment, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct Entergy (subject to the provisions of Section 5.4) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Administrating Bank. Any payments made or caused to be made by Entergy pursuant to Section 1.2 or 1.3 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement shall, to the extent necessary to satisfy in full the assignment set forth in Section 5.1 of this Agreement and the corresponding assignments set forth in the Additional Supplementary Agreements, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

5.4. Payments to the Company. Notwithstanding the provisions of Sections 5.1 and 5.3, unless and until the Administrating Bank shall have given written notice to Entergy of the occurrence and continuance of any Reimbursement Event of Default or Prepayment Event, all moneys paid or to be paid to the Company pursuant to Sections 1.2, 1.3 and 1.4 of this Agreement shall be paid directly to the Company and the Company need not separately identify the respective portions of payments as provided in Section 5.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Administrating Bank simultaneously with the demand by the Company for any such payment. If the Administrating Bank shall have duly notified Entergy of the occurrence of any such Reimbursement Event of Default or Prepayment Event, such payments shall be made in the manner and in the amounts specified in Section 5.3 hereof until the Administrating Bank shall by further notice to Entergy give permission that all such payments may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 5.4. The Administrating Bank shall give such permission if no such Reimbursement Event of Default or Prepayment Event continues to exist.

5.5. Consent and Agreement of Entergy.

(a) Entergy hereby consents to the foregoing assignment and agrees with the Administrating Bank to make payments to the Administrating Bank in the amounts and in the manner specified in Section 5.3 at the office of the Administrating Bank in Monterey Park, California, which is presently located at 1980 Saturn Street, Monterey Park, California 91754, Attention: Commercial Loan Operations.

(b) Subject to the provisions of Section 2.4 hereof, Entergy agrees that all payments made to the Administrating Bank or to the Company as contemplated by Sections 5.3 and 5.4 shall be final as between Entergy and the LOC Banks or the Company, as the case may be, and that Entergy will not seek to recover from any LOC Banks for any reason whatsoever any moneys paid to the Administrating Bank by virtue of this Agreement, but the finality of any such payment shall not prevent the recovery of any overpayments or mistaken payments which may be made by Entergy unless a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, in which case any such overpayment or mistaken payment shall not be recoverable but shall constitute Subordinated Indebtedness of the Company to Entergy.

ARTICLE VI.
AMENDMENTS

6.1. Restrictions on Amendments. This Agreement may not be amended, waived, modified, discharged or otherwise changed orally. It may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto and which has been approved in writing by the LOC Banks or which does not materially adversely affect the rights of the LOC Banks.

6.2. Administrating Bank's Execution. The Administrating Bank shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Agreement (a) as to which the Administrating Bank shall have received an opinion of counsel to the effect that such instrument has been duly authorized by Entergy and the Company and is permitted by the provisions of Section 6.1 and that this Agreement, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and Entergy, and (b) which shall have been executed by Entergy and the Company. The Administrating Bank shall be fully protected in relying upon the aforesaid opinion.

ARTICLE VII.
NOTICES

7.1. Notices, Etc., in Writing. All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Agreement shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Box 61000
New Orleans, LA 70113
Attention: Treasurer

If to Entergy Corporation, to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Administrating Bank, to:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Attention.: David Musicant

with copies to each party.

7.2. Delivery, Etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 7.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VIII.
ENFORCEMENT

8.1. Enforcement Action. At any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, the Administrating Bank may proceed, in its own name, or as agent or otherwise, to protect and enforce its rights, those of the other LOC Banks and those of the Company under this Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained in this Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the LOC Banks shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Reimbursement Agreement or now or hereafter existing at law or in equity or by statute.

8.2. Attorney-in-Fact. The Company hereby constitutes the Administrating Bank its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, to enforce any of the obligations contained herein or to take any action or institute any proceedings which to the Administrating Bank may seem necessary or advisable in the premises.

ARTICLE IX.
SEVERABILITY; COUNTERPARTS

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

This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

ARTICLE X.
GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE XI.
SUCCESSION

Subject to Article IV hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of any right to any funds due or to become due under this Agreement, shall in any event relieve the Company or Entergy of their respective obligations hereunder.

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

ENTERGY CORPORATION




By:

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

SYSTEM ENERGY RESOURCES, INC.




By

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

UNION BANK OF CALIFORNIA, N.A., as Administrating Bank




By

Name:
Title:

EX-10 9 a10a99.htm

Exhibit 10(a)99

November 14, 2003

Mr. Mark T. Savoff
662 Llagas Vista Drive
Morgan Hill, CA 95037

Dear Mark:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our offer to you for the ESI system officer position of Executive Vice President, Operations. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
 
 
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
 
 
3. Base Salary. Your annual rate of pay shall be FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
 
 
4. Additional Benefits. Upon employment, you are eligible for the following additional benefits:
1. Executive Annual Incentive Plan. Beginning in the calendar year 2004, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 70% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 17.5%	70%	140%
$0 to $87,500	$350,000	$700,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 70% Target level) and is not bracketed at the 17.5%, 70% or 140% levels. Further, individual awards are discretionary.
 

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:
• 8,500 performance units (with a maximum opportunity of 200% of that Target -- prorated) for the 2002 to 2004 performance cycle; and,
• 12,500 performance units (with a maximum opportunity of 200% of that Target -- prorated) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at System Management Level 2 with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2004 to 2006 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2004

Minimum	Target	Maximum
0 or 3,125 Units	12,500 Units	25,000 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on January 1, 2004, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,800 performance units (i.e., 8,500 Target performance units for the 36-month period times 12/36 prorated months of participation equals 2,800 performance units, plus accumulated dividends). At maximum, the number of units would be 5,600 (i.e., 200% of the 2,800 units at Target.)

3. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 40,300 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after-tax net profit realized from the exercise of stock options into Entergy common stock, which must be held for a period of five years, or separa tion from service, if earlier.
 
 
4. Vacation. You will be eligible for five (5) weeks' vacation annually beginning in 2004.

 
5. Relocation Assistance (one month's salary). You will be eligible for benefits under Entergy's relocation program, including a lump sum cash payment of one month's salary ($41,667); paid at the time you relocate, for miscellaneous relocation expenses.
 
 
6. Retirement Benefits.

You will be offered participation in both of the following non-qualified retirement plans, subject to their respective terms and conditions. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Retirement Plan and Pension Equalization Plan (PEP). The Pension Equalization Plan of Entergy Corporation and Subsidiaries (the "PEP") is an excess benefit retirement plan, which together with the qualified Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. To the extent that this pension formula produces a benefit payment that is greater than permitted by the qualified Retirement Plan, the PEP restores that otherwise lost benefit.
• System Executive Retirement Plan (SERP). You will also be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates that are approximately twice as much (for the first 15 years) as the 1.5% per year flat rate under the Retirement Plan. The replacement rate that corresponds to your years of service is applied to your highest three-year average base salary and corresponding annual incentive payments. Your participation in this Plan is contingent upon execution of a SERP Application shortly after your hire date.
7. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). Subject to the terms and conditions of the SECP, if a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to three (3) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for three years following your date of separation from service.

 
8. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, the BenefitsPlus welfare benefit plans, Defined Contribution Restoration Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any Syste m Company sponsored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.
5. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, or an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.

 
6. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.

 
7. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.

 
8. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.

 
9. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.

 
10. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:

General Counsel
Entergy Services, Inc.
639 Loyola Avenue, 26^th Floor
New Orleans, LA 70113

If to you, addressed as follows:

Mr. Mark T. Savoff
662 Llagas Vista Drive
Morgan Hill, CA 95037
 

11. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.

 
12. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for cause.

 
13. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.

 
14. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

 
15. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.

 
16. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until November 28, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

Enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Mark T. Savoff

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

ENTERGY SERVICES, INC.,
BY ITS DULY AUTHORIZED AGENT:


Date: _____________________________________

Signature: _________________________________

Printed Name: _____________________________

Title: _____________________________________

This document constitutes part of a prospectus covering Securities that have been registered under the Securities Act of 1933.

EX-10 10 a10b63.htm

Exhibit 10(b)63

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank and Funding Bank,

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent,

BANC ONE CAPITAL MARKETS, INC.,

as Documentation Agent

AND THE PARTICIPATING BANKS

NAMED HEREIN

DATED AS OF

DECEMBER 22, 2003

______________________________________________

UNION BANK OF CALIFORNIA, N.A.,
as Lead Arranger


BANC ONE CAPITAL MARKETS, INC. and KEYBANK NATIONAL ASSOCIATION,
as Co-Arrangers

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of December 22, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), BANC ONE CAPITAL MARKETS, INC., as documentation agent (in such capacity, the "Documentation Agent"), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent" and, together with the Documentation Agent and the Administrating Bank, collectively referred to as the "Agents"), and the banks listed on the signature pages hereof under the heading "Particip ating Banks" and the other banks from time to time party to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claibo rne County, Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "Existing Funding Bank"), and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1 hereof) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit"); and

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Agents, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"ABR", when used in reference to any drawing under a Letter of Credit or any Advance or Borrowing, refers to whether such drawing, Advance, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"ABR Advance" means an Advance in respect of which the Company has selected in accordance with Section 2(e)(i) hereof, or this Agreement otherwise provides for, interest to be computed on the basis of the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Rate Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Advance" means any DLE Initial Advance, DLE Term Advance, EOL Initial Advance or EOL Term Advance, and "Advances" means DLE Initial Advances, DLE Term Advances, EOL Initial Advances and EOL Term Advances collectively.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition u ntil the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Rate" means, for any day, (a) with respect to any drawing under a Letter of Credit that bears interest at a rate determined by reference to the Adjusted LIBO Rate or any Eurodollar Rate Advance subsequently made by the Participating Banks in order to reimburse such drawing (including any Advances resulting from the subsequent Conversion of such Eurodollar Rate Advance), (i) for the period commencing on the date of such drawing (the "Draw Date") to and including the 60th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate for the Interest Period in effect plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt, (ii) for the period following the 60th day following the Draw Date to and including the 180th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 0.25% per annum and (iii) for the period following the 180^th day following the Draw Date until the date that such Advance is due and payable, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 1.0% per annum; (b) with respect to the Participation Fees payable hereunder, the rate per annum set forth below under the caption &q uot;Participation Fee Rate", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt; and (c) with respect to the Commitment Fees payable hereunder, the rate per annum set forth below under the caption "Commitment Fee Rate", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt:

	Index Debt Ratings	Eurodollar Spread	Participation Fee Rate	Commitment Fee Rate
Category 1	A3 or higher/A- or higher	1.000%	1.000%	0.125%
Category 2	Baa1/BBB+	1.125%	1.125%	0.150%
Category 3	Baa2/BBB	1.375%	1.375%	0.200%
Category 4	Baa3/BBB-	1.500%	1.500%	0.250%
Category 5	Ba1 or lower/BB+ or lower	2.375%	2.375%	0.375%

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the lower of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effe ctive date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Banks shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"Availability Agreement" means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Availability Agreement Assignment" means the Thirty-Fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I, and as amended from time to time in accordance with the terms of this Agreement.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Borrowing" means a borrowing consisting of Advances of the same Type and Interest Period made on the same date by the Participating Banks, ratably in accordance with their respective Participation Percentages. A Borrowing may be referred to herein as being a "Type" of Borrowing, corresponding to the Type of Advances comprising such Borrowing. For purposes of this Agreement, all Advances made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single Borrowing until repaid or next Converted.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Capital Funds Agreement" means the Capital Funds Agreement, dated as of June 21, 1974, between the Company and Middle South Utilities, Inc. (the predecessor of Entergy), as amended and supplemented heretofore and from time to time.

"Closing Date" means December 22, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral Agreements" means the Supplementary Capital Funds Agreement, the Availability Agreement, and the Availability Agreement Assignment.

"Commitment Fee" has the meaning set forth in Section 3 hereof.

"Company" has the meaning set forth in the preamble hereto.

"Conversion", "Convert" or "Converted" each refers to a conversion of Advances pursuant to Section 2(f) hereof, including but not limited to any selection of a longer or shorter Interest Period to be applicable to such Advances or any conversion of an Advance as described in Section 2(f)(iv) hereof.

"Consolidated Indebtedness" means the Indebtedness of the Company and its consolidated Subsidiaries, as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Debt Ratio" means, on any date of determination, the ratio of (i) the aggregate amount of Consolidated Indebtedness and Preferred Stock on such date to (ii) Total Liabilities and Equity as of such date.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2002; (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2003; (iii) the Annual Report on Form 10-K with respect to Entergy and the Operating Companies for the year ended December 31, 2002; and (iv) the Quarterly Report on Form 10-Q with respect to Entergy and the Operating Companies for the quarter ended September 30, 2003.

"DLE Initial Advance" has the meaning assigned to that term in Section 2(c)(iii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Initial Advance). The Type of a DLE Initial Advance may change from time to time when such DLE Initial Advance is Converted. For purposes of this Agreement, all DLE Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Initial Advance by such Participating Bank until repaid or next Converted.

"DLE Initial Advance Repayment Date" has the meaning assigned to that term in Section 2(b)(iii) hereof.

"DLE Term Advance" has the meaning assigned to that term in Section 2(c)(iv) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Term Advance). The Type of a DLE Term Advance may change from time to time when such DLE Term Advance is Converted. For purposes of this Agreement, all DLE Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Term Advance by such Participating Bank until repaid or next Converted.

"Documentation Agent" has the meaning set forth in the preamble hereto.

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

"EAI" means Entergy Arkansas, Inc., an Arkansas corporation.

"ELI" means Entergy Louisiana, Inc., a Louisiana corporation.

"EMI" means Entergy Mississippi, Inc., a Mississippi corporation.

"ENOI" means Entergy New Orleans, Inc., a Louisiana corporation.

"Entergy" means Entergy Corporation, a Delaware corporation, formerly Middle South Utilities, Inc., and the holder of all shares of the common stock of the Company as of the date hereof.

"EOL Initial Advance" has the meaning assigned to that term in Section 2(c)(i) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Initial Advance). The Type of a EOL Initial Advance may change from time to time when such EOL Initial Advance is Converted. For purposes of this Agreement, all EOL Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Initial Advance by such Participating Bank until repaid or next Converted.

"EOL Initial Advance Repayment Date" has the meaning assigned to that term in Section 2(b)(ii) hereof.

"EOL Term Advance" has the meaning assigned to that term in Section 2(c)(ii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Term Advance). The Type of an EOL Term Advance may change from time to time when such EOL Term Advance is Converted. For purposes of this Agreement, all EOL Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Term Advance by such Participating Bank until repaid or next Converted.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

"Eurodollar", when used in reference to any Advance or Borrowing, refers to whether such Borrowing, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Eurodollar Rate Advance" means an Advance in respect of which the Company has selected in accordance with Section 2(e)(iii) hereof interest to be computed on the basis of the Adjusted LIBO Rate.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Excepted Encumbrances" shall mean, as of any particular time, any of the following:

(a) liens for taxes, assessments or governmental charges not then delinquent and liens for workmen's compensation awards and similar obligations not then delinquent and undetermined liens or charges incidental to construction, and liens for taxes, assessments or governmental charges then delinquent but the validity of which is being contested at the time by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company;

(b) any liens securing indebtedness, neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Company for substation, transmission line, transportation line, distribution line or right of way purposes;

(c) rights reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of the Company;

(d) rights currently reserved to or vested in others to take or receive any part of the power, gas, oil or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Company;

(e) easement, restrictions, exceptions or reservations in any property and/or rights of way of the Company for the purpose or roads, pipelines, substations, transmission lines, transportation lines, distribution lines, removal of coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in titles of any property and/or rights of way, which do not materially impair in the aggregate the use of such property and/or rights of way for the purposes for which such property and/or rights of way are held by the Company;

(f) rights reserved to or vested in any governmental authority to use, control or regulate any property of the Company;

(g) any obligations or duties, affecting the property of the Company, to any governmental authority with respect to any franchise, grant, license or permit; and

(h) any controls, liens, restrictions, regulations, easements, exceptions or reservations of any governmental authority applying particularly to nuclear fuel.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 306S234762, in the stated amount of $36,515,236.09, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 306S234761, in the stated amount of $161,546,191.84, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on March 3, 2003.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means the letter agreement, dated the date hereof, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Fixed Charge Ratio" has the meaning set forth in Section 12(g) hereof.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, Mississippi, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indebtedness" of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) he reof (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans, (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan, (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repo ssession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Index Debt" means senior, secured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

"Interest Expense" has the meaning set forth in Section 12(g) hereof.

"Interest Period" means with respect to any Eurodollar Rate Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Company may elect, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Rate Advance initially shall be the da te on which such Advance is made and, in the case of an Advance that has been Converted, thereafter shall be the effective date of the most recent Conversion or continuation of such Advance.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"LIBO Rate" means, with respect to any Eurodollar Rate Advance for any Interest Period, the rate, as determined by the Administrating Bank, at which deposits in Dollars are offered to the Administrating Bank in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted, at approximately 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to Union Bank of California, N.A.'s Participation Percentage of such Eurodollar Rate Loan and for a period equal to such Interest Period.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means the Mortgage and Deed of Trust, dated as of June 15, 1977, to The Bank of New York (successor to United States Trust Company of New York) and Douglas J. MacInnes (successor to Gerard P. Ganey and Malcolm J. Hood), as amended and supplemented from time to time.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Obligations" means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) hereof, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii) obligations of such Pe rson under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

"Operating Companies" means EAI, ELI, EMI and ENOI, each being an "Operating Company".

"Original Reimbursement Agreement" means the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Plan" shall mean any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

"Preferred Stock" means any mandatorily redeemable preferred stock of the Company.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Regulation D" means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Reportable Event" means any reportable event as defined in Section 4043 (b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Significant Operating Company" means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

"Significant Operating Group" means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

"S&P" shall mean Standard & Poor's Ratings Services.

"Stated Expiration Date" means May 30, 2007, as such date may be extended from time to time pursuant to Section 19 hereof.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrating Bank is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Drawings under a Letter of Credit that bear interest at a rate determined by reference to the Adjusted LIBO Rate and Eurodollar Rate Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Bank under Regulation D or any comparable regulation. The St atutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Supplementary Capital Funds Agreement" means the Thirty-Fifth Supplementary Capital Funds Agreement and Assignment dated as of December 22, 2003, among the Company, Entergy and the Administrating Bank, substantially in the form of Exhibit H hereto and as amended from time to time in accordance with the terms of this Agreement.

"Syndication Agent" has the meaning set forth in the preamble hereto.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Termination Event" means (i) a Reportable Event, or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

"Total Liabilities and Equity" means, on any date of determination, the consolidated total liabilities and equity of the Company as shown on the most recent financial statement of the Company filed with the SEC on Form 10-K or Form 10-Q.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit, the Fee Letter and the Collateral Agreements.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Type" has the meaning assigned to such term in the definitions of "DLE Initial Advance", "DLE Term Advance", "EOL Initial Advance", "EOL Term Advance" and "Borrowing" herein.

"Unit 1" has the meaning specified in the preamble hereto.

"UPSA" means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement and Advances. (a) Reimbursement on Demand. Subject to the provisions of subsections (b), (c) and (e), below, the Company hereby agrees to pay (whether with the proceeds of Advances made pursuant to subsection (c), below, or otherwise) to the Funding Bank on demand (i) on and after each date on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, a sum equal to such amount so paid (which sum shall constitute a demand loan from the Funding Bank to the Company from the date of such payment by the Funding Bank until so paid by the Company), plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Fundin g Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Reimbursement Upon the Occurrence of Certain Events. The Company shall reimburse the Funding Bank for each payment made by the Funding Bank under a Letter of Credit in accordance with the following paragraphs (i), (ii) and (iii):

(i) Reimbursement Defaults. If, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, either an Event of Default or a Reimbursement Default has occurred and is continuing, the Company shall pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the fifth day following the Business Day on which the Funding Bank shall make such payment a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon at a rate per annum equal to the Alternate Base Rate in effect from time to time.

(ii) Events of Loss. Subject to paragraph (i) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, an Event of Loss has occurred and is continuing, the Company shall pay to the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(ii), below, or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 35th day following the Business Day on which the Funding Bank shall make such payment (the "EOL Initial Advance Repayment Date") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(iii) Deemed Loss Events and Other Circumstances. Subject to paragraphs (i) and (ii) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, (A) a Deemed Loss Event has occurred and is continuing or (B) any other event or circumstance (other than a Reimbursement Default, an Event of Default or an Event of Loss) giving rise to such drawing has occurred, the Company shall reimburse the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(iv) below or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 90th day following the Business Day on which the Funding Bank shall make such payment (the "DLE Initial Advance Repayment Date") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(c) Advances. Each Participating Bank agrees to make Advances for the account of the Company from time to time upon the terms and subject to the conditions set forth below:

(i) EOL Initial Advances. If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(ii) above (such payment referred to herein as an "EOL Payment"), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such EOL Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being an "EOL Initial Advance" made by such Participating Bank and, collectively, the "EOL Initial Advances"). Each such EOL Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each EOL Initial Advance in accordance with subsection (h)(i), below. The Company may repay the principal amount of any EOL Initial Advance with (and to the extent of) the proceeds of an EOL Term Advance made pursuant to paragraph (ii) below, and may prepay EOL Initial Advances in accordance with subsection (i) below.

(ii) EOL Term Advances. If the Funding Bank shall make any EOL Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(f) hereof on and as of the EOL Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being an "EOL Term Advance" made by such Participating Bank and, collectively, the "EOL Term Advances") on the EOL Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's EOL Initial Advances maturing on such EOL Initial Advance Repayment Date. All EOL Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the EOL Initial Advance Repayment Date), (2) the principal amount of EOL Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the EOL Term Advances comprising such Borrowing. The proceeds of each Participating Bank's EOL Term Advances shall be applied solely to the repayment of the EOL Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each EOL Term Advance in accordance with subsection (h)(ii) below, and may prepay EOL Term Advances i n accordance with subsection (i) below.

(iii) DLE Initial Advances. If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(iii) above (such payment referred to herein as a "DLE Payment"), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such DLE Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being a "DLE Initial Advance" made by such Participating Bank and, collectively, the "DLE Initial Advances"). Each such DLE Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each DLE Initial Advanc e in accordance with subsection (h)(iii) below. The Company may repay the principal amount of any DLE Initial Advance with (and to the extent of) the proceeds of a DLE Term Advance made pursuant to paragraph (iv) below, and may prepay DLE Initial Advances in accordance with subsection (i) below.

(iv) DLE Term Advances. If the Funding Bank shall make any DLE Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(g) hereof on and as of the DLE Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being a "DLE Term Advance" made by such Participating Bank and, collectively, the "DLE Term Advances") on the DLE Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's DLE Initial Advances maturing on such DLE Initial Advance Repayment Date. All DLE Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the DLE Initial Advance Repayment Date), (2) the principal amount of DLE Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the DLE Term Advances comprising such Borrowing. The proceeds of each Participating Bank's DLE Term Advances shall be applied solely to the repayment of the DLE Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each DLE Term Advance in accordance with subsection (h)(iv) below, and may prepay DLE Term Advances in accordance with subsection (i) below.

(d) Application of Payments. Any payment made by the Company pursuant to subsection (a) or (b) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) or (b) above, there shall be amounts due from the Company pursuant to subsection (a) or (b) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to all such Letters of C redit.

(e) Interest on Advances. The Company shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full at the applicable rate set forth below:

(i) Alternate Base Rate. Except to the extent that the Company shall elect to pay interest on any Advance for any Interest Period pursuant to paragraph (iii) below, the Company shall pay interest on each Advance from the date thereof until the date such Advance is due, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time. The Company shall pay interest on each Advance bearing interest in accordance with this subsection monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any ABR Advance to a Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(ii) Interest Periods. Subject to the other requirements of this subsection (e) and in the definition of "Interest Period" contained in Section 1 hereof, the Company may from time to time elect to have the interest on all Advances comprising part of the same Borrowing determined and payable for a specified Interest Period in accordance with paragraph (iii) below.

(iii) Eurodollar Rate. Subject to the requirements of this subsection (e) and subsection (f) below, the Company may from time to time elect to have any Advances comprising part of the same Borrowing Converted to Eurodollar Rate Advances. The Interest Period applicable to (x) any EOL Initial Advance that has been so Converted shall be of one month's duration, (y) any DLE Initial Advance that has been so Converted shall be of one, two or three whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below and (z) any DLE Term Advance or EOL Term Advance shall be of one, two, three or six whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below. If the Company shall have made such election, the Company shall pay interest on such Eurodollar Rate Advances at the Applicable Rate for the applicable Interest Period for such Eurodolla r Rate Advances, payable monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(iv) Interest Rate Determinations. The Administrating Bank shall give prompt notice to the Company and the Participating Banks of the Adjusted LIBO Rate determined from time to time by the Administrating Bank to be applicable to each Eurodollar Rate Advance.

(f) Conversion of Advances. The Company may elect to Convert one or more Advances of any Type to one or more Advances of the same or any other Type on the following terms and subject to the following conditions:

(i) Each Conversion shall be made as to all Advances comprising a single Borrowing upon irrevocable written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) on the third Business Day prior to the date of the proposed Conversion.  The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (A) the date of such proposed Conversion (which in the case of Eurodollar Rate Advances shall be the last day of the Interest Period then applicable to such Advances to be Converted), (B) the Type of, and Interest Period, if any, applicable to the Advances proposed to be Converted, (C) the aggregate principal amount of Advances proposed to be Converted, and (D) the Type of Advances to which such Advances are proposed to be Converted and the Interest Period, if any, to be applicable thereto.

(ii) During the continuance of a Reimbursement Default (other than a Reimbursement Event of Default), the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and all Eurodollar Rate Advances then outstanding shall be Converted to ABR Advances on the last day of the Interest Period then in effect, if, on such day, a Reimbursement Default (other than a Reimbursement Event of Default) shall be continuing.

(iii) During the continuance of a Reimbursement Event of Default, the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and upon the occurrence of a Reimbursement Event of Default, all Eurodollar Rate Advances then outstanding shall immediately, without further act by the Company, be Converted to ABR Advances.

(iv) If no notice of Conversion is received by the Administrating Bank as provided in paragraph (i) above with respect to any outstanding Eurodollar Rate Advances on or before the third Business Day prior to the last day of the Interest Period then in effect for such Eurodollar Rate Advances, the Administrating Bank shall treat such absence of notice as a deemed notice of Conversion providing for such Advances to be Converted to ABR Advances on the last day of such Interest Period.

(g) Other Terms Relating to the Making and Conversion of Advances. (i) Notwithstanding anything in subsections (c), (e) and (f) above to the contrary:

(A) at no time shall more than five different Borrowings be outstanding hereunder; and

(B) each Borrowing consisting of Eurodollar Rate Advances or ABR Advances shall be in the aggregate principal amount of at least $5,000,000.

(ii) Each notice of Conversion pursuant to subsection (f) above shall be irrevocable and binding on the Company.

(h) Repayment of Advances. (i) The unpaid principal amount of each EOL Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the EOL Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(ii) The unpaid principal amount of each EOL Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 330 days from the date of making such EOL Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(iii) The unpaid principal amount of each DLE Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the DLE Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks .

(iv) The unpaid principal amount of each DLE Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 270 days from the date of making such DLE Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(i) Prepayment of Advances. (i) The Company shall have no right to prepay any principal amount of any Advances except in accordance with paragraph (ii) below.

(ii) The Company may, (A) upon at least three Business Days' irrevocable written notice to the Administrating Bank, in the case of any Eurodollar Rate Advance, and (B) upon at least one Business Day's irrevocable written notice to the Administrating Bank, in the case of any ABR Advance, in each case stating the proposed date and aggregate principal amount of the prepayment and the specific Borrowing(s) to be prepaid, and if such notice is given, the Company shall, prepay, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due pursuant to Section 2(l) hereof, the outstanding principal amount of all Advances comprising the same Borrowing, in each case as the Company shall designate in such notice; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000, or, if less, the aggregate principal amount of all Advances then outstanding.

(j) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(k) Evidence of Indebtedness. The Funding Bank and each Participating Bank shall maintain, in accordance with their usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit (in the case of the Funding Bank) and from each Advance (in the case of each Participating Bank) made from time to time hereunder and the amounts of principal and interest payable and paid from time to time hereunder.

(l) Breakage Costs. In the event of (i) the payment of any principal of any Eurodollar Rate Advance other than on the last day of an Interest Period applicable thereto (including as a result of a Reimbursement Event of Default or Prepayment Event), (ii) the Conversion for any reason of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto, (iii) the failure to Convert, continue or prepay any Eurodollar Rate Advance on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 4(g), then, in any such event, the Company hereby agrees to compensate each Participating Bank for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Participating Bank shall be deemed to include an amount determined by such Participating B ank to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the Adjusted LIBO Rate (in the case of a Eurodollar Rate Advance) that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to Convert or continue, for the period that would have been the Interest Period for such Advance), over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Participating Bank would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Participating Bank setting forth any amount or amounts that such Participating Bank is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive abse nt manifest error. The Company shall pay such Participating Bank the amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Company contained in this subsection (1) shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of the Funding Bank a fee with respect to each Letter of Credit as separately agreed upon between the Company and the Funding Bank in accordance with the terms of the Fee Letter; (b) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Credit Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on such Termination Date; (c) upon the execution of this Agreement, for the account of the Funding Bank and each Participating Bank (including t he Administrating Bank and the Syndication Agent), the up-front fees separately agreed upon between the Administrating Bank and the Participating Banks and consented to by the Company; (d) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the Fee Letter; and (e) for the account of each Participating Bank, a commitment fee with respect to the Letters of Credit (the "Commitment Fee") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the excess of (A) the Aggregate Maximum Credit Amount over (B) the aggregate Maximum Drawing Amount of the Letters of Credit in effect from time to time, from and including the Date of Issuance of the Letters of Credit to but excluding the Termination Date of each Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on each such Termination Date. Up on receipt from the Company of fees payable in accordance with the provisions of this Section 3, the Administrating Bank agrees to promptly pay to the account of the Funding Bank and each Participating Bank, as applicable, the fees paid to it for the account of the Funding Bank or such Participating Bank pursuant to this Section 3.

SECTION 4. Change in Circumstances; Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance:

(i) the Administrating Bank determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(ii) the Administrating Bank is advised by the Required Banks that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Required Banks of making or maintaining their Eurodollar Rate Advances for such Interest Period;

then the Administrating Bank shall give notice thereof to the Company and the Participating Banks by telephone or telecopy as promptly as practicable thereafter and, until the Administrating Bank notifies the Company and the Participating Banks that the circumstances giving rise to such notice no longer exist, (A) any request to Convert any ABR Advance to, or to continue any Eurodollar Rate Advance as, a Eurodollar Rate Advance shall be ineffective and (B) if any request is made for a Eurodollar Rate Advance, such Borrowing shall be made as an ABR Advance.

(b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Lette rs of Credit or any drawing thereunder or making or maintaining any Eurodollar Rate Advance (or of maintaining its obligation to make such Advance) (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(c) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (c).

(d) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(e) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a), (b) and (c) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(f) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(g) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(e) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(h) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(e) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sentence, int erest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimburse the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 2 or Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 2 or Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases; (ii) any Reimbursement Default or Prepayment Event hereunder; (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder; (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v i) the existence of any claim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Credit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or willful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit or Advances pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Co mpany (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official, all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit or Advances, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Ban k acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the ot her Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect . Without limiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or willful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit or any Advance, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Lett ers of Credit. Nothing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(b)(i), 2(e)(i), 5(a) and 5(c) hereof (in each case only to the extent such interest is based on the Prime Rate) shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day). Interest payable under Section 2(e)(iii) hereof, interest payable hereunder that is based on the Federal Funds Effective Rate, and the fees payable under Section 3 hereof shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c), (d) and (e) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xvi) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date, in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, (A) as New York counsel to the Company, substantially in the form of Exhibit C hereto, and (B) as New York counsel to Entergy (including certain Delaware opinions), substantially in the Form of Exhibit D-1 hereto;

(ii) (A) an opinion of Denise C. Redmann, as Louisiana counsel to Entergy, substantially in the form of Exhibit D-2, (B) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit E-1 hereto, and (C) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E-2 hereto;

(iii) an opinion of (A) Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to EMI, (B) Friday, Eldredge & Clark, LLP, as Arkansas counsel to EAI, (C) Denise C. Redmann, as Louisiana counsel to ELI, and (D) Denise C. Redmann, as Louisiana counsel to ENOI, substantially in the form of Exhibits F-1 to F-4 hereto, respectively;

(iv) an opinion of Hughes Hubbard & Reed LLP, (A) as special counsel for the Administrating Bank, substantially in the form of Exhibit G-1 hereto, and (B) as special counsel to the Funding Bank, substantially in the form of Exhibit G-2 hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Collateral Agreements, each of the other Transaction Documents to which the Company is a party and the Collateral Trust Indenture, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company, Entergy or any Operating Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents, the Collateral Agreements or any of the Financing Documents to which any of the Company, Entergy or any Operating Company is a party;

(vii) a certificate as to the good standing of each of the Company, Entergy, and each Operating Company, as of a recent date, from the Secretary of State of the applicable state of such Person's organization and, in the case of the Company, the Secretary of State of the State of Mississippi;

(viii) the Administrating Bank shall have a perfected first priority security interest in the Collateral Agreements;

(ix) (i) a certificate of the Secretary or Assistant Secretary of each of the Company, Entergy, and each Operating Company certifying (A) that attached thereto is a true and complete copy of the by-laws of such Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above or subclause (B) below, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution, delivery and performance of the Collateral Agreements to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of such Person and (y) that such certificate or articles of incorporation have not been amended since the date of the last amendment thereto , and (D) as to the incumbency and specimen signature of each officer executing this Agreement, any Collateral Agreement or any other document or certificate delivered in connection herewith on behalf of such Person; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to subclause (i) above;

(x) an executed copy of the Supplementary Capital Funds Agreement;

(xi) an executed copy of the Availability Agreement Assignment;

(xii) a copy of each Disclosure Document;

(xiii) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xiv) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xv) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xvi) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank);

(iv) all fees required to be paid pursuant to Section 3 on the Closing Date, shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable; and

(v) the Company shall have paid all reasonable costs and expenses of the Administrating Bank, each other Agent and the Funding Bank described in Section 21 hereof (including the reasonable fees and disbursements of counsel to the Administrating Bank and the Funding Bank), to the extent invoiced at least three days prior to such Date of Issuance.

(e) On the Date of Issuance of the Letters of Credit, the full power operating license issued for Unit 1 by the Nuclear Regulatory Commission shall be in full force and effect.

(f) Conditions Precedent to EOL Term Advances. The obligation of each Participating Bank to make an EOL Term Advance shall be subject to the conditions precedent that, on the date of such EOL Term Advance, the following statements shall be true and the Administrating Bank shall have received a certificate of a duly authorized officer of the Company, dated the date of such EOL Term Advance stating that:

(i) the representations and warranties contained in Section 10 of this Agreement are true and correct in all material respects on and as of the date of such EOL Term Advance, before and after giving effect to such EOL Term Advance and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default, Reimbursement Default, Prepayment Event or Indenture Event of Default.

(g) Conditions Precedent to DLE Term Advances. The obligation of each Participating Bank to make any DLE Term Advance shall be subject to the conditions precedent that, on the date of such DLE Term Advance, the following statements shall be true and the Administrating Bank shall have received a certificate of a duly authorized officer of the Company, dated the date of such DLE Term Advance stating that:

(i) the representations and warranties contained in Section 10 of this Agreement are true and correct in all material respects on and as of the date of such DLE Term Advance, before and after giving effect to such DLE Term Advance and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default, a Reimbursement Default, Prepayment Event or Indenture Event of Default.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule II thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any actual, asserted or implied lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is a party, have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any Indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or any other Transaction Document to which it is a party, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound, or results or will result in the creation or imposition of any Lien (other than Liens permitted under Section 12(e) hereof) upon any of its property or the property of any of its Affiliates. There is no provision of its charter or by-laws, or any Applicable Law, or, except as disclosed in the Disclosure Documents, any such indenture, m ortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it can now foresee) to materially adversely affect, its business, operations, affairs, condition, properties or assets. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document or Financing Document to which it is, or is to become, a party.

(d) Governmental Actions. No Governmental Action is or will be required in connection with (i) the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Agreement or any other Transaction Document or Financing Document to which it is, or is to become, a party, or Sections 1.3 and 1.4 of the Supplementary Capital Funds Agreement or Section 2.2(b) of the Availability Agreement Assignment, or (ii) the execution and delivery of the Collateral Agreements, except such Governmental Actions (A) as have been, or on or before the Closing Date, in, the case of this Agreement and the other Transaction Documents, or the Refunding Date, in the case of the Financing Documents, will have been, duly obtained, given or accomplished, (B) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the Closing Date in connection with the maintenance, use, possession or operation of G rand Gulf or otherwise with respect to Grand Gulf and its involvement therewith and which are, for Unit 1, routine in nature and which it has no reason to believe will not be timely obtained, and (C) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf, is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement, or in connection with the participation by the Owner Trustee, the Indenture Trustee, any Owner Participant, or any Loan Participant in the consummation of the transactions contemplated by the Transaction Documents or the Financing Documents or (b) to be obtained by any of such Persons during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof, in the case of this Agreement and the other Transaction Documents, or the Refunding Date, in the case of any Refunding Loan or any Financing Documents, will have been, duly obtained, given or accomplished, (2) as may be required by Applicable Law not now in effect, (3) as may be required in consequence of any transfer of ownership of any Note or Bond by the Holder thereof, the beneficial interest in the Trust by any Owner Participant, or any of the Undivided Interests by the Owner Trustee, (4) as may be required in consequence of the issuance, sale or exchange and delivery of any obligations issued under and pursuant to any Collateral Trust Indenture, (5) as would be required by Applicable Law existing on any of the Lease Termination Dates in connection with taking possession of an interest in Unit 1, (6) as may be required by existing Applicable Law if, after any of the Lease Termination Dates, the Company should redeliver any Undivided Interest to the Owner Trustee pursuant to Section 5(a) of any of the Facility Leases or provide transmission services for the Owner Trustee and sell the Retained Assets to the Owner Trustee as provided under any of the Assignment and Assumption Agreements, or (7) as may be required in consequence of any exercise of remedies or other rights by any such Person under Section 16 of any of the Facility Leases. None of the Governmental Actions referred to in clause (A) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it, and each of this Agreement and such other Transaction Documents is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company, Entergy, EAI, EMI, ELI, ENOI or any Significant Operating Company or Significant Operating Group before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement, any of the other Transaction Documents or the UPSA, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the financial condition, business, properties, operations, or prospects of the Company or it and its Subsidiaries taken as a whole or the ability of the Company to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(g) Material Adverse Change. The consolidated balance sheets of the Company, Entergy and each of EAI, EMI, ELI, and ENOI as at December 31, 2002, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheets of such companies and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2002, there has been no material adverse change in its consolidated financial condition, business, properties, operations or prospects of (i) the Company or (ii) Entergy and its Subsi diaries taken as a whole, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

(h) Employee Benefit Plans. The Company and each of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder. No Reportable Event has occurred as to which the Company or any ERISA Affiliate was required to file a report with the PBGC, and the present value of all benefit liabilities under each Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed by a material amount the value of the assets of such Plan. Neither the Company nor any ERISA Affiliate has incurred any Withdrawal Liability that materially adversely affects the financial condition of the Company and its ERISA Affiliates taken as a whole. Neither the Company nor any ERISA Affiliate maintains or contributes to a Multiemployer Plan.

(i) Taxes. The Company, Entergy, and each of EAI, EMI, ELI and ENOI and each Subsidiary thereof has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof other than such taxes that the Company or such Subsidiary is contesting in good faith by appropriate legal proceedings.

(j) UPSA. The UPSA is in full force and effect and there is no default thereunder by any Significant Operating Company or Significant Operating Group.

(k) Tax Shelter Regulations. The Company does not intend to treat the issuance of the Letters of Credit, any Advances or any other transactions contemplated by this Agreement and the other Transaction Documents as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In the event that the Company determines to take any action inconsistent with such intention, the Company will promptly notify the Administrating Bank thereof. The Company acknowledges that one or more of the Agents and/or the Banks may treat the Letters of Credit and any Advances, as the case may be, as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrating Bank, the other Agents and the Banks, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(b) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws (including, but not limited to, ERISA and environmental laws), rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than (A) the Administrating Bank's or such Bank's employees, authorized agents or representatives or (B) any Person: (1) to (or through) whom the Administrating Bank or such Participating Bank assigns or trans fers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (2) with (or through) whom such Participating Bank enters into (or may potentially enter into) any sub-participation, any securitization, any hedge or otherwise, in relation to, or any other transaction under which payments are to be made by reference to, this Agreement; or (3) to whom, and to the extent that, information is required to be disclosed by any Applicable Law, provided, however, that in relation to clause (1) and (2) above, the Person to whom information is to be given has entered into a confidentiality undertaking for the benefit of the Company. Notwithstanding anything herein to the contrary, the Company, the Administrating Bank, the other Agents, each Bank and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind (x) any information with respect to the U.S. federal and state income tax treatment and tax structure of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment or tax structure, which facts shall not include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment, tax structure or facts, and (y) all materials or any kind (including opinions or other tax analyses) relating to such tax treatment, tax structure or facts that are provided to any of the Persons referred to above.

(e) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company or Entergy sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which any such company or any of its respective Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, Entergy, and each Operating Company, a copy of the annual report in the form required for reporting to the SEC for such year for such company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company (A) stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or an Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and (B) setting forth in a true and correct manner, the calculation of the ratio s required by Sections 12(f) and (g) hereof, as of the date of the most recent financial statements accompanying such certificate, to show the Company's compliance with or the status of the financial covenants contained herein; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any such Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

(h) ERISA (i) Comply in all material respects with the applicable provisions of ERISA and (ii) furnish to the Administrating Bank (A) as soon as possible, and in any event within 30 days after any officer of the Company or any ERISA Affiliate knows or has reason to know that any Termination Event (other than one described in clause (v) of such defined term) has occurred that alone or together with any other such Termination Event could reasonably be expected to result in liability of the Company to the PBGC in an aggregate amount exceeding $20,000,000, a statement of an officer setting forth details as to such Termination Event and the action that the Company proposes to take with respect thereto, together with a copy of the notice of such Termination Event, if any, given to the PBGC, (B) promptly after receipt thereof, a copy of any notice the Company or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (o ther than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, and (C) within 10 days after the due date for a filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of an officer setting forth details as to such failure and the action that the Company proposes to take with respect thereto, together with a copy of such notice given to the PBGC.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Sales, etc., of Assets. Except in the ordinary course of business, sell, lease, assign, transfer, or otherwise dispose of or permit any of its Subsidiaries to sell, lease, assign, transfer, or otherwise dispose of the assets of the Company or its Subsidiaries (whether in one transaction or in a series of transactions) provided, however, that (i) the Company may sell and leaseback the undivided interest in Unit 1 as contemplated by the Transaction Documents; (ii) the Company or a Subsidiary thereof may sell and leaseback nuclear fuel under either capitalized or noncapitalized leases; (iii) the Company or a Subsidiary thereof may, as part of an industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, sell, lease or otherwise transfer and leaseback (or repurchase pursuant to a conditional sale or other installment sale contract) such facilities; (iv) the Company or a Subsidiary thereof may sell, assign, transfe r or otherwise dispose of undivided interests in Grand Gulf if such transactions are for the purpose of complying with an order or orders of a governmental body having jurisdiction in the premises or for the purpose of complying with the conditions of any construction permits issued to the Company or a Subsidiary thereof by the Nuclear Regulatory Commission, provided that (A) payment for any such transaction shall be in cash or its equivalent and (B) each co-owner shall have waived any right it might have had to require any participation or division of Grand Gulf during the useful life of Grand Gulf and shall have entered into an agreement with the Company or a Subsidiary thereof for the joint operation of Grand Gulf specifying, among other things, that it will share responsibility for the operating costs of Grand Gulf and that the Company or a Subsidiary thereof shall remain responsible for the operation of Grand Gulf, and provided further that the conditions specified in the foregoing clause (B) shall be deemed modified by any contrary requirements of the Nuclear Regulatory Commission; (v) the Company or a Subsidiary thereof may sell and lease-back assets (up to $500 million in aggregate proceeds received) under either capitalized or noncapitalized leases; and (vi) the Company or a Subsidiary thereof may sell accounts receivable in the ordinary course of business.

(b) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or permit any of its Subsidiaries to do so, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(b)) to perform its obligations hereunder or under any of the other Transaction Documents or Financing Documents, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement, the other Transaction Documents, and the Financing Documents in a writing satisfactory in form and substance to the Required Banks, and (B ) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(c) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents (other than this Agreement and the Collateral Agreements) or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents (other than this Agreement and the Collateral Agreements) or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such Modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior writte n consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of any of the Collateral Agreements or this Section 12(c) without first obtaining the prior written consent of all Participating Banks.

(d) Cessation of Operations. Cease operating Unit 1 if a cheaper source of energy is available unless both (i) the marginal cost of energy at Unit 1 is greater than the cost of purchasing energy from other available sources and (ii) the cessation of operation of Unit 1 would not result, or reasonably be expected to result, in the cessation of allocations of capacity charges under the UPSA or the removal of Unit 1 from the FERC jurisdictional rate base.

(e) Liens. Create, assume or suffer to exist any Lien upon any of its assets, now owned or hereafter acquired, securing any Indebtedness or other obligation except: (i) Liens existing on the date of execution and delivery of this Agreement, (ii) Liens established under the Mortgage, and any successor or general and refunding mortgage so long as provision is made that no further bonds may be issued under any predecessor mortgage except to secure bonds issued under the then current successor or general and refunding mortgage, (iii) Liens contemplated to be granted by the Company or the Owner Trustee pursuant to Section 2.1 of the Indenture, (iv) Liens contemplated to be granted by the Company to the Owner Participant pursuant to the Participation Agreement, (v) Liens securing sale and leaseback transactions permitted under Section 12(a)(v) hereof, (vi) Liens on nuclear fuel securing sale and leaseback transactions involving such nuclear fuel, (vii) assignments of the Capital Funds Agreement permitted by the Supplementary Capital Funds Agreement, (viii) assignments of the Availability Agreement permitted by the Availability Agreement Assignment, (ix) deposits or pledges to secure the payment of workmen's compensation, unemployment insurance, old age pensions or other social security benefits or obligations; (x) mechanics', materialmen's, warehousemen's, carriers' or other like liens arising in the ordinary course of business securing obligations which are not overdue for a period longer than 30 days, or which are being contested by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company; (xi) Liens incurred or created in connection with or to secure the performance of bids, tenders, contracts (other than for the payment of money), leases, statutory obligations, surety bonds or appeal bonds, and other liens of like nature incurred or created in the ordinary course of business; (xii) Liens created or incurred in connection w ith industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, provided that any proceeds received by the Company as a result of such financing (after deducting any costs and expenses incurred in connection therewith) are applied either to pay or prepay Indebtedness or to pay the construction costs of Grand Gulf; (xiii) purchase money liens on property purchased or acquired, not to exceed in the aggregate the principal amount of $20,000,000, provided that (A) the aggregate of the liens pertaining to such property may not exceed sixty-five percentum (65%) of the cost or fair value, whichever is less, of such property at the time of acquisition, and (B) each such lien shall apply only to such property originally subject thereto plus improvements; (xiv) Liens of financing agencies or other persons providing financing on any part of Grand Gulf which is reacquired by the Company following a default by an owner thereof under any agreement for joint operation of Grand Gulf referred to in Section 12(a)(iv) hereof, (xv) Liens on the UPSA, or the right to receive any payments thereunder, if, but only if, the Administrating Bank shall have a valid and perfected first priority security interest in the UPSA and the rights to receive payment thereunder pro rata and pari passu with any other secured party; and (xvi) Excepted Encumbrances.

(f) Debt Ratio. Permit at any time the Debt Ratio to exceed 0.70 to 1.0.

(g) Fixed Charge Ratio. Permit with respect to each fiscal quarter (determined as of the last day of such fiscal quarter) a Fixed Charge Ratio to be less than 1.50. "Fixed Charge Ratio" with respect to any fiscal quarter shall mean the ratio of (i) the sum of (A) consolidated net income of the Company and its Subsidiaries for the 12-month period ended on the last day of such fiscal quarter plus (or minus) (B) all extraordinary items deducted (or added) in determining said net income plus (C) all income taxes deducted in determining said net income minus (D) income tax credits added in determining said net income plus (E) the sum of (1) all interest expense in respect of Indebtedness of the Company and its Subsidiaries deducted in determining said net income and (2) the interest element of rental payments deducted in determining such net income under operating lease obligations of the Company and its Subsidiaries during such 12-month period as shown in their respective financial statements or notes thereto (the aggregate interest expense and interest element of rental payments described in this clause (E) being referred to as "Interest Expense") to (ii) Interest Expense for such fiscal quarter.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in any of the Collateral Agreements; or

(ii) the Company shall violate any covenant contained in Section 12 hereof, except for violations resulting from an involuntary lien under Section 12(e) hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to make, or cause to be made, after the passage of any applicable grace period, any payment or payments specified in Section 15(i) of any of the Facility Leases; or

(v) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vii) any material provision of this Agreement or any Collateral Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or any Collateral Agreement; or

(viii) (a) the Company or any Subsidiary of the Company shall fail to make any payment of any amount in respect of any Obligations, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(b) any other default under any agreement or instrument relating to any Obligations of the Company or any Subsidiary of the Company, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any such Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(a) and (y) have been accelerated under this clause (viii)(b) shall exceed $10,000,000 in the aggregate;

(c) if any EOL Term Advances or DLE Term Advances are outstanding, Entergy shall fail to make any payment of any amount in respect of any of its Obligations the aggregate principal amount of which is greater than $25,000,000, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(d) if any EOL Term Advances or DLE Term Advances are outstanding, any other default under any agreement or instrument relating to any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(c) and (y) have been accelerated under this clause (viii)(d) shall exceed $25,000,000 in the aggregate; or

(e) any Obligations of the Company or any Subsidiary of the Company the aggregate principal amount of which is greater than $10,000,000, or if any EOL Term Advances or DLE Term Advances are outstanding, any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, in any case shall be declared due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereof) prior to the stated maturity thereof; or

(ix) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, any Significant Operating Company or Significant Operating Group or of a substantial part of its or their property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or group, or for a substantial part of its or their property or assets, or (c) the winding-up or liquidation of the Company or any Significant Operating Company or Significant Operating Group; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(x) the Company or any Significant Operating Company or Significant Operating Group shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ix) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or companies, or for a substantial part of its or their property or assets, (d) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its or their debts as t hey become due or (g) take any action for the purpose of effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $10,000,000 shall be rendered against the Company or any Subsidiary of the Company and shall remain undischarged or unstayed for 30 days and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(xii) within 30 days after the reporting of any Termination Event to the Administrating Bank, the Administrating Bank shall have notified the Company in writing that the Required Banks have made a reasonable determination that, on the basis of such Termination Event, the financial condition of the Company is, or could reasonably be expected to become, materially and adversely affected; or

(xiii) this Agreement or any Collateral Agreement, or any material provision thereof, shall for any reason cease to be, or be asserted by either the Company, Entergy, any Operating Company or any Governmental Authority not to be, a legal, valid and binding obligation of the Company, Entergy or the Operating Companies, enforceable in accordance with its terms; or the security interest or Lien purported to be created by any Collateral Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except Liens not prohibited by Section 12(e) hereof) in the Collateral as defined under each such Collateral Agreement; or

(xiv) Entergy shall cease to own, directly or indirectly, free and clear of all Liens whatsoever, all of the common stock equity and all of the voting stock of any of the Company, EAI, ELI, EMI or ENOI (other than (a) non-voting preferred stock which has or may have only limited voting rights upon the occurrence of any default or other contingency and (b) voting preferred stock of any such Person having not more than 30% of the total voting power of all voting capital stock of such Person).

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, (I) the obligations or ability of the Company, Entergy, any Operating Company, any Owner Trustee, the Indenture Trustee, any Owner Participant, the Funding Corporation, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents or (II) the value of the Collateral Agreements or the Lease Indenture Estate, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reason able period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare the Advances and all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon the Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral (as such term is defined in each Collateral Agreement), in addition to the other rights and remedies provided for herein and in the Collateral Agreements or otherwise available to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (ix) or clause (x) above, with respect to the Company, (A) the obligations of the Participating Banks to make Advances shall automatically be terminated, and (B) the Advances and all other principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or for the repayment of Advances or the payment of interest on such drawings or Advances, or reduce the rate of interest on any unreimbursed drawings or Advances, (ii) change the Participation Percentage of any Participating Bank or the fees provi ded for in Section 3 hereof (other than fees payable to the Administrating Bank or the Funding Bank pursuant to the Fee Letter), (iii) waive, modify or eliminate any of the conditions specified in Section 7(f) or 7(g), (iv) reduce the principal of, or interest on, the Advances, any amount reimbursable on demand pursuant to Section 2(a), or any fees or other amounts payable hereunder, (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(c)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks" or (vi) release any Collateral (as such term is defined in each Collateral Agreement) (except for any such release expressly permitted under any Collateral Agreement) or change any provision of any Collateral Agreement providing for the release of Collateral, in each case without the p rior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisions of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank, or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement or any Collateral Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Participating Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank, each other Agent and the Funding Bank in connection with the preparation, negotiation, syndication, execution, delivery, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and the Collateral Agreements, and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimburseme nt Event of Default or Prepayment Event or any waiver or amendment of, or the enforcement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by the Administrating Bank or such Bank (as the case may be). Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable b y the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank, each other Agent and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank, such other Agent or such Bank may reasonably incur (or which may be claimed against the Administrating Bank, such other Agent or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made , not misleading; (b) by reason of or in connection with the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank, any other Agent or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the other Agents, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 2(1) and Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Sections 2(1), 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld and, in the case of the Company, shall not be required if a Reimbursement Default has occurred and is continuing), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be enti tled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participating Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 (or, if less, the aggregate amount of the transferring Participating Bank's obligations hereunder) and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for the accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. Neither the Syndication Agent nor the Documentation Agent shall have any duties or obligations in such capacity under any of the Transaction Documents.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary thereof or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Termination of Availability Agreement Assignment. The parties hereto agree that the Availability Agreement Assignment shall be terminated upon the earlier of (a) the release or termination of each other collateral assignment of the Availability Agreement entered into by the Company and each Operating Company (other than any collateral assignment that relates to the Original Reimbursement Agreement or any amendment or restatement thereof) and (b) the indefeasible repayment in full of all Indebtedness of the Company (other than Indebtedness under this Agreement) secured by each such other collateral assignment of the Availability Agreement.

SECTION 27.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 28.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Admini strating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 29.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

SECTION 30.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

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

SYSTEM ENERGY RESOURCES, INC.

By

Name:
Title:

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

BANC ONE CAPITAL MARKETS, INC.,
as Documentation Agent

By

Name:
Title:

Address for Notice:

Bank One, NA
1 Bank One Plaza, Suite IL1-0367
Chicago, Illinois 60670
Telecopy: (312) 325-3020
Attn: Madeleine Pember

PARTICIPATING BANKS

$39,687,142.65/20.0378%
UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank, as Funding Bank and as a Participating Bank

By

Name:
Title:

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

$24,687,142.64/12.4644%
BANK ONE, NA (MAIN OFFICE-CHICAGO), as a Participating Bank

By

Name:
Title:

Address for Notice:

Bank One, NA
1 Bank One Plaza
Chicago, Illinois 60670
Telecopy: (312) 325-3020
Attn: Madeleine Pember

Address for Payments:

Bank One, NA
Chicago, IL
ABA # 071000013
Acct # 4811-5286-0000
Acct Name LS2 OSD Money Transfers Incoming
Ref: System Energy Resources

$24,687,142.64/12.4644%
KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent and as a Participating Bank

By

Name:
Title:

Address for Notice:

KeyBank National Association
Energy Group
127 Public Square
Cleveland, Ohio 44114-1306
Telecopy: 216-689-3443
Attn.: Sherrie Manson

Address for Payments:

KeyBank National Association
Cleveland, Ohio
ABA # 041-001-039
Acct # 1140228209035
Acct Name KCIB Loan Services

$23,000,000.00/11.6126%
BNP PARIBAS, as a Participating Bank

By

Name:
Title:

By

Name:
Title:

Address for Notice:

BNP Paribas
787 Seventh Avenue
New York, New York 10019
Telecopy: (212) 841-2555
Attn: Manoj Khatri

Address for Payments:

BNP Paribas
New York, NY
ABA # 026-007-689
Acct # 103-130-00103
Acct Name Loan Servicing Clearing Account
Ref: System Energy Resources, Inc.

$23,000,000.00/11.6126%
MIZUHO CORPORATE BANK, LTD.,

as a Participating Bank

By

Name: Jun Shimmachi
Title: Vice President

Address for Notice:

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, NY  10020
Telecopy: (212) 282-4488
Attn: Nelson Chang

Address for Payments:

Mizuho Corporate Bank, Ltd.
ABA # 026004307
Acct # H79-740-222205
Attn: Judy Kwong - LAU
Ref: System Energy Resources, Inc.

$23,000,000.00/11.6126%
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Participating Bank

By

Name:
Title:

Address for Notice:

Wachovia Bank, National Association
201 S. College Street OP-9
Charlotte, North Carolina 28288-1183
Telecopy: (704) 714-0097
Attn: Cynthia Rawson

Address for Payments:

Wachovia Bank, National Association
Charlotte, North Carolina 28288
ABA # 053000219
Acct # 01459168118011
Acct Name Utilities
Attn: Cynthia Rawson

$20,000,000.00/10.0978%
THE BANK OF NOVA SCOTIA, as a Participating Bank

By

Name:
Title:

Address for Notice:

The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Telecopy: (212) 225-5480
Attn: Paul Farrell

Address for Payments:

The Bank of Nova Scotia
New York Agency
ABA # 026002532
Credit NYATL Acct # 2309165CORBK77
Ref: System Energy Resources

$20,000,000.00/10.0978%
UFJ BANK LIMITED, NEW YORK BRANCH, as a Participating Bank

By

Name: John T. Feeney
Title: Vice President

Address for Notice:

UFJ Bank Limited
New York Branch
55 East 52^nd Street
New York, New York 10055
Telecopy:(212) 754-1304
Attn: John T. Feeney

Address for Payments:

Federal Reserve Bank of New York
ABA # 026009823
Acct # 99315
Acct Name UFJ Bank - New York
Ref: System Energy Resources, Inc.

EXHIBIT A

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

No. [ ]

December __, 2003

[Owner Participant]

[Address]

(the "Owner Participant")

Attn: [ ]

Dear Sirs:

1. We hereby establish, at the request of System Energy Resources, Inc. (the "Company"), in your favor, our Irrevocable Transferable Letter of Credit No. ___________ (the "Letter of Credit"), in an amount not to exceed [$36,515,236.09][$161,546,191.84] (as such amount may be reduced pursuant to the terms hereof, the "Maximum Credit Amount"), effective immediately and expiring on the Termination Date. Capitalized terms used herein and in Schedules II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto shall have the meanings set forth in Schedule I hereto. This Letter of Credit is issued in connection with the leasing of an undivided interest in Unit No. 1 of the Grand Gulf Nuclear Station to the Company pursuant to a Facility Lease, dated as of December 1, 1988, as supplemented by Lease Supplement No. 1, dated as of April 1, 1989, and Lease Supplement No. 2, dated as of January 1, 1994 (collectively, the "< I>Facility Lease"), among the Company and the Owner Trustee under a trust agreement with you.

2. The Maximum Credit Amount may be reduced at any time and from time to time upon receipt by us at the address for presentation of documents set forth below of a copy of the instrument effecting such reduction, signed by the Company and by you in the form of Exhibit 1 hereto (a "Reduction Certificate"). Upon receipt of such certificate, the Maximum Credit Amount shall be automatically and permanently reduced by the amount specified as the Reduction Amount in such Reduction Certificate (the "Reduction Amount").

3. We hereby irrevocably authorize you to draw on us, in accordance with the terms and conditions hereinafter set forth, an amount not in excess of the least of (x) the Maximum Drawing Amount applicable to the date of such drawing (the "Date of Drawing"), as modified in accordance with the next paragraph and (y) the Maximum Available Credit Amount applicable to the Date of Drawing, as modified in accordance with the next paragraph and (z) in the case of a Partial Draw, the Partial Drawing Amount applicable to the Date of Drawing; provided, however, that at no time shall we be required to pay any drawing under this Letter of Credit in excess of the lesser of the Maximum Available Credit Amount and the Maximum Drawing Amount, in each case as in effect on the applicable Date of Drawing.

4. The Maximum Drawing Amounts and the Maximum Available Credit Amount shall be modified from time to time as follows:

(a) upon receipt by us of a Reduction Certificate, the Maximum Available Credit Amount shall be permanently reduced by the Reduction Amount set forth in such Reduction Certificate;

(b) upon payment by us of each Partial Draw (as hereinafter defined) under the Letter of Credit, (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such payment shall be automatically reduced by an amount equal to the amount of the drawing so paid and (ii) the Maximum Available Credit Amount shall be automatically reduced by an amount equal to the amount of the drawing so paid;

(c)  upon the application by us of amounts paid by the Company pursuant to Section 2 of the Reimbursement Agreement to reimburse any Partial Draw hereunder (as such application is allocated in accordance with Section 2(d) of the Reimbursement Agreement), (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such application shall be automatically increased by the amount of such payment(s) allocated as a reimbursement of drawings hereunder and (ii) the Maximum Available Credit Amount shall be automatically increased by the amount of such payment(s) allocated as a reimbursement of drawings hereunder; provided, however, that the Maximum Available Credit Amount shall never exceed the Maximum Credit Amount;

(d) upon the payment by us of any Final Draw (as hereinafter defined) under the Letter of Credit, (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such payment shall be automatically reduced to zero and (ii) the Maximum Available Credit Amount shall be automatically reduced to zero; and

(e) if adjustments are made to Casualty Values, corresponding adjustments shall be made to the Maximum Drawing Amounts shown in Schedule II (as theretofore reduced pursuant to clause (b) above and, if applicable, reinstated pursuant to clause (c) above), provided that adjustments pursuant to this clause (e) shall be effective automatically upon receipt by us of a notice from you in the form of Exhibit 2 hereto, and provided further that such adjustments shall in no event cause the Maximum Drawing Amount to exceed the Maximum Credit Amount.

5. Upon return of this Letter of Credit together with a notice in the form of Exhibit 2 hereto, we will promptly initial and attach to this Letter of Credit a revised Schedule II reflecting the adjustments contained in such notice and return this Letter of Credit to you with such revised Schedule attached.

6. Upon the application by us of amounts paid by the Company pursuant to Section 2 of the Reimbursement Agreement to reimburse any Partial Draw hereunder, we will give you prompt (and in any event within three Business Days of such application) written notice of such application and the amount thereof. Such notice shall be given in accordance with the provisions set forth in the eighth paragraph of this Letter of Credit.

7. Funds under this Letter of Credit are available to you either (a) against presentation as set forth herein on or prior to the earlier of (x) May 30, 2007 and (y) the Termination Date and provided there has not been a Final Draw and provided a written notice indicating the Date of Early Termination (as hereinafter defined) has not been delivered to you, of (i) your draft in the form of Exhibit 3 attached hereto and (ii) a completed certificate signed by you in the form of Exhibit 4 attached hereto (a "Partial Draw") or (b) against presentation on or prior to the Termination Date of (i) your draft in the form of Exhibit 3 attached hereto and (ii) a completed certificate signed by you in the form of Exhibit 5 attached hereto (a "Final Draw"). Each of a Partial Draw and a Final Draw are sometimes referred to herein as a "Draw". Each such draft and certificate shall be dated the date of presentation and shall be pr esented either (i) by personal delivery at our office located at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit (or at any other office in Monterey Park or Los Angeles, California which may be designated by us by written notice (given in the manner set forth in the next paragraph) delivered to you at least 15 days prior to the applicable Date of Drawing) or (ii) by telecopy at (323) 720-2773 (or at any other telecopy number in Monterey Park or Los Angeles, California which may be designated by us by written notice (given in the manner set forth in the next paragraph) delivered to you at least 15 days prior to the applicable Date of Drawing). If presentation is by telecopy, promptly thereafter, but not as a condition to a draw, you shall forward such draft and certificate to us at the location specified in or pursuant to (i) above. We agree, so long as this Letter of Credit is in effect, that we will maintain an office in the city of Monterey Park or Los A ngeles, California where such presentation may be made. If we receive such draft and certificate by personal delivery or by telecopy at such office, all in strict conformity with the terms and conditions of this Letter of Credit, prior to 10:00 a.m. (Los Angeles time) on any Business Day, we will honor the draft on the same Business Day by remitting the proceeds thereof to you at your account no. ___________, at [name of bank]. If we receive such draft and certificate by personal delivery or by telecopy at such office, all in strict conformity with the terms and conditions of this Letter of Credit, on or after 10:00 a.m. (Los Angeles time) on any Business Day, we will honor the draft on the next Business Day by wire transfer of federal funds to your account with any bank located in the United States of America or by deposit of immediately available funds into a designated account that you maintain with us. Upon receipt of a draft and certificate which are not in strict conformity with the terms and condit ions of this Letter of Credit, we will promptly (and in any event within three Business Days of such receipt) notify you of such nonconformity and the reason therefor; provided that our failure to so notify you of such nonconformity or the reason therefor shall not amend, modify, extend or otherwise affect your rights hereunder and shall not create any additional rights hereunder; provided further that, notwithstanding the generality of the foregoing, any such failure shall not have the effect of extending the time during which you may draw hereunder or converting such nonconforming draft and certificate into a draft and certificate in strict conformity with the terms and conditions of this Letter of Credit.

8. Notwithstanding any other provision of this Letter of Credit, we shall have the right, upon the occurrence of any of the events listed in Schedule III hereto, to terminate this Letter of Credit by delivering to you a written notice indicating the date of such termination (the "Date of Early Termination"); provided that on or before the Date of Early Termination you will have the right to draw once an amount not in excess of the lesser of (i) the Maximum Available Credit Amount and (ii) the Maximum Drawing Amount, in each case as in effect on such date in accordance with the procedures described herein; provided further, that upon delivery of such written notice to you indicating the Date of Early Termination, your right to make a Partial Draw hereunder shall automatically terminate. The written notice referred to in the preceding sentence shall be given by telex or facsimile transmission addressed to you at [Name], [Address], Telecopy: _________ __, Attention: ___________ (or to such other address or telex number designated by you by written notice delivered to us at least 15 days prior to the notice of early termination) and shall be effective upon receipt of the appropriate answerback or confirmation by you of your receipt of the facsimile transmission or, if no such answerback or confirmation is given, the end of the Business Day on which actual transmission is made to the address above. We will also forward copies of such notice by overnight delivery service (with a request to such delivery service that they obtain a receipt from such addressee (to the extent that such a receipt service is then available, it being understood that the failure of such delivery service to actually obtain such a receipt shall not be the responsibility of the Funding Bank and the Funding Bank shall bear no liability for such failure)) and registered mail (return receipt requested) to the address set forth above. The Date of Early Termination specified in such writt en notice shall be:

(a) in the case of events specified in paragraphs (i), (ix) and (x) of Schedule III, not earlier than ten days after such notice is effective, or, if the tenth day is not a Business Day, the next following Business Day, and

(b) in the case of all other events specified in Schedule III, not earlier than 30 days after such notice is effective.

You have no obligation upon the receipt of such written notice indicating the Date of Early Termination to investigate or otherwise question whether any of the events specified in Schedule III has occurred and the fact that such an event shall not have occurred shall not in any way affect your right to draw hereunder upon the receipt of such written notice.

9. Except as set forth below, this Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits (revision effective January 1, 1994), International Chamber of Commerce Publication No. 500, and, as to matters not covered therein, be governed by the laws of the State of New York, including without limitation the Uniform Commercial Code as in effect in such State. Unless you are otherwise notified in writing, communications to us with respect to this Letter of Credit shall be in writing and shall be addressed to us at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit, and shall specifically refer to the number of this Letter of Credit.

10. This Letter of Credit may be transferred and assigned in its entirety more than once. Upon receipt by us at the address for presentation of documents set forth above of a copy of the instrument effecting such transfer and assignment, signed by the transferor and by the transferee, in the form of Exhibit 6 hereto then, in such case, we will, upon surrender of this Letter of Credit, issue an irrevocable transferable letter of credit in the name of the transferee and providing for notices to be sent to the transferee at the address set forth therein and in all other respects identical to this Letter of Credit and the transferee, instead of the transferor, shall, without necessity of further act, be entitled to all the benefits of, and rights under, this Letter of Credit in the transferor's place.

11. Any drawing under this Letter of Credit will be paid from our general funds and not directly or indirectly from funds or collateral deposited with or for our account by the Company, or pledged with or for our account by the Company and we will seek reimbursement for payments made pursuant to a drawing under this Letter of Credit only after such payments have been made.

12. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except only Schedules I, II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto and the notices referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as set forth above.

13. We (a) hereby irrevocably submit for ourself and our property to the nonexclusive jurisdiction of the courts of the State of New York in New York County, and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Letter of Credit brought by the account party or the beneficiary hereof or their successors or assigns, and

(b) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Letter of Credit, or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts. We generally consent to service of process by registered mail, return receipt requested, addressed to us at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit, or such other office in the State of California as from time to time may be designated by us in writing to the account party and the beneficiary hereof, or their successors or assigns, as the case may be.

Very truly yours,
UNION BANK OF CALIFORNIA, N.A.

By__________________________
Name:
Title:

EXHIBIT 1

[Date]

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

We hereby request that the Maximum Credit Amount be reduced by $_________ (the "Reduction Amount").

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

SYSTEM ENERGY RESOURCES, INC.

By_____________________________
Title:

[OWNER PARTICIPANT]

By_____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 2

[Date]

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. _________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

The undersigned, a duly authorized representative of the Owner Participant, hereby certifies that Casualty Values have been adjusted in accordance with the provisions of the Transaction Documents and the amounts shown on Schedule II to the Letter of Credit should be modified, in accordance with the terms of clause (e) of the fourth paragraph of the Letter of Credit, to the amounts shown in Appendix A hereto.

The Letter of Credit is returned herewith and we request that you initial and return the Letter of Credit with the revised Schedule II attached.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

[OWNER PARTICIPANT]

By_____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 3

[Place]

[Date]

ON [Business Day of presentation if presented before 10:00 a.m. (Los Angeles, California time); next Business Day if presented at or after 10:00 a.m.]

                        PAY TO                                                                             U.S. $[not to exceed least of
                        [Name of beneficiary]                                                          (i) the Maximum Available Credit
                                                                                                                   Amount and (ii) the Maximum Drawing Amount
                                                                                                                   and (iii) in the case of a Partial Draw, the Partial
                                                                                                                   Drawing Amount] DOLLARS,

                        [Insert wire instructions]

FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF LETTER OF CREDIT NO. _____________ OF

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

[OWNER PARTICIPANT]

By___________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 4

CERTIFICATE FOR A PARTIAL DRAW

The undersigned, a duly authorized representative of [name of Owner Participant] (the "Owner Participant"), as beneficiary under that certain Irrevocable Transferable Letter of Credit No. __________ dated [the Date of Issuance], established by Union Bank of California, N.A. (the "Funding Bank"), and issued pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of December __, 2003 (the "Reimbursement Agreement"), among System Energy Resources, Inc., Union Bank of California, N.A., as Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks (the "Letter of Credit"), hereby certifies as follows:

1. A Partial Drawing Event has occurred and is continuing.

2. The Owner Participant has not heretofore made a Final Draw under the Letter of Credit. The Owner Participant has not heretofore received notice of a Date of Early Termination.

3. The amount of the accompanying draft does not exceed the least of (i) the Maximum Available Credit Amount on the date hereof, as determined in accordance with the terms of the Letter of Credit, and (ii) the Maximum Drawing Amount available under the Letter of Credit on the date hereof, as determined in accordance with the terms of the Letter of Credit, and (iii) the Partial Drawing Amount for such Partial Drawing Event.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ________________, 200__.

[OWNER PARTICIPANT]

By____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 5

CERTIFICATE FOR A FINAL DRAW

The undersigned, a duly authorized representative of [name of Owner Participant] (the "Owner Participant"), as beneficiary under that certain Irrevocable Transferable Letter of Credit No. _____________ dated [the Date of Issuance] established by Union Bank of California, N.A. (the "Funding Bank"), and issued pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of December __, 2003 (the "Reimbursement Agreement"), among System Energy Resources, Inc., Union Bank of California, N.A., as Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks (the "Letter of Credit"), hereby certifies as follows:

1. [Insert one of the following: A Deemed Loss Event (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ An Event of Loss (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ An Event of Default (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ Notice has been given by the Funding Bank of a Date of Early Termination and such Date of Early Termination is on or after the date hereof.]

2. The Owner Participant has not heretofore made a Final Draw under the Letter of Credit.

3. The amount of the accompanying draft does not exceed the lesser of (i) the Maximum Available Credit Amount on the date hereof and (ii) the Maximum Drawing Amount available under the Letter of Credit on the date hereof, each as determined in accordance with the terms of the Letter of Credit.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________, 200__.

[OWNER PARTICIPANT]

By____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 6

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. __________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Transferor").

The Transferor has transferred and assigned (and hereby confirms to you said transfer and assignment) all of its rights in and under the Letter of Credit to [name of Transferee] (the "Transferee") and confirms that the Transferor no longer has any rights under or interest in the Letter of Credit.

The Letter of Credit is returned herewith and we request that you issue an irrevocable transferable letter of credit in the name of the Transferee and providing for notices to be sent to the Transferee at the address set forth below and in all other respects identical to the Letter of Credit.

Transferee hereby certifies that it is a duly authorized transferee under the terms of the Letter of Credit and is accordingly entitled, upon presentation of the drafts and certificates called for therein, to receive payment thereunder. Notices under the Letter of Credit should be sent to us as follows: [Name], [Address], [Telex Number], Attention:    , [Answerback].

                                                                                                                        [NAME OF TRANSFEROR]

By_________________________
[Name and Title of Authorized
Representative of Transferor]

[NAME OF TRANSFEREE]

By_________________________
[Name and Title of Authorized
Representative of Transferee]

EXHIBIT 7

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ___________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

The undersigned, a duly authorized representative of the Owner Participant, hereby surrenders the Letter of Credit for immediate cancellation. The Letter of Credit is returned herewith and we request that you cancel the Letter of Credit as of the date hereof.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

[OWNER PARTICIPANT]

By________________________
[Name and Title of Authorized
Representative of Owner Participant]

SCHEDULE I

The following terms shall have the following meanings for purposes of the Letter of Credit and the Schedules and Exhibits thereto. Terms defined in the Letter of Credit shall have the meanings given to them therein. Terms defined by reference to the Participation Agreement shall have the meanings assigned to them therein from time to time.

"Administrating Bank" means Union Bank of California, N.A., a national banking association.

"Availability Agreement" means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Availability Agreement Assignment" means the Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I to the Reimbursement Agreement, and as amended from time to time.

"Applicable Law" has the meaning assigned to it in the Participation Agreement.

"Bank" means the Funding Bank or any Participating Bank.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or Los Angeles, California are authorized or required by law to close.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral Agreements" means the Supplementary Capital Funds Agreement, the Availability Agreement and the Availability Agreement Assignment.

"Date of Issuance" means December 22, 2003.

"Date of Early Termination" has the meaning assigned to it in the eighth paragraph of the Letter of Credit.

"Deemed Loss Event" has the meaning specified in the Participation Agreement.

"DLE Term Advance" has the meaning assigned to it in Section 1 of the Reimbursement Agreement.

"EAI" means Entergy Arkansas Inc., an Arkansas corporation.

"ELI" means Entergy Louisiana, Inc., a Louisiana corporation.

"EMI" means Entergy Mississippi, Inc., a Mississippi corporation.

"ENOI" means Entergy New Orleans, Inc., a Louisiana corporation.

"Entergy" means Entergy Corporation, a Delaware corporation.

"EOL Term Advance" has the meaning assigned to it in Section 1 of the Reimbursement Agreement.

"ERISA" has the meaning assigned to it in the Participation Agreement.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

"Event of Default" has the meaning assigned to it in the Facility Lease.

"Event of Loss" has the meaning specified in the Participation Agreement.

"Facility Lease" has the meaning assigned to it in the Participation Agreement.

"Fee Letter" means the letter agreement, dated December 22, 2003, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

"Funding Bank" means Union Bank of California, N.A., a national banking association.

"Funding Corporation" has the meaning assigned to it in the Participation Agreement.

"Governmental Action" has the meaning assigned to it in the Participation Agreement..

"Governmental Authority" has the meaning assigned to it in the Participation Agreement.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indebtedness" of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) of the Reimbursement Agreement (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans; (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan; (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments; (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of def ault are limited to repossession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

"Indenture" has the meaning assigned to it in the Participation Agreement.

"Indenture Trustee" has the meaning assigned to it in the Participation Agreement.

"Lease Indenture Estate" has the meaning assigned to it in the Participation Agreement.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of the Reimbursement Agreement and the Letter of Credit, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" shall mean an amount equal to the Maximum Credit Amount, as such amount may be modified from time to time in accordance with the fourth paragraph of the Letter of Credit.

"Maximum Drawing Amount" means, with respect to a Date of Drawing, the amount shown opposite the period including such Date of Drawing in the Table of Maximum Drawing Amounts attached as Schedule II to the Letter of Credit, as such amounts may be modified from time to time in accordance with the fourth paragraph of the Letter of Credit (collectively, the "Maximum Drawing Amounts").

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) or Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Notes" has the meaning assigned to it in the Participation Agreement.

"Obligations" means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) of the Reimbursement Agreement, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii ) obligations of such Person under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

"Operating Companies" means EAI, EMI, ELI and ENOI, each being an "Operating Company".

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation, and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning assigned to it in the Participation Agreement.

"Partial Draw" has the meaning assigned to it in the seventh paragraph of the Letter of Credit.

"Partial Drawing Amount" means, with respect to any Partial Drawing Event, an amount not exceeding the amount of Rent due and unpaid the non-payment of which gave rise to such Partial Drawing Event.

"Partial Drawing Event" means an Event of Default under Section 15(i) of the Facility Lease.

"Participant" has the meaning assigned to it in Section 23(a) of the Reimbursement Agreement.

"Participating Banks" means the banks, other than Union Bank of California, N.A. solely in its role as administrating bank, whose names are listed on the signature pages of the Reimbursement Agreement under the heading "Participating Banks", and any other financial institution that shall have become a party to the Reimbursement Agreement pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b) of the Reimbursement Agreement, each being a "Participating Bank".

"Participation Agreement" means the Participation Agreement, dated as of December 1, 1988, among the Owner Participant, the Funding Corporation, the banks named therein as Original Loan Participants, Meridian Trust Company and Stephen M. Carta in their individual capacities and as Owner Trustee, Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, in their individual capacities and as Indenture Trustee, and the Company.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 to the Reimbursement Agreement or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b) of the Reimbursement Agreement, the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any entity succeeding to any or all of its functions under ERISA.

"Person" has the meaning assigned to it in the Participation Agreement.

"Plan" means any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

"Reimbursement Agreement" means the Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among the Company, the Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks, as the same may from time to time be amended, supplemented or modified.

"Rent" has the meaning assigned to it in the Participation Agreement.

"Reportable Event" means any reportable event as defined in Section 4043(b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"Significant Operating Company" means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

"Significant Operating Group" means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

"Stated Expiration Date" means May 30, 2007.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Supplementary Capital Funds Agreement" means the Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy, the Company and the Administrating Bank, substantially in the form of Exhibit H to the Reimbursement Agreement, and as amended from time to time.

"Termination Date" means the earliest of (i) 10:00 a.m., New York time, on the Date of Early Termination, (ii) 5:00 p.m. (New York time) on the date on which the Owner Participant surrenders the Letter of Credit for cancellation to the Bank with a notice in the form of Exhibit 7 to the Letter of Credit, (iii) 5:00 p.m. (New York time) on the date on which the Bank pays a Final Draw, and (iv) either (x) if a draft and certificate, all in strict conformity with the terms and conditions of the Letter of Credit, are presented after 10:00 a.m. but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (y) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Termination Event" means (i) a Reportable Event or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

"Transaction Documents" means the Reimbursement Agreement, the Participation Agreement, the Indenture, the Notes, the Facility Lease, the Letter of Credit, the Fee Letter and the Collateral Agreements.

"Unit 1" has the meaning assigned to it in the Participation Agreement.

"UPSA" means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SCHEDULE II

Table of Maximum Drawing Amounts

Applicable Period	RCMC I, Inc.	Textron Financial Corporation	Total
From December 22, 2003 to and including January 15, 2004	$158,136,888.84	$36,199,589.80	$194,336,478.64
From January 16, 2004 to and including July 15, 2004	$159,473,928.66	$36,344,542.95	$195,818,471.61
From July 16, 2004 to and including January 15, 2005	$159,476,544.74	$36,515,236.09	$195,991,780.83
From January 16, 2005 to and including July 15, 2005	$159,597,658.86	$36,453,795.29	$196,051,454.15
From July 16, 2005 to and including January 15, 2006	$161,546,191.84	$35,580,460.73	$197,126,652.57
From January 16, 2006 to and including July 15, 2006	$153,817,210.32	$34,692,157.31	$188,509,367.63
From July 16, 2006 to and including January 15, 2007	$155,915,634.88	$35,033,434.72	$191,049,069.60
From January 16, 2007 to and including May 30, 2007	$147,841,136.44	$33,307,429.80	$181,148,566.24

SCHEDULE III

The Bank shall have the right upon the occurrence of any of the events listed below to terminate the Letter of Credit in accordance with the terms of the Letter of Credit.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 of the Reimbursement Agreement, (b) fail to pay any amount payable under Section 3 of the Reimbursement Agreement within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in any of the Collateral Agreements; or

(ii) the Company shall violate any covenant contained in Section 12 of the Reimbursement Agreement, except for violations resulting from an involuntary lien under Section 12(e) of the Reimbursement Agreement; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) of the Reimbursement Agreement; or

(iv) the Company shall fail to make, or cause to be made, after the passage of any applicable grace period, any payment or payments specified in Section 15(i) of any of the Facility Leases; or

(v) the Company shall fail to observe or perform any covenant or agreement contained in the Reimbursement Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement made by the Company in the Reimbursement Agreement or in any certificate, financial statement or other document delivered pursuant to the Reimbursement Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vii) any material provision of the Reimbursement Agreement or any Collateral Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under the Reimbursement Agreement or any Collateral Agreement; or

(viii) (a) the Company or any Subsidiary of the Company shall fail to make any payment of any amount in respect of any Obligations, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(b) any other default under any agreement or instrument relating to any Obligations of the Company or any Subsidiary of the Company, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any such Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(a) and (y) have been accelerated under this clause (viii)(b) shall exceed $10,000,000 in the aggregate;

(c) if any EOL Term Advances or DLE Term Advances are outstanding, Entergy shall fail to make any payment of any amount in respect of any of its Obligations the aggregate principal amount of which is greater than $25,000,000, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(d) if any EOL Term Advances or DLE Term Advances are outstanding, any other default under any agreement or instrument relating to any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(c) and (y) have been accelerated under this clause (viii)(d) shall exceed $25,000,000 in the aggregate; or

(e) any Obligations of the Company or any Subsidiary of the Company the aggregate principal amount of which is greater than $10,000,000, or if any EOL Term Advances or DLE Term Advances are outstanding, any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, in any case shall be declared due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereof) prior to the stated maturity thereof; or

(ix) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, any Significant Operating Company or Significant Operating Group or of a substantial part of its or their property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or group, or for a substantial part of its or their property or assets, or (c) the winding-up or liquidation of the Company or any Significant Operating Company or Significant Operating Group; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(x) the Company or any Significant Operating Company or Significant Operating Group shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ix) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or companies, or for a substantial part of its or their property or assets, (d) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its or their debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $10,000,000 shall be rendered against the Company or any Subsidiary of the Company and shall remain undischarged or unstayed for 30 days and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(xii) within 30 days after the reporting of any Termination Event to the Administrating Bank, the Administrating Bank shall have notified the Company in writing that the Required Banks have made a reasonable determination that, on the basis of such Termination Event, the financial condition of the Company is, or could reasonably be expected to become, materially and adversely affected; or

(xiii) the Reimbursement Agreement or any Collateral Agreement, or any material provision thereof, shall for any reason cease to be, or be asserted by either the Company, Entergy, any Operating Company or any Governmental Authority not to be, a legal, valid and binding obligation of the Company, Entergy or the Operating Companies, enforceable in accordance with its terms; or the security interest or Lien purported to be created by any Collateral Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except Liens not prohibited by Section 12(e) of the Reimbursement Agreement) in the Collateral as defined under each such Collateral Agreement; or

(xiv) Entergy shall cease to own, directly or indirectly, free and clear of all Liens whatsoever, all of the common stock equity and all of the voting stock of any of the Company, EAI, ELI, EMI or ENOI (other than (a) non-voting preferred stock which has or may have only limited voting rights upon the occurrence of any default or other contingency and (b) voting preferred stock of any such Person having not more than 30% of the total voting power of all voting capital stock of such Person); or

(xv) any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, (I) the obligations or ability of the Company, Entergy, any Operating Company, any Owner Trustee, the Indenture Trustee, any Owner Participant, the Funding Corporation, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, the Reimbursement Agreement or any of the other Transaction Documents or (II) the value of the Collateral Agreements or the Lease Indenture Estate, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant has cove nanted with each other Bank and Participant to take any such action).

Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Letter of Credit.

EXHIBIT B

Form of Notice of Drawing

[Company/Participating Bank]
[Address]

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ___________ dated ________________, which has been established by us in favor of [insert names(s) of beneficiar(ies)].

We have received (i) a draft for payment of U.S. $___________ on [insert date to be paid] and (ii) a Certificate for [a Partial Draw/a Final Draw] from [insert name of beneficiary presenting draft and certificate].

On [insert date of payment], we paid such draft in the amount of U.S. $___________.

[Insert the following in the case of notice of a Participating Bank: Your pro rata share of such drawing (based upon your Participation Percentage) is $____________.]

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

UNION BANK OF CALIFORNIA, N.A.

By___________________________
Title:

SCHEDULE 1

Participating Bank	Participation Percentage
Union Bank of California, N.A.  Bank One, NA (Main Office-Chicago) KeyBank National Association BNP Paribas  Mizuho Corporate Bank, Ltd.  Wachovia Bank, National Association  The Bank of Nova Scotia UFJ Bank Limited, New York Branch	20.0378% 12.4644% 12.4644% 11.6126% 11.6126% 11.6126% 10.0978% 10.0978%

SCHEDULE 2

Beneficiaries and Amounts

of Letters of Credit to Be Issued

LETTERS OF CREDIT

Beneficiary:

RCMC I, Inc.
1300 Market Street, Suite 400
Wilmington, Delaware 19801

Attn: Ms. Eileen A. Moran, President

Maximum Credit Amount: $161,546,191.84

Initial Maximum Drawing Amount: $158,136,888.84

Applicable Period	Maximum Drawing Amount
From December 22, 2003 to and including January 15, 2004	$158,136,888.84
From January 16, 2004 to and including July 15, 2004	$159,473,928.66
From July 16, 2004 to and including January 15, 2005	$159,476,544.74
From January 16, 2005 to and including July 15, 2005	$159,597,658.86
From July 16, 2005 to and including January 15, 2006	$161,546,191.84
From January 16, 2006 to and including July 15, 2006	$153,817,210.32
From July 16, 2006 to and including January 15, 2007	$155,915,634.88
From January 16, 2007 to and including May 30, 2007	$147,841,136.44

Beneficiary:

Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940

Attn: General Counsel

Maximum Credit Amount: $36,515,236.09

Initial Maximum Drawing: $36,199,589.80

Applicable Period	Maximum Drawing Amount
From December 22, 2003 to and including January 15, 2004	$36,199,589.80
From January 16, 2004 to and including July 15, 2004	$36,344,542.95
From July 16, 2004 to and including January 15, 2005	$36,515,236.09
From January 16, 2005 to and including July 15, 2005	$36,453,795.29
From July 16, 2005 to and including January 15, 2006	$35,580,460.73
From January 16, 2006 to and including July 15, 2006	$34,692,157.31
From July 16, 2006 to and including January 15, 2007	$35,033,434.72
From January 16, 2007 to and including May 30, 2007	$33,307,429.80

EX-10 11 a10c9.htm

Exhibit 10(c)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY ARKANSAS, INC.

By ___________________________
Hugh T. McDonald
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 12 a10d32.htm

Exhibit 10(d)32

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY GULF STATES, INC.

By ___________________________
Joseph F. Domino
President and CEO - Texas


Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY GULF STATES, INC.

By ___________________________
Renae Conley
President and CEO - Louisiana

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

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

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

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

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

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

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

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

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

SUPPLY CHAIN - Procurement Total Spending

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

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

SUPPLY CHAIN - Labor Dollars

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

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

DISTRIBUTION SUBSTATIONS TRANSFORMERS

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

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

REMOTE ACCESS SERVICES (RAS) ID's

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

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

VEHICLES

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

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

MANAGED ACCOUNTS

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

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

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

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

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

RADIO USAGE

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

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

TOTAL IT SPEND

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

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

SUPPLY CHAIN MATERIALS TRANSACTIONS

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

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

SECTION 263A TAX BENEFITS

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

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

EX-10 13 a10e9.htm

Exhibit 10(e)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY LOUISIANA, INC.

By ___________________________
Renae Conley
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

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

ENERGY SALES

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

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

CUSTOMERS

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

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

EMPLOYEES

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

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

RESPONSIBILITY RATIO

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

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

TRANSMISSION LINE MILES

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

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

SUBSTATIONS

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

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

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

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

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

GAS CONSUMPTION

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

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

LEVEL OF ESI SERVICE

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

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

SYSTEM CAPACITY (NON-NUCLEAR)

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

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

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

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

DISTRIBUTION LINE MILES

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

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

COAL CONSUMPTION

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

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

ACCOUNTS PAYABLE TRANSACTIONS

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

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

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

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

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

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

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

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

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

TOTAL ASSETS

Based on total assets at period end.

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

BANK ACCOUNTS

Based on the number of bank accounts at period end.

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

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

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

GENERAL LEDGER TRANSACTIONS

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

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

TRANSITION TO COMPETITION

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

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

TELEPHONES

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

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

FIBER

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

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

NUCLEAR UNITS

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

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

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

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

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

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

PAYCHECKS

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

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

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10 14 a10f9.htm

Exhibit 10(f)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY MISSISSIPPI, INC.

By ___________________________
Carolyn C. Shanks
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

 INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10 15 a10f48.htm

Exhibit 10(f)48

EMPLOYMENT AGREEMENT

This Agreement ("Agreement") is entered into between Entergy Mississippi, Inc. ("Employer"), a Delaware corporation, and Carolyn C. Shanks ("Executive"). The effective date of this Agreement shall be the date upon which both parties have executed this Agreement, whether in multiple originals or otherwise ("Effective Date"). The effective date of Executive's assignment to a special project coordinator position shall be October 28, 2011 ("Assignment Commencement Date") and, except as otherwise provided herein, Executive's last day of active employment within the Entergy System shall be October 28, 2016 ("Final Employment Date"). The details of employment under this Agreement are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts Executive may have received from, or entered into with, Employer, Entergy Corp oration, or any other affiliate or subsidiary of Entergy Corporation (each, an "Entergy System Company," and collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts Executive acknowledges are without effect.

WHEREAS, Executive is currently employed by Employer and serves the Entergy System in the position of President and Chief Executive Officer, Entergy Mississippi, Inc.;

WHEREAS, Employer desires to promote the best interests of the Entergy System and to encourage the continued attention and dedication of Executive;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Employer and Executive agree as follows:

I. Employment and EMPLOYMENT PERIOD:

1. Employment. Executive and Employer agree that their employment relationship shall continue on the terms and conditions set forth in this Agreement. The employment contemplated by this Agreement refers to employment by Employer or any other Entergy System Company. Entergy System Companies other than Executive's immediate employer shall be third party beneficiaries of Executive's obligations under this Agreement. Moreover, Employer may assign this Agreement, and Executive's employment, to any successor company or business. Executive's assignment to a special project coordinator position from and after the Assignment Commencement Date and her duties in such position shall not require Executive to relocate either her residence or her Entergy System work location as of the Assignment Commencement Date. Executive shall at all times continue to comply with and be subject to such policies and procedures as the Entergy System or Employer may establish from time to time, including, but not limit ed to, the Code of Entegrity and all policies or practices referenced therein, as may be amended from time to time.
2. Employment Period. The period during which Executive is employed under this Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with this Agreement, the term of Executive's employment under this Agreement (the "Term") shall end on Executive's Final Employment Date.
2. DUTIES, COMPENSATION AND BENEFITS:
1. During the Term. Except as otherwise provided in Section III herein, during the Term and while Executive is employed in accordance with this Agreement:
1. Subject to approval by the Personnel Committee, shortly after the Effective Date, Executive shall be granted 3,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP"). Restrictions on these Units (without dividends) will be lifted at the rate of 40% (i.e., 1,200 Units, without dividends) on October 28, 2006; and 60% (i.e., 1,800 Units, without dividends) on October 28, 2011, subject to the terms and conditions of the EOP.
2. Between the Effective Date and the Assignment Commencement Date:
1. Executive agrees to devote all of her full working time, attention, and energy to the performance of her current duties as President and Chief Executive Officer, Entergy Mississippi, Inc., or such other duties and activities, including changes in title (position), as the Chief Executive Officer of Entergy Corporation (the "CEO") may hereafter approve and shall faithfully render her best efforts to promote, advance, and conduct the business of the Entergy System. Except in the case of a business reorganization or for performance reasons, as determined in the sole discretion of the CEO, any such change in title (position) approved by the CEO shall result in Executive being employed as an executive in the Entergy System at an executive position equal to or greater than her current position as President and Chief Executive Officer of Entergy Mississippi, Inc. and at a salary level equal to or greater than afforded to Executive by Employer at the time of such change. Executive agrees that s he may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of her duties hereunder, is contrary to the interests of any Entergy System Company, or requires any significant portion of Executive's business time. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to the Entergy System to act at all times in the best interests of the Entergy System Companies and to do no act which would injure the business, interests, or reputation of any Entergy System Company; and
2. Subject to Section IIA3(b) below, Executive shall continue to participate in all executive plans, programs and arrangements in which Executive is eligible to participate on the Effective Date, but only for as long as she remains eligible to participate in such plans, programs and arrangements in accordance with their terms and conditions. Except in the case of business reorganization or for performance reasons, as determined in the sole discretion of the CEO, Employer shall not demote or change Executive's title (position) for the purpose of eliminating or reducing Executive's participation therein.
3. Beginning on Executive's Assignment Commencement Date and ending on her Final Employment Date ("Assignment Period"):
1. Executive shall transition from her role at such time with her Entergy System Company employer to a special project coordinator position. The CEO, in his sole discretion, shall assign Executive to those projects that the CEO believes serve the best interests of the Entergy System. All assignments communicated to Executive by the CEO will continue for such period and with such duties as the CEO may direct. All special project assignments and the duties thereunder shall be consistent with Executive's capabilities and shall not cause Executive's workload prior to such assignment to increase. For each assignment and if the CEO deems necessary, Employer shall provide Executive with office space and administrative support as needed to fulfill Executive's duties and as approved by the CEO in his sole discretion. Executive agrees to devote her full working time, attention, and energy to the performance of her duties or such other activities as the CEO may approve and shall faithfully render her best efforts t o promote, advance, and conduct the business of the Employer. Executive agrees that she may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of her duties hereunder, is contrary to the interests of Employer or any other Entergy System Company, or requires any significant portion of Executive's business time. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to the Entergy System to act at all times in the best interests of the Entergy System and to do no act that would injure the business, interests, or reputation of any Entergy System.
2. Except as otherwise provided in this Section IIA3(b), Executive shall continue to receive the same rate of annual base salary as in effect on the Assignment Commencement Date. Notwithstanding anything in this Agreement, any plan sponsored or maintained by any Entergy System Company, or any participation agreement relating thereto, to offset a portion of Executive's incremental employment costs during the Assignment Period, Executive hereby irrevocably agrees that the amount that would otherwise be credited to her non-qualified deferral accounts pursuant to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries ("DCRP"), the EOP, and the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries ("EDCP") and currently administered by T. Rowe Price ("Deferral Accounts") will be reduced by the amount projected to be necessary to fund such annual base salary during the Assignment Period, which amount shall be determined by the present value of an annuity formula w hereby the periodic payment amount shall be .038462 times the annual base salary rate in effect on the date such amounts would otherwise be credited to the Deferral Accounts, the term shall be 130 and the rate of interest shall equal the annual discount rate used to determine lump sum values under Employer's non-qualified retirement plans divided by 26. To the extent the amount not credited to Executive's Deferral Accounts pursuant to the preceding sentence is insufficient to fund such annual base salary during the Assignment Period, Executive hereby agrees that the benefit Executive would otherwise accrue under the System Executive Retirement Plan of Entergy Corporation and Subsidiaries ("SERP") shall be reduced by the amount needed to fund such difference. If, at any time, it is determined by Executive's Entergy System Company employer that the reductions to Executive's Deferral Accounts and SERP benefit accruals in accordance with this Section IIA3(b) are insufficient to fund Executive's then existing ra te of annual base salary during the Assignment Period, then Executive's rate of annual base salary shall be reduced so that the reductions to Executive's Deferral Accounts and SERP benefit accruals in accordance with this Section IIA3(b) are sufficient to fund such reduced base salary. Exhibit A attached hereto sets forth an illustration of the method of computation hereunder for such reductions to Executive's Deferral Accounts and SERP benefit accruals pursuant to this Section IIA3(b). Exhibit A is intended to be illustrative only, is based upon various assumptions and forecasts as to future events, and is therefore not intended to be binding upon the parties hereto or to limit, modify or amend the foregoing provisions of this Section IIA3(b).
3. Executive shall continue to be eligible to participate in all general non-executive employee benefit plans or programs as may be in effect from time to time, which are made available by Executive's Entergy System Company employer to its non-executive similarly situated employees, in accordance with the terms and conditions of such plans and programs ("Non-executive Plans"). Such benefit plans and programs may include, without limitation, medical, dental, life insurance, disability, pension and savings plans;
4. Executive shall not be eligible to participate in any Entergy Corporation sponsored incentive plans, programs or arrangement, including but not limited to the Entergy Executive Annual Incentive Plan, and Executive shall not accrue Years of Service under the SERP;
5. Executive shall not be eligible to participate in the EOP or any other plans or programs that provide equity grants of any type (collectively, "Equity Plan"); provided, however, that Executive shall retain any rights with respect to and continue to vest in any options granted to her prior to the Assignment Commencement Date under any Equity Plan to the extent Executive remains employed within the Entergy System on each applicable vesting date and otherwise meets the terms and conditions applicable to such prior grants. Notwithstanding anything in this Agreement to the contrary, Executive shall not be eligible to receive any performance units or benefits with respect to any performance period that has not ended prior to such Assignment Commencement Date, under the Performance Unit Program or any other performance incentive program of any Equity Plan;
6. Executive shall not be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("Continuity Plan"); and
7. Executive shall not be eligible to participate in, or accrue additional benefits under, any other executive plans.
2. Retirement. Except as otherwise provided in Section III herein, if Executive remains employed in accordance with this Agreement throughout the Term (i.e., until October 28, 2016): (1) then Executive shall commence her retirement and shall be entitled to all normal post-retirement compensation and benefits for which Executive is eligible in accordance with the terms and conditions applicable to the Non-executive Plans and the SERP, in accordance with the terms of the SERP and Executive's Participant Application under the SERP, but reduced, if applicable, in accordance with Section IIA3(b); and (2) Executive's Entergy System Company employer irrevocably consents to Executive's election to Retire at such time under the terms and conditions of the SERP.
3. No Greater Rights. Nothing in this Agreement shall be construed or interpreted to provide greater rights, participation, coverage, or benefits under such benefit plans and programs than provided pursuant to the terms and conditions of such plans and programs. Unless specifically provided for in a written plan document properly adopted pursuant to such plan, none of the benefits or arrangements described in this Agreement shall be secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to pay money in the future exclusively from the general assets of Executive's System Company employer. Notwithstanding any other provision to the contrary, Executive acknowledges that benefits provided under this Agreement are in lieu of participation in, and any payment that might otherwise have been payable under, any Entergy System severance or retention plan or program and, with respect to the period following the Assignment Commencement Date, those plans and prog rams set forth in Section IIA3 for which Executive is identified as ineligible, and Executive hereby waives any right to participate in any such plans or programs.

III. TERMINATION PRIOR TO EXPIRATION OF TERM:

1. Early Termination. Upon the occurrence of any one of the following termination events prior to the expiration of the Term, and except as otherwise provided in this Section III, Executive shall no longer be an employee of any Entergy System Company employer and shall forfeit all remaining unpaid compensation and all benefits otherwise granted or due Executive under this Agreement and any and all future compensation and benefits for which Executive is eligible, including individual bonuses or incentive compensation not yet paid to Executive at the date of such event, unless the terms and conditions of an applicable Entergy System plan or program specifically provide otherwise:
1. if there should occur a Change in Control (as defined in the Continuity Plan) prior to the Assignment Commencement Date, and Executive should become eligible for benefits under the Continuity Plan;
2. if there should occur any of the following events that do not result in eligibility for benefits as described in IIIA1 or IIIA3:
1. Resignation. Executive resigns her employment, other than for the purpose of transferring to another Entergy System Company, in which case Executive shall be entitled only to any monthly base salary that was earned by Executive prior to her resignation but not yet paid to Executive;
2. Cause. Executive is terminated by her Entergy System Company employer for Cause, which termination shall be immediately effective upon the giving of written notice thereof to Executive, or at such later time as the notice may specify. Cause for termination shall mean (i) Executive's engagement in embezzlement, theft, material fraud, or other acts of dishonesty; (ii) Executive's material violation of any agreement between Executive and any Entergy System Company; (iii) Executive's neglect or intentional disregard of the duties and services required of Executive under this Agreement; (iv) Executive's material violation of the Code of Entegrity or any policies therein referenced; (v) Executive's conviction of or entrance of a plea of guilty or nolo contendere to a felony; (vi) Executive's absence from work for five consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to System Company p olicy or law; (vii) Executive's gross or repeated insubordination; or (viii) Executive's unauthorized disclosure of the confidences of any Entergy System Company as defined in Section V of this Agreement. No act or failure to act by the Executive shall be considered Cause unless the Entergy System Company employer has given detailed written notice thereof to the Executive and, where remedial action is feasible, she has failed to remedy the act or omission, or failed to act in good faith (as determined by the Entergy System Company employer) to remedy the act or omission, within twenty business days after Executive's Entergy System Company employer has forwarded such notice to Executive in accordance with the notice procedures of this Agreement.
3. Death. Executive dies, in which case only any monthly base salary that was earned by Executive prior to her death but not yet paid to Executive shall be paid to Executive's estate; or
4. Disability. Executive becomes disabled so as to entitle Executive to benefits under her Entergy System Company employer's long-term disability plan.
3. if there should occur a Change in Control (as defined in the Continuity Plan) on or after the Assignment Commencement Date and before the Final Employment Date, and Executive's Entergy System employer or its successor either refuses to honor this Agreement or breaches, without Executive's express written consent, any obligations owed to Executive under this Agreement during the Change in Control Period (as defined in the Continuity Plan), then subject to the same forfeiture provisions set forth in Section 6.01 of the Continuity Plan, Executive will be entitled to the following benefits:
1. an immediate lump sum cash payment equal to the remaining unpaid base salary that would have been paid to Executive had her employment under this Agreement continued until the Final Employment Date; and
2. all other benefits to which Executive would have been entitled had she continued her employment under this Agreement until the Final Employment Date, under the terms and conditions of those plans and programs in which Executive participates in accordance with this Agreement; and
3. all legal fees and expenses incurred by Executive in disputing in good faith any issue hereunder relating to whether Executive experienced a payment event under this Section IIIA3 or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder. Any such payments shall be made within thirty (30) business days after delivery of Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Employer reasonably may require.
4. As a condition to receiving the change in control benefits, if any, payable under this paragraph, Executive agrees to comply fully with Section V and VI of this Agreement and further agrees that upon violation of either section, in addition to the remedies available to Employer as therein described, Executive shall repay to Employer or its successor, within 30 (thirty) business days of written request therefor, any amounts previously paid to Executive pursuant to this Section IIIA3, and Executive shall have no further entitlement to receive any additional payments or benefits under this Agreement.
4. In no event shall Executive or her beneficiaries be entitled to payments and benefits under more than one subsection of IIIA of this Agreement, nor shall Executive or her beneficiaries be entitled to payments and benefits under more than one subparagraph of IIIA2. The provisions of IIIA1 or IIIA3, as applicable, shall control any and all benefits that may be payable to Executive as a result of a Change in Control (as defined in the Continuity Plan), and payment under one such subsection shall preclude entitlement to any other compensation and benefit available under this Agreement.
2. Offset. In all cases, the compensation and benefits payable to Executive under this Agreement upon termination of the employment relationship shall be offset against any amounts to which Executive may otherwise be entitled under any and all severance plans, or programs or policies of her terminating Entergy System Company employer.
3. Sole Remedy. In the event Executive's employment is terminated in accordance with Section IIIA prior to expiration of the Term, Executive's rights as outlined in this Section III are (1) Executive's sole and exclusive rights against her Entergy System Company employer or any other Entergy System Company and (2) the sole and exclusive liability to Executive by any Entergy System Company employer under this Agreement, in contract, tort, or otherwise, for any termination of the employment relationship. Executive covenants not to lodge against any Entergy System Company any claim, demand, or cause of action based on termination of the employment relationship for any monies allegedly due under this Agreement other than those specified in this Section III.
4. Continuing Obligations. Termination of the employment relationship shall not terminate those obligations imposed by this Agreement which are continuing in nature, including, without limitation, Executive's continuing obligations of confidence, Executive's continuing obligations with respect to business opportunities that were entrusted to Executive during the employment relationship, and specifically Executive's obligations under Sections V and VI of this Agreement.

IV. CONTINUATION OF EMPLOYMENT BEYOND TERM:

Should Executive remain employed by Employer or any other Entergy System Company employer beyond the expiration of the Term, such employment shall convert to an at will employment relationship, terminable at any time by either the Entergy System Company employer or Executive for any reason whatsoever, with or without Cause. Section III of this Agreement shall not apply if Executive's termination should occur after expiration of the Term.

V. PROTECTION OF INFORMATION:

1. Position of Confidence. Executive acknowledges that her employment with Employer or any other Entergy System Company has placed her in a position to have access to or develop trade secrets or confidential information of any one or all of the Entergy System Companies and has placed Executive in a position to develop business good will on behalf of any one or all of the Entergy System Companies.
2. Information Obtained During Employment. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which were or are conceived, made, developed, or acquired by Executive, individually or in conjunction with others, during Executive's employment with any Entergy System Company employer, whether during business hours or otherwise and whether at the work site or otherwise, which relate to Entergy System Company business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) shall be disclosed to Executive's Entergy System Company em ployer and are and shall be such employer's sole and exclusive property. All documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of the Executive's Entergy System Company employer. Upon termination of Executive's employment with her Entergy System Company employer, for any reason, Executive shall promptly deliver the items referenced in this Section VB, and all copies thereof, to her last Entergy System Company employer.
3. Confidentiality. Executive will not, at any time during or after Executive's employment with any Entergy System Company employer, make any unauthorized disclosure of any confidential business information or trade secrets of any Entergy System Company, or make any use thereof, except in the carrying out of Executive's employment responsibilities under this Agreement. As a result of Executive's employment under this Agreement, Executive may, from time to time, have access to, or knowledge of, confidential business information or trade secrets of third parties, such as customers, suppliers, partners, or joint venturers of Employer or other Entergy System Companies, and Executive agrees to preserve and protect the confidentiality of such third party confidential information and trade secrets to the same extent, and on the same basis, as Employer's confidential business information and trade secrets.
4. Terms of the Agreement. Executive understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Executive shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Executive's attorneys, tax advisors, or as required by law.
5. Assignment of Rights. Executive agrees to and hereby does assign to Executive's Entergy System Company employer all rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by Executive at any time during Executive's Entergy System Company employment or with the use of any Entergy System Company time and materials. Executive will disclose to such Entergy System Company all facts known to Executive concerning such matters and, at the Entergy System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting the Entergy System Company in title to, such matters. Both during Executive's employment and thereafter, Executive shall assist her Entergy System Company employer and its nominee, at any time, in the protection of her employer's worldwide right, title, and interest in and to information, ideas, concepts, improvements, dis coveries, and inventions, and its copyrighted works, including, without limitation, the execution of all formal assignment documents requested by employer or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States or foreign countries.
6. Breach. Executive acknowledges and understands that Executive's breach of any provision of this Section V would constitute a material breach of this Agreement and could subject Executive to disciplinary action, including, without limitation, termination of employment for Cause under Section III. Executive acknowledges that money damages would be an insufficient remedy for any breach of this Section V by Executive, and Employer or any other Entergy System Company employer shall be entitled to enforce the provisions of this Section V by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for a breach or threatened breach of this Section. Such remedies shall not be deemed the exclusive remedies for a breach of this Section, but shall be in addition to all remedies available at law or in equity.

VI. Non-Compete Obligations:

1. Fiduciary Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder, in keeping with Executive's duties as a fiduciary, and in order to protect Employer's interest in the trade secrets of Employer, and as an additional incentive for Employer to enter into this Agreement, Employer and Executive agree to the non-competition provisions of this Section. Executive agrees that she will not engage in any employment or other activity (without the prior written consent of her last Entergy System Company employer) either in her individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (1) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (2) in competition with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. Executive further agrees not to take any action or make any statement, written or oral, to any current or former employee of any Entergy System Company, or to any other person, which disparages any Entergy System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any Entergy System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any Entergy System Company or its clients, suppliers or employees. The non-competition and non-disparagement obligations in this Section shall extend throughout the Term of this Agreement and, to the greatest extent allowed by law, shall extend for one (1) year after Executive's employment has ended.
2. Breach of Covenant. Executive acknowledges that Executive's breach of any provision of this Section VI would constitute a material breach of this Agreement and could subject Executive to disciplinary action, including, without limitation, termination of employment for Cause. Executive understands that the foregoing restrictions may limit Executive's ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits to justify such restriction. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Section VI by Executive, and Employer shall be entitled to enforce the provisions of this Section VI by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Section, but shall be in addition to all remedies available at law or in equity to Employer, including, without limitation, the recovery of damages from Executive and her or her agents involved in such breach.
3. Modification by Court. It is expressly understood and agreed that Employer and Executive consider the restrictions contained in this Section VI to be reasonable and necessary to protect the proprietary information of the Entergy System. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

VII. Additional Provisions

1. Representations and Warranties. Executive and Employer represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
2. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the fifth business day after being deposited in the mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to an Entergy System Company, If to Executive, addressed as follows:

General Counsel 
Entergy Services, Inc. 
639 Loyola Avenue, 26^th Floor 
New Orleans, LA 70113 Carolyn C. Shanks
710 Oak Trail
Canton, MS 39046


3. Binding Agreement. Upon its Effective Date, this Agreement is binding upon Executive and her heirs and upon Employer and its successors, agents, heirs or assigns. Executive expressly acknowledges the right of Employer to assign this Agreement to any Entergy System Company successor.
4. Sole Agreement. This Agreement contains the entire understanding between Executive and Employer relating to Entergy System Company employment, unless otherwise specifically provided as in the case of written company policies promulgated by, and in the applicable written benefit plans and programs of, Employer or any other Entergy System Company. Executive acknowledges that upon execution of this Agreement and in consideration of the benefits provided herein, notwithstanding any other provision of this Agreement to the contrary, Executive will not be entitled to any retention, severance, termination or similar benefit otherwise payable to Executive under any plan, program, arrangement or agreement of or with the Entergy System, except as otherwise specifically provided for in this Agreement.
5. Nonassignability. This Agreement or the right to receive benefits hereunder may not be assigned, encumbered or alienated by Executive in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement.
6. Applicable Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of law principles.
7. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
8. No Inducements. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party with respect to such subject matters, which is not embodied herein, and that no agreement, statement, or promise relating to the Entergy System Company employment of Executive that is not contained in this Agreement shall be valid or binding.
9. Modifications and Waivers. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
10. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

 IN WITNESS WHEREOF, Employer and Executive have duly executed this Agreement, which may be executed in multiple originals, to be effective on the Effective Date herein provided.

ACCEPTED BY EMPLOYER: 
Entergy Mississippi, Inc.
By its Duly Authorized Agent:

_________________________________
William E. Madison
Sr. Vice-President,
Human Resources and Administration
Executed this 24th day of July 2003. ACCEPTED BY EXECUTIVE:

_________________________________
Carolyn C. Shanks
Social Security No. 
Executed this 24th day of July, 2003.


EX-10 16 a10g9.htm

Exhibit 10(g)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY NEW ORLEANS, INC.

By ___________________________
Daniel F. Packer
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-12 17 a12a.htm

				Exhibit 12(a)
Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest Charges	$97,023	$101,600	$109,523	$103,210	$91,221
Interest applicable to rentals	17,289	16,449	14,563	12,762	15,425
Total fixed charges, as defined	114,312	118,049	124,086	115,972	106,646
Preferred dividends, as defined (a)	17,836	13,479	12,348	11,869	14,274
Combined fixed charges and preferred dividends, as defined	$132,148	$131,528	$136,434	$127,841	$120,920
Earnings as defined:
Net Income	$69,313	$137,047	$178,185	$135,643	$126,009
Add:
Provision for income taxes:
Total	54,012	100,512	105,933	71,404	105,296
Fixed charges as above	114,312	118,049	124,086	115,972	106,646
Total earnings, as defined	$237,637	$355,608	$408,204	$323,019	$337,951
Ratio of earnings to fixed charges, as defined	2.08	3.01	3.29	2.79	3.17
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.80	2.70	2.99	2.53	2.79

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 18 a12b.htm

				Exhibit 12(b)
Entergy Gulf States, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest charges	$153,034	$158,949	$174,368	$144,840	$157,343
Interest applicable to rentals	16,451	18,307	18,520	16,483	16,694
Total fixed charges, as defined	169,485	177,256	192,888	161,323	174,037
Preferred dividends, as defined (a)	29,355	15,742	13,017	6,190	6,485
Combined fixed charges and preferred dividends, as defined	$198,840	$192,998	$205,905	$167,513	$180,522
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes	$125,000	$180,343	$179,444	$174,078	$63,895
Add:
Income Taxes	75,165	103,603	82,038	65,997	24,249
Fixed charges as above	169,485	177,256	192,888	161,323	174,037
Total earnings, as defined (b)	$369,650	$461,202	$454,370	$401,398	$262,181
Ratio of earnings to fixed charges, as defined	2.18	2.60	2.36	2.49	1.51
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.86	2.39	2.21	2.40	1.45

___________________

(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 19 a12c.htm

				Exhibit 12(c)
Entergy Louisiana, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$117,247	$111,743	$116,076	$100,667	$76,756
Interest applicable to rentals	9,221	6,458	7,951	6,496	6,359
Total fixed charges, as defined	126,468	118,201	124,027	$107,163	$83,115
Preferred dividends, as defined (a)	16,006	16,102	12,374	10,647	$11,189
Combined fixed charges and preferred dividends, as defined	$142,474	$134,303	$136,401	$117,810	$94,304
Earnings as defined:
Net Income	$191,770	$162,679	$132,550	$144,709	$146,154
Add:
Provision for income taxes:
Total Taxes	122,368	112,645	86,287	84,765	97,408
Fixed charges as above	126,468	118,201	124,027	107,163	83,115
Total earnings, as defined	$440,606	$393,525	$342,864	$336,637	$326,677
Ratio of earnings to fixed charges, as defined	3.48	3.33	2.76	3.14	3.93
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	3.09	2.93	2.51	2.86	3.46

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 20 a12d.htm

				Exhibit 12(d)
Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$38,840	$44,877	$50,991	$45,464	$47,464
Interest applicable to rentals	2,261	1,596	1,849	1,916	1,880
Total fixed charges, as defined	41,101	46,473	52,840	$47,380	$49,344
Preferred dividends, as defined (a)	4,878	5,347	4,674	4,490	5,099
Combined fixed charges and preferred dividends, as defined	$45,979	$51,820	$57,514	$51,870	$54,443
Earnings as defined:
Net Income	$41,588	$38,973	$39,620	$52,408	$67,058
Add:
Provision for income taxes:
Total income taxes	17,537	22,868	20,464	17,846	34,431
Fixed charges as above	41,101	46,473	52,840	47,380	49,344
Total earnings, as defined	$100,226	$108,314	$112,924	$117,634	$150,833
Ratio of earnings to fixed charges, as defined	2.44	2.33	2.14	2.48	3.06
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.18	2.09	1.96	2.27	2.77

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12 21 a12e.htm

				Exhibit 12(e)
Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$14,680	$15,891	$19,661	$27,950	$17,786
Interest applicable to rentals	1,281	1,008	977	1,043	910
Total fixed charges, as defined	15,961	16,899	20,638	28,993	18,696
Preferred dividends, as defined (a)	1,566	1,643	2,898	2,736	1,686
Combined fixed charges and preferred dividends, as defined	$17,527	$18,542	$23,536	$31,729	$20,382
Earnings as defined:
Net Income	$18,961	$16,518	($2,195)	($230)	$7,859
Add:
Provision for income taxes:
Total	13,030	11,597	(4,396)	(422)	5,875
Fixed charges as above	15,961	16,899	20,638	28,993	18,696
Total earnings, as defined	$47,952	$45,014	$14,047	$28,341	$32,430
Ratio of earnings to fixed charges, as defined	3.00	2.66	0.68	0.98	1.73
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.74	2.43	0.60	0.89	1.59

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

(b) For Entergy New Orleans, earnings for the twelve months ended December 31, 2001 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.

(c) For Entergy New Orleans, earnings for the twelve months ended December 31, 2002 were not adequate to cover combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.

EX-12 22 a12f.htm

				Exhibit 12(f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$147,982	$118,519	$138,018	$76,639	$64,620
Interest applicable to rentals	3,871	5,753	4,458	3,250	3,793
Total fixed charges, as defined	$151,853	$124,272	$142,476	$79,889	$68,413
Earnings as defined:
Net Income	$82,375	$93,745	$116,355	$103,352	$106,003
Add:
Provision for income taxes:
Total	53,851	81,263	43,761	76,177	75,845
Fixed charges as above	151,853	124,272	142,476	79,889	68,413
Total earnings, as defined	$288,079	$299,280	$302,592	$259,418	$250,261
Ratio of earnings to fixed charges, as defined	1.90	2.41	2.12	3.25	3.66

EX-21 23 a21.htm

Exhibit 21

The seven registrants, Entergy Corporation, System Energy Resources, Inc., Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., are listed below (for a list of the remaining direct and indirect subsidiaries of Entergy Corporation, with the exception of certain subsidiaries that in the aggregate would not constitute a "significant subsidiary," see Exhibit 1 to Entergy Corporation's Public Utility Holding Company Act of 1935 filing made in File No. 70-9123 on February 27, 2004):

	State or Other Jurisdiction of Incorporation
Entergy Corporation	Delaware
System Energy Resources, Inc. (a)	Arkansas
Entergy Arkansas, Inc. (a)	Arkansas
Entergy Gulf States, Inc. (a)	Texas
Entergy Louisiana, Inc. (a)	Louisiana
Entergy Mississippi, Inc. (a)	Mississippi
Entergy New Orleans, Inc. (a)	Louisiana

                        _______________________

(a) Entergy Corporation owns all of the Common Stock of System Energy Resources, Inc., Entergy Arkansas Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc.

EX-23 24 a23b.htm

Exhibit 23(b)

Consent of Independent Auditors

We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement on Form S-4 (No. 33-54298) of Entergy Corporation, Registration Statements on Form S-3 (Nos. 333-02503 and 333-22007) of Entergy Corporation and Registration Statements on Form S-8 (Nos. 333-98179, 333-90914, 333-75097, 333-55692, and 333-68950) of Entergy Corporation of our report dated March 4, 2004, with respect to the consolidated financial statements of Entergy - - Koch, LP included in Exhibit 99(a) in this Annual Report on Form 10-K of Entergy Corporation for the year ended December 31, 2003.

 

                                                                                            /s/ Ernst & Young LLP

Houston, Texas
March 8, 2004

EX-24 25 a24.htm

Exhibit 24

March 8, 2004

TO:	Nathan E. Langston
	John M. Adams, Jr.
Re:	Power of Attorney; 2003 Form 10-K

Entergy Corporation, referred to herein as the Company, will file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Company and the undersigned persons, in their respective capacities as directors and/or officers of the Company, as specified in Attachment I, do each hereby make, constitute and appoint Nathan Langston and John M. Adams, Jr. and each of them, their true and lawful Attorneys (with full power of substitution) for each of the undersigned and in his or her name, place and stead to sign and cause to be filed with the Securities and Exchange Commission the aforementioned Annual Report on Form 10-K and any amendments thereto.

Yours very truly,

ENTERGY CORPORATION

By: /s/ J. Wayne Leonard Wayne Leonard
Chief Executive Officer
and Director

/s/ Maureen S. Bateman	/s/ W. Frank Blount
Maureen S. Bateman	W. Frank Blount
Director	Director
/s/ George W. Davis	/s/ Simon D. deBree
George W. Davis	Simon D. deBree
Director	Director
/s/ Claiborne P. Deming	/s/ Alexis M. Herman
Claiborne P. Deming	Alexis M. Herman
Director	Director
/s/ J. Wayne Leonard	/s/ Robert v.d. Luft
J. Wayne Leonard	Robert v. d. Luft
Chief Executive Officer Director	Chairman of the Board Director
/s/ Kathleen A. Murphy	/s/ Paul W. Murrill
Kathleen A. Murphy	Paul W. Murrill
Director	Director
/s/ James R. Nichols	/s/ William A. Percy, II
James R. Nichols	William A. Percy, II
Director	Director
/s/ Dennis H. Reilley	/s/ Wm. Clifford Smith
Dennis H. Reilley	Wm. Clifford Smith
Director	Director
/s/ Bismark A. Steinhagen	/s/ Steven V. Wilkinson
Bismark A. Steinhagen	Steven V. Wilkinson
Director	Director
/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer

ATTACHMENT I

Entergy Corporation

Chief Executive Officer and Director - J. Wayne Leonard (principal executive officer)
Executive Vice President and Chief Financial Officer - Leo P. Denault (principal financial officer)


Directors - Maureen S. Bateman, W. Frank Blount, George W. Davis, Simon D. deBree, Claiborne P. Deming, Alexis M. Herman, J. Wayne Leonard, Robert v.d. Luft, Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith, Bismark A. Steinhagen, Steven V. Wilkinson

March 8, 2004

TO:	Nathan E. Langston
	John M. Adams, Jr.
Re:	Power of Attorney; 2003 Form 10-K

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 herein as the Companies) will each file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Companies and the undersigned person, in their respective capacities as directors and/or officers of the Companies, as specified in Attachment I, do each hereby make, constitute and appoint Nathan Langston and John M. Adams, Jr. and each of them, their true and lawful Attorneys (with full power of substitution) for each of the undersigned and in his or her name, place and stead to sign and cause to be filed with the Securities and Exchange Commission the aforementioned Annual Report on Form 10-K and any amendments thereto.

Yours very truly,

ENTERGY ARKANSAS, INC. (hereinafter "EAI")
ENTERGY GULF STATES, INC. (hereinafter "EGSI")
ENTERGY LOUISIANA, INC. (hereinafter "ELI")
ENTERGY MISSISSIPPI, INC. (hereinafter "EMI")
ENTERGY NEW ORLEANS, INC. (hereinafter "ENOI")
SYSTEM ENERGY RESOURCES, INC. (hereinafter "SERI")


/s/ Hugh T. McDonald	/s/ E. Renae Conley
HUGH T. McDONALD Chairman, President, and Chief Executive Officer of Entergy Arkansas, Inc.	E. RENAE CONLEY President and Chief Executive Officer - Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc.
/s/ Joseph F. Domino	/s/ Carolyn C. Shanks
JOSEPH F. DOMINO Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc.	CAROLYN C. SHANKS Chairman, President, and Chief Executive Officer of Entergy Mississippi, Inc.
/s/ Daniel F. Packer	/s/ Gary J. Taylor
DANIEL F. PACKER Chairman, President, and Chief Executive Officer of Entergy New Orleans, Inc.	GARY J. TAYLOR Chairman, President and Chief Executive Officer of System Energy Resources, Inc.

/s/ Joseph F. Domino	/s/ Carolyn C. Shanks
Joseph F. Domino Director, Chairman of the Board, President and Chief Executive Officer-Texas of EGSI	Carolyn C. Shanks Director, Chairman of the Board, President and Chief Executive Officer of EMI
/s/ Donald C. Hintz	/s/ Hugh T. McDonald
Donald C. Hintz Director of EAI, EGSI, ELI, EMI, ENOI and SERI	Hugh T. McDonald Director, Chairman of the Board, President and Chief Executive Officer of EAI
/s/ Richard J. Smith	/s/ Gary J. Taylor
Richard J. Smith Director of EAI, EGSI, ELI, EMI & ENOI	Gary J. Taylor Director, Chairman of the Board, President and Chief Executive Officer of SERI
/s/ Daniel F. Packer	/s/ Leo P. Denault
Daniel F. Packer Director, Chairman of the Board, President and Chief Executive Officer of ENOI	Leo P. Denault Director of EAI, EGSI, ELI, EMI, ENOI and SERI
/s/ E. Renae Conley	/s/ Jay A. Lewis
E. Renae Conley Director of ELI and EGSI, Chairman of the Board, President and Chief Executive Officer of ELI, President and Chief Executive Officer - - Louisiana of EGSI	Jay A. Lewis Vice President and Chief Financial Officer, Operations of EAI, EGSI, ELI, EMI and ENOI
/s/ Theodore Bunting
Theodore Bunting Vice President and Chief Financial Officer, Nuclear Operations of SERI

ATTACHMENT I

Entergy Arkansas, Inc.

Chairman of the Board, President and Chief Executive Officer - Hugh T. McDonald (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Hugh T. McDonald, Donald C. Hintz, Richard J. Smith and Leo P. Denault

Entergy Gulf States, Inc.

Chairman of the Board, President and Chief Executive Officer- Texas - Joseph F. Domino (principal executive officer); President and Chief Executive Officer-Louisiana - - E. Renae Conley, (principal executive officer), Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Richard J. Smith, Joseph F. Domino, Donald C. Hintz, E. Renae Conley and Leo P. Denault

Entergy Louisiana, Inc.

Chairman of the Board, President and Chief Executive Officer - E. Renae Conley (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Richard J. Smith, E. Renae Conley and Leo P. Denault

Entergy Mississippi, Inc.

Chairman of the Board, President and Chief Executive Officer - Carolyn C. Shanks (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Carolyn C. Shanks, Richard J. Smith and Leo P. Denault

Entergy New Orleans, Inc.

Chairman of the Board, President and Chief Executive Officer - Daniel F. Packer (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Daniel F. Packer, Richard J. Smith and Leo P. Denault

System Energy Resources, Inc.

Chairman of the Board, President and Chief Executive Officer - Gary J. Taylor (principal executive officer); Vice President and Chief Financial Officer, Nuclear Operations - - Theodore H. Bunting (principal financial officer).

Directors - Gary J. Taylor, Donald C. Hintz and Leo P. Denault



EX-31 26 a31a.htm

Exhibit 31(a)

CERTIFICATIONS

	I, J. Wayne Leonard, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer of Entergy Corporation

Date: March 9, 2004

EX-31 27 a31b.htm

Exhibit 31(b)

CERTIFICATIONS

	I, Leo P. Denault, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer of Entergy Corporation

Date: March 9, 2004

EX-31 28 a31c.htm

Exhibit 31(c)

CERTIFICATIONS

	I, Hugh T. McDonald, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Arkansas, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer of
Entergy Arkansas, Inc.

Date: March 9, 2004

EX-31 29 a31d.htm

Exhibit 31(d)

CERTIFICATIONS

	I, Joseph F. Domino, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Gulf States, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas
of Entergy Gulf States, Inc.

Date: March 9, 2004

EX-31 30 a31e.htm

Exhibit 31(e)

CERTIFICATIONS

	I, E. Renae Conley, certify that:
1.	I have reviewed these annual reports on Form 10-K of Entergy Gulf States, Inc. and Entergy Louisiana, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: March 9, 2004

EX-31 31 a31f.htm

Exhibit 31(f)

CERTIFICATIONS

	I, Carolyn C. Shanks, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Mississippi, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer of
Entergy Mississippi, Inc.

Date: March 9, 2004

EX-31 32 a31g.htm

Exhibit 31(g)

CERTIFICATIONS

	I, Daniel F. Packer, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy New Orleans, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer of
Entergy New Orleans, Inc.

Date: March 9, 2004

EX-31 33 a31h.htm

Exhibit 31(h)

CERTIFICATIONS

	I, Gary J. Taylor, certify that:
1.	I have reviewed this annual report on Form 10-K of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer of
System Energy Resources, Inc.

Date: March 9, 2004

EX-31 34 a31i.htm

Exhibit 31(i)

CERTIFICATIONS

	I, Jay A. Lewis, certify that:
1.	I have reviewed these annual reports on Form 10-K of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in these reports our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in these reports any change in the registrants' internal control over financial reporting that occurred during the registrants' fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer of
Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
and Entergy New Orleans, Inc.

Date: March 9, 2004

EX-31 35 a31j.htm

Exhibit 31(j)

CERTIFICATIONS

	I, Theodore H. Bunting, Jr., certify that:
1.	I have reviewed this annual report on Form 10-K of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer
of System Energy Resources, Inc.

Date: March 9, 2004

EX-32 36 a32a.htm

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: March 9, 2004

EX-32 37 a32b.htm

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Leo P. Denault, Chief Financial Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and
Chief Financial Officer

Date: March 9, 2004

EX-32 38 a32c.htm

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 39 a32d.htm

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: March 9, 2004

EX-32 40 a32e.htm

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Reports on Form 10-K of the Companies for the year ended December 31, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: March 9, 2004

EX-32 41 a32f.htm

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 42 a32g.htm

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 43 a32h.htm

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32 44 a32i.htm

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,Jay A. Lewis, Vice President and Chief Financial Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Reports on Form 10-K of the Companies for the year ended December 31, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer

Date: March 9, 2004

EX-32 45 a32j.htm

Exhibit 32(j)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Theodore H. Bunting, Jr., Chief Financial Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and
Chief Financial Officer

Date: March 9, 2004

EX-99 46 a99a.htm

Consolidated Financial Statements

Entergy - Koch, LP

Years ended December 31, 2003and 2002, and Eleven Months Ended December 31, 2001

Report of Independent Auditors

The Audit Committee of the Board of
    Directors of EKLP, LLC and
    Partners of Entergy – Koch, LP

We have audited the accompanying consolidated balance sheets of Entergy – Koch, LP (the “Partnership”) as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in partners’ capital, and cash flows for each of the two years in the period ended December 31, 2003, and the eleven months ended December 31, 2001. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Entergy – Koch, LP at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2003, and the eleven months ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

As further discussed in Note 3 to the consolidated financial statements, in 2003 and 2002 the Partnership changed its method of accounting for inventory held for trading purposes and energy trading contracts not qualifying as derivatives.

                                                                                    Ernst & Young LLP

Houston, Texas
March 4, 2004

Entergy – Koch, LP

Consolidated Balance Sheets

	December 31,
	2003	2002
	(In Thousands)
Assets
Current assets:
Cash and cash equivalents	$     277,964	$     115,960
Margin and collateral deposits	186,624	163,848
Accounts receivable:
Trade (less allowance of $13,137 and $11,955,  respectively)	859,328	769,285
Affiliates	37,305	30,067
Contribution receivable	–	32,831
Transportation and exchange receivables	44,170	26,699
Receivable from Partners	6,755	7,646
Natural gas inventory	249,332	396,992
Assets from trading activities	680,643	571,172
Other current assets	195,701	196,716
Total current assets	2,537,822	2,311,216
Noncurrent assets:
Property, plant, and equipment, net	947,839	908,259
Assets from trading activities	192,316	183,506
Other noncurrent assets	39,665	33,234
Total noncurrent assets	1,179,820	1,124,999
Total assets	$  3,717,642	$  3,436,215

	December 31,
	2003	2002
	(In Thousands)
Liabilities and partners’ capital
Current liabilities:
Accounts payable:
Trade	$         821,735	$     693,055
Affiliates	7,478	31,778
Transportation and exchange payables	28,277	15,917
Collateral held on deposit	114,347	167,975
Liabilities from trading activities	574,870	519,922
Accrued liabilities	135,576	87,399
Notes payable – credit facilities	32,337	248,000
Other current liabilities	8,532	2,965
Total current liabilities	1,723,152	1,767,011
Noncurrent liabilities:
Senior notes (net of discount)	501,721	299,222
Liabilities from trading activities	291,542	143,843
Other noncurrent liabilities	17,981	16,974
Total noncurrent liabilities	811,244	460,039
Commitments and contingencies
Partners’ capital:
General Partner (including accumulated other comprehensive        (loss) income of $(21) and $40, respectively)	11,832	12,092
Limited Partners (including accumulated other comprehensive       (loss) income of $(2,030) and $3,938, respectively)	1,171,414	1,197,073
Total partners’ capital	1,183,246	1,209,165
Total liabilities and partners’ capital	$      3,717,642	$       3,436,215

See accompanying notes.


Entergy - Koch, LP

Consolidated Statements of Income

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Natural gas pipeline:
Revenues:
Transportation and storage – trade	$     110,079	$       120,476	$       105,299
Transportation and storage – affiliates	12,370	6,368	3,170
Retained fuel and other	54,352	34,240	52,631
Total natural gas pipeline revenues	176,801	161,084	161,100
Costs:
Operations and maintenance	116,923	69,857	65,609
Taxes other than income	6,625	5,854	5,684
Total natural gas pipeline costs	123,548	75,711	71,293
Trading:
Net gain from trading activities	339,362	259,472	257,747
Gross profit	392,615	344,845	347,554
Depreciation and amortization	42,851	42,087	35,281
General and administrative	156,932	147,529	104,675
Operating income	192,832	155,229	207,598
Other income and expense:
Interest income	6,020	1,728	2,868
Interest expense	(28,527)	(22,238)	(20,828)
Other (expense) income	(966)	18,225	(2,717)
Total other expense	(23,473)	(2,285)	(20,677)
Income before income tax expense and cumulative effect of    changes in accounting principle	169,359	152,944	186,921
Income tax expense	4,494	3,684	3,510
Income before cumulative effect of changes in accounting    principle	164,865	149,260	183,411
Cumulative effect of changes in accounting principle (net of    tax benefit of $4,477 in 2003)	15,245	–	(11,330)
Net income	$     180,110	$       149,260	$       172,081

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Changes in Partners' Capital

	General Partner	Limited Partners	Total
	(In Thousands)
Balance at February 1, 2001 (Inception)	$         8,510	$     842,505	$     851,015
Net income	1,721	170,360	172,081
Other comprehensive income:
Foreign currency translation	3	332	335
Net cash flow hedge gain	56	5,558	5,614
Net cash flow hedge gain recognized in net income	(42)	(4,146)	(4,188)
Total other comprehensive income	17	1,744	1,761
Total comprehensive income	1,738	172,104	173,842
Balance at December 31, 2001	10,248	1,014,609	1,024,857
Capital contribution	328	32,503	32,831
Net income	1,493	147,767	149,260
Other comprehensive income:
Foreign currency translation	37	3,606	3,643
Net cash flow hedge gain	26	2,543	2,569
Net cash flow hedge gain recognized in net income	(40)	(3,955)	(3,995)
Total other comprehensive income	23	2,194	2,217
Total comprehensive income	1,516	149,961	151,477
Balance at December 31, 2002	12,092	1,197,073	1,209,165
Capital distributions	(2,000)	(198,000)	(200,000)
Net income	1,801	178,309	180,110
Other comprehensive income:
Foreign currency translation	69	6,824	6,893
Net cash flow hedge loss	(133)	(13,114)	(13,247)
Net cash flow hedge loss recognized in net income	3	322	325
Total other comprehensive loss	(61)	(5,968)	(6,029)
Total comprehensive income	1,740	172,341	174,081
Balance at December 31, 2003	$      11,832	$  1,171,414	$  1,183,246

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Cash Flows

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Cash flows from operating activities
Net income	$     180,110	$       149,260	$       172,081
Adjustments to reconcile net income to net cash flows provided by    (used in) operating activities:
Provision for loss on accounts receivable	1,182	11,507	448
Depreciation and amortization	42,851	42,087	35,281
Cumulative effect of change in accounting principle	(15,245)	–	11,330
Change in net assets from trading activities	87,801	15,844	(49,534)
Gain on sale of asset	–	(775)	–
Net changes in working capital	132,656	(373,657)	143,304
Change in net other noncurrent assets and liabilities	1,273	13,426	(21,706)
Net cash flows provided by (used in) operating activities	430,628	(142,308)	291,204
Cash flows from investing activities
Capital expenditures	(88,277)	(50,133)	(26,869)
Proceeds from sale of asset	–	9,897	–
Net cash flows used in investing activities	(88,277)	(40,236)	(26,869)
Cash flows from financing activities
Net (repayment) borrowing of credit facility notes payable	(215,663)	88,000	(305,751)
Repayment of notes payable to partners	–	–	(212,000)
Capital contribution	32,831	–	–
Proceeds from senior notes borrowing	199,910	–	299,094
Capital distributions	(200,000)	–	–
Net cash flows (used in) provided by financing activities	(182,922)	88,000	(218,657)
Effect of exchange rate changes on cash and cash equivalents	2,575	3,486	484
Net change in cash and cash equivalents	162,004	(91,058)	46,162
Cash and cash equivalents, beginning of period	115,960	207,018	160,856
Cash and cash equivalents, end of period	$     277,964	$       115,960	$       207,018
Cash paid for taxes (in millions)	$              6.9	$              6.4	$              1.6
Cash paid for interest (in millions)	$            27.8	$            25.9	$            17.7

See accompanying notes.

Entergy - Koch, LP

Notes to Consolidated Financial Statements

December 31, 2003

1. Organization and Nature of Operations

Entergy – Koch, LP (“EKLP” or the “Partnership”), is a limited partnership indirectly owned by subsidiaries of Entergy Corporation (“Entergy”) and Koch Industries, Inc. (“Koch”) (collectively, the “Partners”). Subsidiaries of Entergy and Koch own 99% of the Partnership through limited partner interests, and the remaining 1% of the Partnership is owned by the general partner, EKLP, LLC, a company owned 50% by EK Holding III, LLC (an Entergy subsidiary), and 50% by Koch Energy, Inc. (a Koch subsidiary). EKLP, LLC, is managed by a board of directors, with each partner having equal representation.

Pursuant to the Agreement of Limited Partnership, dated January 31, 2001 (the “Partnership Agreement”), general distributions are equally shared by the Partners; however, the Partners disproportionately share in certain profits and special allocations, which occur periodically and would occur upon liquidation. The Partnership Agreement also requires that distributions of cash be made quarterly, based on EKLP, LLC’s determination of excess cash, which determination is based on EKLP management’s recommendation.

EKLP was formed to combine certain natural gas and power trading contracts and assets of Entergy with the natural gas pipeline business and the natural gas, power, and weather trading business of Koch. The accompanying consolidated financial statements reflect the transactions of the Partnership subsequent to its inception. The Partnership operates these contributed businesses, contracts, and assets primarily through four wholly owned subsidiaries: Gulf South Pipeline Company, LP (“Gulf South”), Entergy – Koch Trading, LP (“EKT US”), Entergy – Koch Trading Canada, ULC (“EKT CAN”), and Entergy – Koch Trading, Ltd. (“EKT Europe”).

Gulf South is engaged in the gathering, transmission, and storage of natural gas in the Gulf Coast region of the United States. Gulf South’s operations are collectively referred to as “pipeline services” in these notes and comprise one of the two reportable segments of the Partnership.

EKT US engages in physical and financial natural gas trading, including asset optimization services and weather derivatives trading in the United States and Canada, as well as physical and financial power trading throughout the United States. EKT CAN, which began operations in December 2002, engages in physical and financial natural gas trading, including asset optimization services, in Canada. EKT Europe engages in physical and financial natural gas and power trading as well as weather derivatives trading in the United Kingdom and Western Europe. The EKT US, EKT Europe, and EKT CAN operations are collectively referred to as “EKT” or “trading services” in these notes and comprise one of the two reportable business segments of the Partnership.

2. Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of all of the Partnership’s wholly owned subsidiaries after the elimination of significant intercompany transactions and balances. Investments in entities that are not controlled by the Partnership are accounted for using either the cost or equity method, as appropriate. These investments are regularly reviewed for impairment and propriety of current accounting treatment.

Regulatory Accounting – Gulf South is regulated by the Federal Energy Regulatory Commission (“FERC”). Gulf South does not apply Statement of Financial Accounting Standards (“SFAS”) No. 71, Accounting for the Effects of Certain Types of Regulation, (“SFAS No. 71”), which provides that rate-regulated public utilities account for and report assets and liabilities consistent with the economic effect of the way in which regulators establish rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it reasonable to assume that such rates can be charged and collected. Competition in Gulf South’s market area often results in discounts off the maximum allowable rate. Accordingly, the application of SFAS No. 71 is not appropriate.

Cash and Cash Equivalents – Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, and money market accounts with original maturities of three months or less. All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents.

Margin and Collateral Deposits – Margin and collateral deposits consist primarily of cash that the Partnership has on deposit with counterparties for margin or collateral requirements related to trading futures, swap, and option contracts. Pursuant to the Partnership’s contracts with each counterparty, the margin or collateral on deposit will vary based on changes in market prices, the Partnership’s credit rating, and various other factors. As further discussed in Note 7, “Concentrations of Credit Risk,” the Partnership also requires collateral from their counterparties based on similar criteria. Amounts from financial instruments received as collateral from counterparties are recorded as “collateral held on deposit.”

Accounts Receivable-Trade – Accounts receivable-trade are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts receivable, and represent claims against third parties that will be settled in cash. An allowance for doubtful accounts is established when needed based on factors including historical experience with the particular counterparty, economic trends and conditions, the age of the underlying receivable, and the Partnership’s ability to exercise the right of offset. Interest receivable on delinquent accounts receivable is included in the accounts receivable-trade balance and recognized as interest income when contractually permissible and collectibility is reasonably assured. Past due accounts receivable-trade are written off when either internal collection efforts have been unsuccessful or when a settlement is reached for an amount that is less than the outstanding historical balance.

Transportation and Exchange Receivables and Payables – Transportation and exchange receivables and payables result from differences in gas volumes received and delivered by Gulf South. Such receivables and payables are valued in accordance with Gulf South’s tariff at market indices for the production month during which the receivables and payables were created. Customers can settle transportation and exchange receivables and payables with cash or in-kind payment, or by trading imbalances with other shippers. Receivables and payables, which will be settled in-kind, are valued monthly at market. The net gas imbalance resulting from these transactions is recorded as an asset or liability, as appropriate.

Natural Gas Inventory – Pipeline Services – Retained fuel and excess gas available for resale are classified as inventory and are valued at the lower of weighted-average cost or market. Volumes in storage held on behalf of others as of December 31, 2003 and 2002, were 47.0 bcf and 41.1 bcf, respectively. Such volumes are excluded from Gulf South’s inventory.

Natural Gas Inventory – Trading Services – Trading inventory is comprised of natural gas held for resale. As further discussed in Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” the Partnership adopted Emerging Issues Task Force (“EITF”) Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities (“EITF No. 02-3”). As such, inventory as of December 31, 2003 and 2002, acquired subsequent to October 25, 2002, is recorded at the lower of weighted-average cost or market, including a lower of cost or market write-down of $2 million as of December 31, 2002. Inventory acquired prior to the aforementioned adoption of EITF No. 02-3 is valued at market. The Partnership treated the adoption of EITF No. 02-3 related to trading inventory prospectively, as allowed, because it did not have sufficient information to report the change in a manner similar to a cumulative effect of a change in accounting principle.

Included in other current assets are amounts related to natural gas volumes held in third-party facilities and for which title has transferred to such third parties, but to which the Partnership has rights in the future. Such amounts are recorded at the lower of weighted-average cost or market based on the notional volumes to which the Partnership has rights. The Partnership may hold title to other natural gas volumes to which third parties have the rights to under similar arrangements. The amounts related to these transactions are recorded in other current liabilities and are carried at market or weighted-average cost, whichever is higher.

Trading and Risk Management Activities – Pipeline Services – In accordance with the Partnership’s risk management policy, Gulf South utilizes natural gas futures, swap, and option contracts (collectively, the “hedge contracts”) to hedge certain exposures to market price fluctuations on the upcoming years’ anticipated sales of excess gas inventory. The changes in the fair value of the hedge contracts are expected to, and do, have a high correlation to changes in the anticipated sales prices of excess gas inventory and, therefore, qualify as cash flow hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS No. 133”). In addition, if the hedge contracts cease to have high correlation, or if the forecasted sale is deemed no longer probable to occur, hedge accounting is terminated and the associated changes in fair value of the derivative financial instruments are recognized in the related period of change as “Retained fuel and other revenues” on the consolidated statements of income.

The hedge contracts are reported in the consolidated balance sheets at fair value in “Other current assets and liabilities.” The related gains or losses derived from changes in the fair value of the hedge contracts are deferred in Partners’ capital (as a component of accumulated other comprehensive income). These deferred gains and losses are recognized as "Retained fuel and other revenues" on the consolidated statements of income when the excess gas inventory is sold. However, to the extent that the change in the fair value of the hedge contracts does not effectively offset the change in the fair value of the anticipated sales prices of excess gas inventory, the ineffective portion of the hedge contracts is immediately recognized as “Retained fuel and other revenues.”

As of December 31, 2003, Gulf South has included a net deferred loss on these cash flow hedges in “Accumulated other comprehensive income” of approximately $1 million. Gulf South expects to reclassify the entire amount to “Retained fuel and other revenues” over the next 12 months. Such amounts were immaterial for the year ended December 31, 2002, and the eleven months ended December 31, 2001. For the years ended December 31, 2002 and 2003, and the eleven months ended December 31, 2001, the ineffective portion of these hedges was immaterial.

Trading and Risk Management Activities – Trading Services – EKT offers risk management services to the natural gas, power, and weather markets, and optimization services related to the natural gas storage and transportation assets of its customers. These services are provided through a variety of financial instruments, including forward contracts involving cash settlement or physical delivery of natural gas or power; swap contracts requiring payment to (or receipts from) counterparties based on the difference between two prices for (or related to) natural gas, power, or weather; and option contracts requiring payment to (or receipts from) counterparties based on the difference between the option’s strike and the related market price for natural gas, power, or weather.

As required by EITF No. 02-3, the mark-to-market method is used to account for all derivative trading activities and the accrual method of accounting is used to account for storage, transportation, and asset optimization contracts not qualifying as derivatives under SFAS No. 133 and executed subsequent to October 25, 2002. The accounting method used for these non-derivative contracts executed prior to and up to that date was changed from the mark-to-market method to the accrual method on January 1, 2003. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements.”

As required by EITF Issue No. 99-2, Accounting for Weather Derivatives (“EITF No. 99‑2”), the Partnership uses the mark-to-market method to account for all trading related weather contracts.

Under the mark-to-market method, derivative contracts are recorded at quoted or estimated market value, with resulting unrealized gains and losses recorded as “Assets from trading activities” and “Liabilities from trading activities,” respectively, on the consolidated balance sheets according to their term to maturity. Current period changes in the assets and liabilities from trading activities are recognized as net gains or losses in “Net gain from trading activities” on the consolidated statements of income. Changes in the assets and liabilities from trading activities result primarily from changes in the valuation of the portfolio of contracts, maturity and settlement of contracts, and newly originated transactions. Terms regarding cash settlement of the contracts vary with respect to the actual timing of cash receipts and payments. Accounts receivable, accounts payable, and margin and collateral deposits include settlement amounts for financial derivatives for which the contractual settlement price has been published at the end of the accounting period. As a result, at December 31, 2003, accounts receivable and accounts payable included $88.2 million and $64 million, respectively, of January 2004 settled financial forward contracts valued using the published January 2004 futures price. At December 31, 2002, accounts receivable and accounts payable include $101.9 million and $97.9 million, respectively, of January 2003 settled financial forward contracts valued using the published January 2003 futures price. Margin and collateral deposits include $(1.9) million and $67.3 million of January 2003 and January 2004 settled futures, at December 31, 2003 and December 31, 2002, respectively.

The market prices and models used to value the derivatives reflect management’s best estimate considering various factors, including closing exchange and over-the-counter quotations, time value, and volatility underlying the contracts. The values are adjusted to reflect the potential impact of liquidating EKT’s position in an orderly manner over a reasonable time period under present market conditions and to reflect other types of risks, including model risk and credit risk. When quoted market prices are not available, EKT utilizes other valuation techniques to estimate market value. The use of these techniques requires EKT to make estimations with respect to future prices, volatility, liquidity, and other variables. Changes in market prices and management’s estimations directly affect the estimated market value of these transactions. Accordingly, it is reasonably possible that such estimates could change in the near term.

Beginning January 1, 2003, EKT US utilizes futures contracts to mitigate the variability in cash flows of anticipated future natural gas purchases and sales and accounts for these derivatives as cash flow hedges and has designated these contracts as hedges in accordance with SFAS No. 133. The changes in the fair value of the hedge contracts are expected to, and do, have a high correlation to changes in the anticipated natural gas purchases and sales and, therefore, qualify as cash flow hedges under SFAS No. 133. In addition, if the hedge contracts cease to have high correlation or if the forecasted purchase or sale are deemed no longer probable to occur, hedge accounting is terminated and the associated changes in fair value of the derivatives are recognized in the related period of change in “Net gain from trading activities” on the consolidated statements of income.

The natural gas derivatives of EKT US designated as hedges have an average term of less than one year, with the maximum term being two years. Contract terms represent the span of time over which EKT US is hedging its exposure to variability in future cash flows from the purchase and sale of natural gas.

The fair value of these derivatives are reported in the consolidated balance sheets in “Assets and liabilities from trading activities.” As of December 31, 2003, EKT US has included a net deferred loss on these cash flow hedges in “Accumulated other comprehensive income” of approximately $11.8 million. EKT US expects to reclassify approximately $1.3 million of deferred loss to “Net gain from trading activities” over the next 12 months. For the year ended December 31, 2003, the ineffective portion of these hedges recorded in “Net gain from trading activities” was approximately $5 million.

EKT’s asset optimization contracts relate to the natural gas storage and transportation assets of the related counterparties. Revenues, costs, and profit-sharing obligations associated with these asset optimization contracts are recognized based on the terms of the contract as such revenues are earned, costs are incurred, and when profit-sharing obligations arise. In addition, EKT enters into derivative contracts to manage market risk associated with its asset optimization contracts. These derivative contracts have not been designated as hedges and continue to be recorded at fair value.

All of EKT’s derivative transactions are subject to the Partnership’s risk management policy, which includes monitoring the creditworthiness of each counterparty. To the extent that a counterparty in these transactions is unable to meet its settlement commitments, the Partnership’s exposure to credit risk increases.

Trading and Risk Management Activities – Treasury – Pursuant to SFAS No. 133, the Partnership accounts for changes in the fair value of treasury related derivative instruments depending on whether they have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Partnership designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or cash flow hedge.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the same line item associated with the hedged item in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of “Other comprehensive income” and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change.  For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

The Partnership has entered into an interest rate swap agreement for interest rate risk exposure management purposes, which has been designated as a fair value hedge pursuant to SFAS No. 133. The interest rate swap agreement utilized by the Partnership effectively modifies the Partnership’s exposure to interest risk by converting the Partnership’s $200 million in fixed rate debt issued August 21, 2003, to a floating rate. This agreement involves the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of the underlying principal amount.

Hedge effectiveness is assessed as the change in the fair value of the hedging instrument relative to the change in the fair value of the related debt. During the year ended December 31, 2003, the Partnership recognized an immaterial net gain, included as a component of interest income, related to the ineffective portion of its fair value hedge of interest rate risk exposure. The effect of the fair value hedge for the year ended December 31, 2003, was to increase the carrying value of the associated debt by $2.5 million. A corresponding asset in approximately the same amount has been recorded in “Other assets”. On December 31, 2003, there were no hedged firm commitments that did not qualify as fair value hedges.

Additionally, the Partnership enters into forward foreign currency swaps associated with certain intercompany debt balances carried by the domestic entity and which are denominated in British pound. The swaps are used to counteract the effects of changes in foreign currency exchanges rates. For the year ended December 31, 2003, the foreign currency swaps resulted in a loss of $14.5 million.

Property, Plant, and Equipment – Property, plant, and equipment, including the working gas and base gas necessary to operate the pipeline, are recorded at historical cost or at the value established at the time of the Partnership inception. Construction costs and expenditures for major renewals and improvements, which extend the lives of the respective assets, are capitalized. Expenditures for maintenance, repairs, and minor renewals and improvements are charged to expense as incurred. Pipeline facilities are depreciated using the straight-line method based on average useful lives ranging from 4 to 30 years. Depreciation of constructed assets begins when the asset is placed in service. Computer hardware and software are depreciated using the straight‑line method based on average useful lives ranging from three to five years. Working gas and base gas are not depreciated.

The Partnership assesses impairment of its long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Intangible Assets – Intangible assets relate to the weather trading business and represent the logic utilized in the proprietary weather derivative valuation models, analytics that are used to translate weather information into trading strategies, and the proprietary data infrastructure that facilitates creation of structured weather derivative products. These intangible assets are amortized on a straight-line basis over a ten-year period and are included as “Other noncurrent assets” on the consolidated balance sheets.

Intangible assets are assessed annually for impairment. Indicators used by management to assess whether the intangible assets are impaired include a significant change in the extent or manner in which the intangible assets are used; a significant adverse change in the business climate that would affect the value of the intangible assets; an adverse action by a regulator, or a current-period operating or cash flow loss for the weather trading business, combined with a history of such that demonstrates continuing losses associated with the intangible assets derived from the weather trading business. There were no impairments of intangible assets for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001.

Income Taxes – The Partnership’s consolidated financial statements reflect no provision for United States federal and state income taxes since such taxes, if any, are the liabilities of the Partners. Foreign income taxes are provided for the Partnership’s subsidiaries, which are subject to taxation in foreign jurisdictions. Deferred tax assets and liabilities are recognized for the expected foreign tax consequences of the temporary differences between the tax bases of assets and liabilities and their financial statement carrying amounts in foreign jurisdictions. Such deferred tax assets and liabilities are not significant at December 31, 2003 and 2002.

Revenue Recognition – Revenues for the transportation and storage of natural gas are recognized based on volumes received and delivered in accordance with contractual terms at the time the transportation or storage services are rendered. Retained fuel is a component of Gulf South’s tariff structure, which provides for the recovery of fuel amounts expensed by the pipeline as operations and maintenance costs. Retained fuel is recognized as “Retained fuel and other revenues” on the consolidated statements of income at market prices in the month of retention. Retained fuel revenues for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, are $54.1 million, $26.7 million, and $41.6 million, respectively.

Net Gain From Trading Activities – The accompanying consolidated financial statements present revenues, costs, and realized and unrealized gains and losses from derivatives for trading services on a net basis in “Net gain from trading activities” in the consolidated statements of income. Revenues from sales of physical natural gas and power are recognized in the month of delivery. The associated costs including transportation and transmission charges are recognized concurrent with the revenue.

Foreign Currency – Management has determined the functional currency of EKT Europe to be the British pound. As such, the assets and liabilities of EKT Europe are translated at the exchange rate on the consolidated balance sheet date. Revenues and expenses for EKT Europe are translated at a weighted-average exchange rate for the financial reporting period then ended. Foreign currency translation adjustments are reported in Partners’ capital (as a component of other comprehensive income). Individually significant transactions are translated at the exchange rate on the date of the transaction. Foreign exchange transaction gains and losses are recognized as “Other income (expense)” on the consolidated statements of income of the period. For the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, foreign exchange gains of approximately $1.3 million, $7.1 million, and $0.4 million, respectively, are included in “Other income (expense).”

Use of Estimates – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make various assumptions and estimates that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. See related discussion in “Trading and Risk Management Activities.”

Reclassifications – Certain reclassifications have been made to the presentation of balances from prior periods to conform with the current-period presentation. These reclassifications have no effect on previously reported results of operations.

3. Changes in Accounting Principles and New Accounting Pronouncements

Changes in Accounting Principles

EITF No. 02-3 – In October 2002, the EITF reached consensus in EITF No. 02-3 to rescind EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities (“EITF No. 98-10”), EITF Issue No. 00-17, Measuring the Fair Value of Energy-Related Contracts in Applying No. 98-10, and Financial Accounting Standards Board (“FASB”) Staff Announcement Topic D-105, Accounting in Consolidation for Energy Trading Contracts, between Affiliated Entities When Activities of One but Not Both Affiliates Are within the Scope of EITF Issue No. 98‑10, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities” (“Topic No. D-105”). According to the consensus, “other energy contracts” such as storage and transportation contracts, not qualifying as derivatives pursuant to SFAS No. 133 executed prior to October 26, 2002, shall no longer be marked-to-market effective January 1, 2003. The accrual basis of accounting is required for contracts executed subsequent to October 25, 2002. In addition, for fiscal years beginning after December 15, 2002, gains and losses on all derivative instruments should be shown net in the income statement, whether or not settled physically, if the derivatives are held for trading purposes. EITF No. 02-3 also clarified that with the rescission of EITF No. 98-10, it would no longer be an acceptable industry practice to account for inventory held for trading purposes at fair value when fair value exceeds cost, except as provided by higher level accounting principles generally accepted in the United States. Application of EITF No. 02-3, in relation to restating the carrying value of inventory, may be applied prospectively if there is insufficient information to report a change in accounting for inventory in a manner similar to a cumulative effect of a change in accounting principle.

The Partnership prospectively adopted the provisions of EITF No. 02-3 related to inventory held for trading purposes and energy trading contracts, not qualifying as derivatives, and executed subsequent to October 25, 2002. The Partnership adopted EITF No. 02-3 in January 1, 2003 for its nonderivative energy trading contracts executed prior to October 26, 2002, and reported an increase to net income of $14.7 million as a cumulative effect of a change in accounting principle, net of tax. As a result of the adoption of EITF No. 02-3, the Partnership no longer recognizes energy trading contracts under mark-to-market accounting unless these contracts meet the definition of a derivative in accordance with SFAS No. 133 or the contract is a weather derivative. The Partnership has retained net presentation of all of its trading activities in the consolidated statements of income. The Partnership estimates that the adoption of EITF No. 02-03 negatively impacted after-tax earnings for the year ended December 31, 2003, by approximately $90 million.

In November 2002, EITF 02-3 was revised to state that an unrealized gain or loss at inception of a derivative instrument should not be recognized unless the fair value of that instrument is obtained from a quoted market price in an active market or is otherwise evidenced by comparison to other observable current market transactions or based on a valuation technique incorporating observable market data. Adoption by the Partnership of this November revision to EITF 02-3 was applied by the Partnership prospectively and did not have a material impact on the Partnership’s consolidated financial position or results of operations.

SFAS No. 143 – On January 1, 2003, the Partnership also adopted SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”). SFAS No. 143 requires legal obligations associated with retirement of long-lived assets to be recognized at their fair value at the time the obligations are incurred. The liability is reported at fair value and is adjusted in subsequent periods as accretion expense is recorded. Corresponding retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the useful life of the asset. The Partnership has identified a legal obligation associated with the abandonment of its offshore pipeline laterals. Pursuant to federal regulations, the Partnership may have a legal obligation to plug and abandon pipelines, and remove platforms, once gas flow has ceased.

Upon adoption of SFAS No. 143, the Partnership recorded an additional long-term liability of $1.9 million, for a total long-term liability of $3.5 million related thereto, and a net property, plant, and equipment asset of $2.4 million at January 1, 2003. This resulted in a cumulative effect of a change in accounting principle of $0.5 million. Accretion and depreciation expense subsequent to the adoption SFAS No. 143 decreased net income by $0.5 million for the year ended December 31, 2003.

SFAS No. 144 – In August 2001, SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”), was issued. This statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed Of. SFAS No. 144 retains the applicability to discontinued operations, and broadens the presentation of discontinued operations to include a component of an entity. The statement is being applied prospectively and initial adoption of this statement on January 1, 2002, did not have any impact on the Partnership’s consolidated financial position or results of operations.

SFAS No. 142 – SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), which required goodwill and intangible assets with indefinite lives be assessed for impairment rather than amortized, was adopted by the Partnership on January 1, 2002, with no material impact on the Partnership’s consolidated financial position or results of operations.

Topic No. D105 – Topic No. D-105 was issued in November 2001. The Announcement stated that energy trading transactions or contracts (and any related mark-to-market gains and losses) between entities of the same consolidated group should be eliminated in consolidation. The Partnership adopted Topic No. D-105 on December 31, 2001. Upon adoption, income was reduced by approximately $11.3 million. Such reduction is reported as the effect of a change in accounting principle for the eleven months ended December 31, 2001. As a result of the change, net income of the Partnership for the eleven months ended December 31, 2001 is the same as if Topic No. D-105 had been adopted at the inception of the Partnership on February 1, 2001. Topic No. D-105 was superceded by EITF No. 02-3.

New Accounting Pronouncements

FIN 46 – In January 2003, the FASB issued Financial Interpretation No. 46, Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51 (“FIN 46”), as revised in December 2003. FIN 46 addresses consolidation by business enterprises of variable interest entities (“VIEs”). The primary objective of the FIN 46 is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as VIEs. FIN 46 requires an enterprise to consolidate a VIE if that enterprise has a variable interest that will absorb a majority of the entity’s expected losses, if they occur, receive a majority of the entity’s expected residual returns, if they occur, or both. An enterprise shall consider the rights and obligations conveyed by its VIEs in making this determination. The Partnership is required to fully adopt the provisions of FIN 46 as of January 1, 2005, and continues to evaluate the impact that adoption will have on its financial statements.

SFAS 149 – In April 2003, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS No. 149”) was issued. SFAS No.149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities under SFAS No. 133. SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 was effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133, Implementation Issues, that have been effective for periods that began prior to June 15, 2003, continue to be applied in accordance with their respective effective dates. The adoption of SFAS No. 149 did not have an impact on the consolidated financial statements of the Partnership.

4. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income are as follows:

	December 31, 2003			December 31, 2002			December 31, 2001
	General Partner	Limited Partners	Total	General Partner	Limited Partners	Total	General Partner	Limited Partners	Total
	(In Thousands)
Accumulated other    comprehensive income:
Accumulated foreign               currency translation	$   109	$ 10,762	$ 10,871	$     40	$  3,938	$    3,978	$        3	$       332	$      335
Accumulated net cash flow     hedge (loss) gain	(51)	(5,013)	(5,064)	82	8,101	8,183	56	5,558	5,614
Accumulated net cash flow    hedge gain recognized in net income	(79)	(7,779)	(7,858)	(82)	(8,101)	(8,183)	(42)	(4,146)	(4,188)
	$    (21)	$ (2,030)	$ (2,051)	$     40	$  3,938	$    3,978	$      17	$    1,744	$   1,761

5. Supplemental Cash Flow Information

Changes in the components of working capital are as follows:

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, trade	$      (91,225)	$    (262,697)	$     470,246
(Increase) decrease in accounts receivable, affiliate	(7,238)	(8,387)	12,505
Decrease in receivable from partners	891	3,731	32,028
Change in net transportation and exchange receivables and        payables	(5,111)	(1,461)	(20,663)
Change in net margin and collateral	(76,404)	4,056	114,489
Decrease (increase) in natural gas inventory	154,641	(168,327)	(185,953)
Increase (decrease) in accounts payable, trade	128,680	231,953	(347,780)
(Decrease) increase in accounts payable, affiliates	(24,300)	1,392	3,510
Increase (decrease) in accrued liabilities	42,934	(20,583)	70,575
Change in other current assets and liabilities, net	9,788	(153,334)	(5,653)
Total	$     132,656	$    (373,657)	$     143,304

Natural gas inventory at December 31, 2003, includes approximately $7 million related to excess gas volumes transferred from working gas.

6. Fair Value of Financial Instruments

At December 31, 2003 and 2002, the carrying amounts of certain financial instruments held by the Partnership, including cash equivalents, accounts receivable and payable, notes payable, and transportation and exchange receivables and payables, are representative of fair value because of the short-term maturity of these instruments. In addition to the financial instruments listed above, the Partnership held financial instruments for trading and risk management activities, as well as debt instruments.

The fair value of all of the Partnership’s derivative financial instruments and other trading contracts is the estimated amount at which management believes the instruments could be liquidated over a reasonable period of time, based on quoted market prices, current market conditions, or other estimates obtained from third-party brokers or dealers. See Note 2, “Significant Accounting Policies” under “Trading and Risk Management Activities,” for additional information.

The fair value of the Partnership’s derivatives, financial instruments, and other trading contracts at December 31, 2003 and 2002, is summarized in the following tables:

	December 31, 2003
	Estimated Fair Value		Carrying Amount
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Trading(1)
Natural gas	$   499,610	$   541,699	$   499,610	$   541,699
Power	348,267	296,814	348,267	296,814
Weather	20,069	21,177	20,069	21,177
Other energy-related commodities	5,013	6,722	5,013	6,722
	$   872,959	$   866,412	$   872,959	$   866,412
Non-Trading(2)
Interest rate swap	$       2,058	$              –	$       2,058	$              –
Natural gas	352	1,176	352	1,176
Foreign currency swap	–	1,497	–	1,497
	$       2,410	$       2,673	$       2,410	$       2,673
Debt instruments
Senior notes(3)	$              –	$   546,252	$              –	$   501,721

⁽¹⁾   Represents the fair value of all derivatives of trading services including natural gas derivatives for cash flow hedges accounted for in accordance with SFAS No. 133. The carrying amount of trading services derivatives is included in the consolidated balance sheet as “Assets and liabilities from trading activities.”

⁽²⁾   The carrying amount is included in the consolidated balance sheet in “Other current assets” and “Other current liabilities.”

⁽³⁾The estimated fair value of the senior notes has been determined by the Partnership using available market information and selected valuation methodologies. Considerable judgment is required in interpreting market data to develop the fair value estimate. The use of different market assumptions or valuation methodologies could have a material effect on the estimated fair value.

	December 31, 2002
	Estimated Fair Value		Carrying Amount
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Trading(1)
Natural gas(2)	$     545,976	$     524,312	$     545,976	$     524,312
Power	192,891	120,692	192,891	120,692
Weather	15,811	14,459	15,811	14,459
Other energy related commodities	–	4,302	–	4,302
	$     754,678	$     663,765	$     754,678	$     663,765
Debt instruments
Senior notes(3)	$              –	$     302,561	$              –	$     299,222

⁽¹⁾   The carrying amount is included in the consolidated balance sheet as “Assets and liabilities from trading activities.”

⁽²⁾ Models used to fair value transportation, capacity, and storage agreements exclude optionality.

⁽³⁾   The estimated fair value of the senior notes has been determined by the Partnership using available market information and selected
        valuation methodologies. Considerable judgment is required in interpreting market data to develop the fair value estimate. The use of   
        different market assumptions or valuation methodologies could have a material effect on the estimated fair value.

7. Concentrations of Credit Risk

EKT manages its own portfolio using a variety of financial instruments, which include forward, futures, swap, option, storage, and transportation contracts. EKT may attempt to balance its contractual portfolio in terms of notional amounts and the timing of performance and delivery obligations. However, net unbalanced positions often exist or are established based upon an assessment of anticipated market movements.

Inherent in the Partnership’s trading and risk management activities are certain business risks, including market risk and credit risk. Market risk is the risk that the value of the contracts and derivative financial instruments will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or an agreement. The Partnership has established procedures in order to manage and control market and credit risk, and those control procedures are reviewed on an ongoing basis. The Partnership monitors market risk through a variety of techniques, including daily reporting of the change in the contracts and derivative financial instruments’ fair value to senior management. The Partnership attempts to minimize credit risk exposure through credit policies and periodic monitoring procedures.

The notional volumes of the Partnership’s realized physical activity included in “Net gain from trading activities” are set forth below. These notional volumes represent the gross transaction volumes for trading contracts that are physically settled and are not a measure of the Partnership’s exposure to market or credit risk.

	Year Ended December 31,
	2003	2002
	(In Thousands)
Trading
Power (in MWh)	445,979	407,027
Gas (in MMBtu)	2,347,045	2,081,116

Financial instruments, which subject the Partnership to credit risk, consist principally of cash equivalents, trade receivables, and, as described above, derivative financial instruments and other energy trading contracts. In accordance with the Partnership’s investment policy, cash equivalents are invested such that credit exposure to any one financial institution is limited.

The Partnership’s operations are primarily concentrated in the energy industry. Trade receivables and other financial instruments are predominantly with energy, utility, and financial services-related companies, as well as other trading companies in the United States, the United Kingdom, Western Europe, and Canada. For the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, no single counterparty contributed in excess of 10% of “Net gain from trading activities” on the consolidated statements of income.

The Partnership maintains credit policies that management believes minimize overall credit risk. Prospective and existing customers are reviewed for creditworthiness based upon pre-established standards, providing collateral and secured payment terms, as appropriate. Pursuant to these standards, the Partnership had cash collateral held on deposit of approximately $114.3 million and $168.0 million at December 31, 2003 and 2002, respectively.

The Partnership has master netting agreements in place that allow the Partnership to offset gains and losses arising from derivative instruments that may be settled in cash and/or gains and losses arising from derivative instruments that may be settled with the physical commodity. The Partnership’s policy is to have such master netting agreements in place with significant counterparties. Assets and liabilities (current and noncurrent) from trading activities, as well as trade accounts receivable and payable, reflect the master netting agreements in place.

The counterparties associated with “Assets from trading activities” at December 31, 2003 and 2002, are summarized in the following tables:

	December 31, 2003
	Investment Grade(1)	Total
	(In Thousands)
Gas and electric utilities	$       188,105	$     211,220
Energy marketers	117,732	274,712
Financial institutions	285,879	300,805
Oil and gas producers	15,642	66,766
Industrials	10,570	11,746
Other	12,245	12,534
Total	$       630,173	877,783
Credit valuation adjustments		(4,824)
Trading exposure(2)		872,959
Collateral		(379,735)(3)
Assets from trading activities, net of collateral		$     493,224

⁽¹⁾     “Investment Grade” is primarily determined using publicly available credit ratings along with consideration of cash, collateral, standby letters of credit, and parent company guarantees. Included in “Investment Grade” are counterparties with a minimum, or a minimum implied through internal credit analysis, Standard & Poor’s or Moody’s rating of BBB- or Baa3, respectively.

⁽²⁾     Trading exposure reflects netting between current and noncurrent assets and liabilities from trading activities under master netting agreements, as applicable. Three customers’ exposure at December 31, 2003, comprised greater than 5% of assets from trading activities, of which two are included above as “Investment Grade.”

⁽³⁾       Includes collateral held on deposit and standby letters of credit. An additional $73.5 million of collateral is being applied against estimated accounts receivable.

	December 31, 2002
	Investment Grade(1)	Total
	(In Thousands)
Gas and electric utilities	$       168,790	$       173,806
Energy marketers	146,241	219,644
Financial institutions	213,716	217,017
Oil and gas producers	74,289	115,095
Industrials	31,863	32,886
Other	126	128
Total	$       635,025	758,576
Credit valuation adjustments		(3,898)
Trading exposure(2)		754,678
Collateral		(208,225)(3)
Assets from trading activities, net of collateral		$       546,453

⁽¹⁾     “Investment Grade” is primarily determined using publicly available credit ratings along with consideration of cash, collateral, standby letters of credit, and parent company guarantees. Included in “Investment Grade” are counterparties with a minimum, or a minimum implied through internal credit analysis, Standard & Poor’s or Moody’s rating of BBB- or Baa3, respectively.

⁽²⁾     Trading exposure reflects netting between current and noncurrent assets and liabilities from trading activities under master netting agreements, as applicable. One customers’ exposure at December 31, 2002, comprised greater than 5% of assets from trading activities and is included above as “Investment Grade.”

⁽³⁾     Includes collateral held on deposit and standby letters of credit. An additional $49.7 million of collateral is being applied against estimated accounts receivable.

These concentrations of counterparties may impact the Partnership’s overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory, or other conditions. Based on the Partnership’s policies, risk exposures, and valuation adjustments related to credit, the Partnership does not anticipate a material adverse effect on its consolidated financial position as a result of counterparty nonperformance.

8. Property, Plant, and Equipment

Property, plant, and equipment is summarized as follows:

	December 31,
	2003	2002
	(In Thousands)
Land	$            712	$            712
Pipeline facilities	861,661	806,656
Working gas and base gas	93,635	101,000
Computer hardware and software	63,077	52,843
Construction in progress	43,464	20,041
	1,062,549	981,252
Accumulated depreciation	(114,710)	(72,993)
Net property, plant, and equipment	$     947,839	$     908,259

9. Senior Notes and Credit Facilities

The Partnership’s debt is summarized as follows:

	December 31,
	2003	2002
	(In Thousands)
Short-term debt:
Entergy-Koch, LP Credit Agreement (364-Day)	$                      –	$            158,000
Entergy-Koch, LP Credit Agreement (Five-Year Term)	–	90,000
Entergy-Koch Trading, LP Margin Facility Agreement	25,000	–
Entergy-Koch Trading, Ltd. Short-Term Revolving Facility	7,337	–
Notes payable – credit facilities	$            32,337	$            248,000
Long-term debt:
Entergy-Koch, LP 3.65% Senior Notes due 2006, net of discount and       including fair value adjustment	$         202,408	$                      –
Entergy-Koch, LP 6.90% Senior Notes due 2006, net of discount	299,313	299,222
Senior notes (net of discount)	$         501,721	$            299,222

Short-Term Debt

EKLP has historically maintained two primary credit facilities to manage their short-term cash requirements: a 364-day credit facility and a multi-year credit facility. In addition to these two facilities, Entergy-Koch Trading, LP and Entergy-Koch Trading, Ltd. have entered into short-term credit facilities for additional liquidity.

On December 19, 2003, EKLP renewed its 364-day credit facility with total commitments of $230 million. This facility includes the ability to issue up to $75 million of letters of credit within the total commitment of $230 million. At December 31, 2003, no loans or letters of credit were outstanding. At December 31, 2002, $158 million in loans were outstanding at a weighted-average interest rate of 2.08%. No letters of credit were outstanding. This facility expires on December 17, 2004.

On February 1, 2001, EKLP entered into a multi-year credit facility with total commitments of $105 million. This facility includes the ability to issue up to $105 million of letters of credit within the total commitment of $105 million. At December 31, 2003, no loans were outstanding under this facility, but $3.9 million in letters of credit were outstanding. At December 31, 2002, $90 million in loans were outstanding under this facility at a weighted‑average rate of 1.9% and $9.9 million in letters of credit were outstanding. This facility expires on February 1, 2006.

The interest rates and facility fees payable under the 364-day facility and on the multi-year facility vary based on the Partnership’s senior unsecured credit ratings and on the ratio of commitments utilized to the total commitments available under both facilities. At the Partnership’s current ratings, the applicable margin over LIBOR and facility fees payable are as follows:

	364-day		Multi-year
	Margin	Facility Fee	Margin	Facility Fee
Less than one-third utilization	0.475%	0.15%	0.350%	0.080%
More than one-third utilization	0.600%	0.15%	0.475%	0.080%

These facilities contain covenants that must be met in order to borrow, the most substantial of which is a limit on the ratio of consolidated total indebtedness to consolidated total capitalization of 55% or less.

On September 25, 2003, EKT US entered into a 364-day credit facility with a total commitment of $25 million. This facility may be used solely for the purpose of financing a portion of the Partnership’s margin requirements related to energy trading. Advances under the facility bear interest at LIBOR plus 0.75% and the Partnership is required to pay a facility fee at a rate of 0.125% per annum on the total commitment regardless of usage. As of December 31, 2003, $25 million was outstanding under this facility at a weighted-average interest rate of 1.85%. EKLP has guarantee obligations for EKT US under this facility. This facility contains covenants substantially similar to those in EKLP’s 364-day and multi-year credit facilities. This facility expires on September 23, 2004.

On December 1, 2003, EKT Europe entered into an uncommitted short-term credit facility with a limit of 10 million British pounds. This facility may be used for overdrafts and for money market loans. Overdrafts are repayable upon demand and money market loans are due at maturity. Advances under the facility bear interest at the bank’s cost of funds plus 0.75%. As of December 31, 2003, loans in the amount of 4.1 million British pounds ($7.3 million) were outstanding at a weighted‑average interest rate of 1.84%. EKLP has guarantee obligations for EKT Europe under this facility. This facility expires on April 24, 2004.

As of December 31, 2003, the Partnership was in compliance with all covenants under the facilities discussed above.

Long-Term Debt

On August 21, 2003, EKLP issued $200 million of senior unsecured notes at 3.65%, due August 20, 2006. These senior notes were offered at a discounted issue price of 99.955%, resulting in an effective interest rate of 3.67%. These senior notes rank equally with all other existing senior unsecured indebtedness of the Partnership. These senior notes are redeemable at the option of the Partnership, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at a price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments of principal and interest, exclusive of interest accrued to the date of redemption, at the applicable Treasury yield plus 25 basis points.

On July 24, 2001, EKLP issued $300 million of senior unsecured notes at 6.9%, due August 1, 2011. These senior notes were offered at a discounted issue price of 99.698%, resulting in an effective interest rate of 6.92%. These senior notes rank equally with all other existing unsecured indebtedness of the Partnership. These senior notes are redeemable at the option of the Partnership, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at a price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments of principal and interest, exclusive of interest accrued to the date of redemption, at the applicable Treasury yield plus 20 basis points.

Other Credit Facilities

On October 31, 2003, EKT Europe entered into a 364-day credit facility with a commitment of 40 million British pounds. This facility may be utilized for the issuance of letters of credit and bank guarantees related to the trading activity of EKT Europe. At December 31, 2003, letters of credit/bank guarantees in the amount of 19.3 million British pounds were outstanding ($34.6 million). The letter of credit/bank guaranty fees paid under this facility vary based on the Partnership’s senior unsecured credit ratings. At the Partnership’s current ratings, the fee is 0.75% per annum on the total amount of credits outstanding from time-to-time. The Partnership is not required to pay a facility fee or utilization fee under this facility. This facility contains covenants substantially similar to those in the 364-day and multi-year facilities. This facility expires on October 29, 2004

On December 1, 2003, EKT Europe entered into an uncommitted short-term credit facility with a limit of 25 million British pounds. This facility may be used for the issuance of letters of credit and bank guarantees related to the trading activity of EKT Europe. At December 31, 2003, letters of credit/bank guarantees in the amount of 15.1 million British pounds were outstanding ($27.0 million). The letter of credit/bank guaranty fee is 0.675% per annum on the total amount of credits outstanding from time to time. EKT Europe is not required to pay a facility fee or utilization fee under this facility. This facility expires on April 24, 2004.

Debt Maturity Schedule

Aggregate maturities of the principal amount of debt for the next five years and in total thereafter are as follows (in millions):

2004	$      32
2005	–
2006	200
2007	–
2008	–
Thereafter	300
Total	$    532

10. Commitments and Contingencies

Partnership Matters

Litigation – The Partnership is party to various legal actions arising in the normal course of business. Management believes that the disposition of outstanding legal actions will not have a material adverse impact on the Partnership’s consolidated financial position.

Environmental and Other Indemnification Matters – Koch Energy, Inc., indemnified the Partnership for all known environmental liabilities as of February 1, 2001, arising from conditions existing or events occurring at Gulf South operations prior to the inception of the Partnership. In addition, Koch Energy, Inc., and affiliates of Entergy have indemnified the Partnership for any unknown environmental liabilities that occurred prior to February 1, 2001, related to the respective assets contributed to the Partnership by such parties, which are identified before the tenth anniversary date of the Partnership’s formation. Any such environmental liabilities first identified prior to the sixth anniversary date are subject to a $50,000 per event deductible while those first identified after the sixth anniversary but before the tenth anniversary date are subject to a $1.0 million per event deductible.

All environmental liabilities arising from the operations of the Partnership subsequent to January 31, 2001, are the obligation of the Partnership. Koch Energy, Inc., and affiliates of Entergy have also agreed to indemnify the Partnership for all other losses and expenses the Partnership incurs in connection with any claim, litigation, or suit arising prior to the Partnership’s formation out of the operations of the Partners’ respective businesses or assets that the Partners contributed to EKLP.

Regulatory Matters– EKLP is subject to regulation by various federal, state, and local government agencies, and from time to time receives formal and informal requests for information from such agencies.

As an indirect partially owned subsidiary of Entergy, a registered holding company under the Public Utility Holding Company Act of 1935 (the “1935 Act”), EKLP generally must comply with certain requirements established in the 1935 Act, as well as rules and orders issued by the Securities and Exchange Commission under the 1935 Act that are applicable to investments by Entergy in non-utility companies.

The transportation of natural gas in interstate commerce is subject to regulation by the FERC under the Natural Gas Act and, to a lesser extent, the Natural Gas Policy Act of 1978, as amended. The FERC has jurisdiction over setting a pipeline’s rates, terms, and conditions of service, and the construction of pipeline and related facilities used in the transportation and storage of natural gas in interstate commerce, including the extension, expansion, or abandonment.

At the federal level, the FERC regulates certain activities of EKT regarding energy commodity transportation and wholesale trading. EKT is also subject to certain aspects of the jurisdiction of the Commodity Futures Trading Commission (“CFTC”).

EKT Matters

Commodity Futures Trading Commission Matter– On March 26, 2003, the FERC published a “Final Report on Price Manipulation in Western Markets,” focusing on gas and power activity in California. EKT was listed in the FERC report among the entities that had allegedly engaged in so-called “wash trading” in the gas markets with respect to 61 pairs of trades. In addition, EKT received a subpoena from the CFTC seeking certain information about its gas and power business, relating to so-called “wash trades,” and about information furnished to energy industry publications. EKT also received a document request in connection with an informal inquiry by the Securities and Exchange Commission (the “SEC”) relating to so-called “wash trades.”

On January 28, 2004, the CFTC approved an order settling the administrative action relating to the CFTC’s investigation. EKT agreed to pay a civil penalty of $3 million without admitting or denying the CFTC’s findings and has recorded such amount in the accompanying consolidated financial statements. The order cites EKT for reporting false price information. There were no findings of price manipulation, attempted price manipulation, or wash trading made against EKT or the Partnership. The CFTC notified EKT that this settlement concluded the issues that were subject of their investigation. In filing this order, the CFTC noted EKT’s cooperation in this matter. The order requires EKT’s continued cooperation with the CFTC.

Cornerstone Matter – On August 18, 2003, Cornerstone Propane Partners, LP filed suit against EKT and other entities on behalf of a putative class of persons who purchased and/or sold natural gas futures and options contracts on the New York Mercantile Exchange (“NYMEX”) between January 1, 2000 to December 31, 2002. On November 14, 2003, Dominick Viola filed a similar complaint, naming EKT. On November 25, 2003, the District Court for the Southern District of New York consolidated these cases with two other cases, neither of which named EKT as a defendant. On January 20, 2004, the plaintiffs filed a consolidated class action complaint which alleges violations of the Commodity Exchange Act including manipulation (Section 9(a)), wash trades (Section 4c), and aiding and abetting violations of the Act (Section 22(a)). On February 19, 2004, the defendants, including EKT, filed a motion to dismiss this consolidated complaint. EKT intends to vigorously defend this action.

Other – In addition, EKT has received several formal and informal requests for information from various regulatory and governmental agencies in connection with the Partnership’s gas and power businesses. At this point the Partnership does not believe that these inquiries will result in a material impact on the Partnership.

Gulf South Matters

Napoleonville Salt Dome Matter – On or about December 24, 2003, natural gas was observed bubbling at the surface near two solution-mined salt caverns leased and operated by Gulf South for natural gas storage in Napoleonville, Lousiana. Gulf South commenced remediation efforts immediately. Those remediation efforts are ongoing. Additionally, two class action lawsuits have been filed to date relating to this incident, a declaratory judgment action has been filed against Gulf South by the lessor of the property, and it is reasonably possible that additional actions may be filed against Gulf South. Included in these consolidated financial statements is a liability for estimated costs of approximately $14 million, which have been expensed, related to this matter.

Gulf South’s insurance policies provide for contractual reimbursements for, among other things, property damage, remediation costs, and third-party claims; and the Partnership may receive insurance reimbursements for substantially all costs incurred in excess of the deductibles underlying its policies. At this point in time, none of the insurers have declined coverage, although not all of the insurers have agreed to reimburse Gulf South for all costs and losses incurred above the deductibles underlying its insurance policies. The Partnership is vigorously pursuing its insurance claims, and any recovery under Gulf South’s insurance policies will be recorded when realization becomes probable.

While Gulf South believes its cost estimates are reasonable, it is possible that as additional facts become available, additional charges may be required. At this time, Gulf South cannot assess whether future costs, if any, will be material in the period in which they are recorded.

Wyble Lawsuit – On July 26, 2002, the following lawsuit was filed against Gulf South Pipeline Company, LP, and GS Pipeline Company, LLC, both subsidiaries of EKLP: Joseph Wyble, Robert May, Robert Hames, and Winston Land & Cattle Company, Inc. vs. Gulf South Pipeline Company, LP and GS Pipeline Company, LLC; Civil Action No. 9:02 CV 200 In the United States District Court for the Eastern District of Texas, Lufkin Division. This lawsuit involved allegations that Gulf South violated the federal Natural Gas Pipeline Safety Act (“PSA”) and sought injunctive and other relief to prevent Gulf South’s alleged continuation of unsafe operating practices in violation of the PSA. A hearing on Gulf South’s motions for partial summary judgment, which sought to limit the scope of the trial, was held on February 20, 2004.  On March 3, 2004, Gulf South's motion for partial summary judgment was granted.  The ruling indicated that plaintiffs did not have standing to bring an action for "remote violations" (i.e. violations which did not occur on their properties).  This ruling substantially limited the scope of the case against Gulf South.  On March 4, 2004, the parties entered into a memorandum of understanding that agreed to settle the action pursuant to confidential terms that were not material to the partnership.

Non-Cancelable Operating Obligations

Optimization contracts – EKT is required to make specified minimum payments relative to optimizing certain customers’ natural gas storage and transportation assets. For the years ended December 31, 2003 and 2002, and eleven months ended December 31, 2001, approximately $30.5 million, $20.4 million, and $6.6 million, respectively, of these specified minimum payments were made. EKT’s minimum future commitments related to these items as of December 31, 2003, are as follows (in thousands):

2004	$   39,126
2005	17,246
2006	6,850
2007	4,582
2008	1,144
Total	$   68,948

Operating leases – EKLP has various noncancelable operating lease commitments extending through the year 2014. Total operating lease expense for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, were $6.3 million, $6.5 million, and $6.1 million, respectively. EKLP’s minimum future commitments related to these items as of December 31, 2003, are as follows (in thousands):

2004	$   5,579
2005	5,590
2006	5,568
2007	5,324
2008	5,074
Thereafter	16,581
Total	$   43,716

11. Related-Party Transactions

EKT US is a party to an electric power purchase and sale agreement with an Entergy affiliate to provide various energy risk management services. For the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, EKT US received $3.5 million, $3.9 million, and $3.6 million, respectively, from the Entergy affiliate as reimbursement for the resources needed to provide these services.

EKT Europe was party to an Energy Management Agreement with Entergy affiliates whereby EKT Europe provides various risk management services for the Entergy affiliates. For the year ended December 31, 2002, and the eleven months ended December 31, 2001, EKT Europe received $0.9 million and $1.1 million, respectively, from the Entergy affiliate as reimbursement for the resources needed to provide these services. This agreement has expired and the amount received by EKT Europe for the year ended December 31, 2003 was immaterial.

At December 31, 2003, in assets and liabilities from trading activities are assets of $15.5 million and liabilities of $8.7 million relative to transactions with Entergy and Koch affiliates. At December 31, 2002, included in assets and liabilities from trading activities are assets of $30.0 million and liabilities of $28.9 million relative to transactions with Entergy and Koch affiliates.

Included in the net gain from trading activities for the year ended December 31, 2003, are affiliate revenues of $538.6 million (2.3% of trading revenues), affiliate cost of sales of $188.2 million (0.8% of trading cost of sales), and net realized affiliate gain of $17.7 million from financial instruments. Included in the net gain from trading activities for the year ended December 31, 2002, are affiliate revenues of $434.0 million (2.7% of trading revenues), affiliate cost of sales of $424.4 million (3.2% of trading cost of sales), and net realized affiliate loss of $9.0 million from financial instruments. Included in the net gain from trading activities for the eleven months ended December 31, 2001, are affiliate revenues of $466.3 million (4.8% of trading revenues), affiliate cost of sales of $607.9 million (6.2% of trading cost of sales), and net realized affiliate gain of $15.4 million from financial instruments.

EKLP has a building operating lease agreement with Entergy and Koch extending to the years 2014 and 2011, respectively. The Partnership had related rent expense of approximately $4.0 million, $3.1 million, and $2.6 million for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, respectively.

Gulf South has trade receivables with an affiliate, Entergy, in the amounts of $0.6 million and $0.6 million as of December 31, 2003 and 2002, respectively. Gulf South provided transportation and storage services to Entergy and related companies in the amount of $7.7 million and $8.1 million for the years ended December 31, 2003 and 2002, respectively.

Additionally, the Partnership purchased information technology services from a Koch affiliate in the amount of $11.2 million, $12.0 million, and $9.4 million, for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, respectively.

Included in receivables from Partners at December 31, 2003, are amounts related to certain incentive compensation obligations that existed prior to the formation of the Partnership, which were paid by the Partnership. Such amounts are expected to be fully reimbursed by January 2004.

See also Note 12, “Partners’ Capital,” for indemnification provided by Entergy.

12. Partners’ Capital

The February 1, 2001, partners’ capital balances represent the Partnership’s consolidated financial position on its date of inception based on the contribution of cash and other monetary assets, contracts held for trading purposes, and property, plant, and equipment pursuant to the Amended and Restated Contribution Agreement for Entergy-Koch, LP, dated May 26, 2000, between certain wholly owned subsidiaries of the Partners.

The assets and liabilities contributed by Koch have been recorded at the Partnership’s estimate of fair value, subject to the total implicit fair value established by the net monetary assets contributed by Entergy.

The assets and liabilities contributed by Entergy, which are primarily assets from trading activities, have been recorded at the Partnership’s estimate of fair value, except for property, plant, and equipment, which was recorded at Entergy’s book value. The following table illustrates how the assets and liabilities contributed by the Partners are adjusted to the fair value estimated by the Partnership at inception.

Entergy contributed the following assets to the Partnership:

	(In Thousands)
Monetary assets:
Cash	$     160,486
Other working capital – net	(12,637)
Trade receivables purchased from Koch	306,969
Additional capital of $72.75 million due in three years or upon       liquidation (at estimated present value)	60,872
Note payable to Entergy from Partnership	(106,000)
Total monetary contributions	409,690
Non-monetary assets – primarily assets from trading activities at estimated    fair market value	31,635
Total contributed capital – Entergy	$     441,325

Koch contributed the following assets to the Partnership:

	(In Thousands)
Capital of pipeline and trading business	$     415,480
Repayment of capital of pipeline and trading business funded by EKLP    borrowing non-recourse to Koch	(300,000)
Note payable to Koch from Partnership	(106,000)
Agreed return of capital of $72.75 million due upon contribution by    Entergy (at estimated present value)	(60,872)
Net book deficit of contributed assets, after distributions	(51,392)
Fair value adjustment to the Koch contributed assets	461,082
Total contributed capital – Koch	$     409,690
Total beginning equity	$     851,015

In addition, the Partnership also paid Koch approximately $165.8 million at Inception relative to amounts due Koch, which were payables of the contributed trading business.

Upon Inception, the Partnership executed notes payable to Entergy Power International Holdings Corporation for $106 million and Koch Energy, Inc., for $106 million due on or before May 31, 2001. The notes were secured by certain receivables and contractual agreements of the Partnership. On March 29, 2001, the Partnership completely paid the $212 million of notes payable to the Partners with associated interest expense of $1.7 million.

Pursuant to the Partnership Agreement, one of the limited partners and one of the members of the general partner made a contribution of $72.7 million in January 2004. The equivalent amounts were distributed to the remaining limited partner and the other member of the general partner. In addition, in January 2004 certain assets of the Partnership were revalued to measure the economic impact to the Partners at this date. Such revaluation will not have any effect on the historical cost basis consolidated financial statements of the Partnership.

In 2002, EKLP had a contractual dispute with a counterparty and the resulting loss was indemnified by Entergy. In connection with the indemnification, the Partnership recorded a receivable from Entergy of $32.8 million and a corresponding contribution to capital in the accompanying statement of changes in partners’ capital as December 31, 2002. The $32.8 million was paid by Entergy to the Partnership on February 7, 2003. As part of the indemnification arrangement, beginning in January 2003, Entergy is entitled to all the benefits and detriments associated with the contractual agreements with the counterparty. EKLP continues to service the power needs of the counterparty on behalf of Entergy, and as a result of that arrangement, has a $2.8 million receivable (included in receivables from affiliates) from Entergy at December 31, 2003.

13. Employee Retirement Plans

For its domestic operations, the Partnership established the Money Purchase Pension Plan, which is available to all active employees meeting certain minimum requirements. This plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Under the terms of the plan, 4% of employees’ base compensation is contributed to the plan.

For its domestic operations, the Partnership also established the 401(k) Retirement Plan, which is available to all active employees. This plan is a defined contribution plan subject to the provisions of the ERISA. Under the terms of the plan, employees may contribute a percentage of their annual salary, subject to Internal Revenue Service limits, with the Partnership matching 100% of the first 6% contributed by employees with over one year of service.

For its European operations, the Partnership established a Group Personal Pension Plan, which is available to all active employees and is managed by Scottish Equitable. Under the terms of the plan, employees can contribute from 2% to 5% of their base compensation on a pretax basis. The Partnership will contribute from 3% to 8% of an employee’s base compensation depending on the amount that the employee contributes to the plan.

For its employees’ participation in these plans, the Partnership recorded expense for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, of approximately $4.5 million, $4.4 million, and $4.2 million, respectively. Partnership contributions to the above plans are subject to vesting requirements.

14. Taxes

EKT Europe is subject to UK taxes. The net income before income taxes and cumulative effect of change in accounting principle attributed to European operations for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, is $20.6 million, $9.8 million, and $10.7 million, respectively. The total income tax expense related to the net income before income taxes and cumulative effect of change in accounting principle that is attributed to foreign operations is $4.5 million, $3.7 million, and $3.5 million for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, respectively. Such income tax expense amounts were reflected as current income taxes. A tax benefit of $4.5 million is included in the cumulative effect of a change in accounting principle for the year ended December 31, 2003.

15. Business Segment Information

The Partnership has two operating business segments: pipeline services and trading services. Pipeline services provides gathering, transportation, and storage services for natural gas in the Gulf Coast region of the United States via its interstate pipeline. Trading services engages in physical and financial natural gas trading and weather trading throughout the United States, the United Kingdom, Western Europe, and Canada, as well as physical and financial power trading throughout the United States, the United Kingdom, and Western Europe. Trading services also provides asset optimization services in the United States. For segment reporting purposes, all of trading services’ operations have been aggregated as one reportable segment due to similarities in their operations as permitted by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The non-operating segment consists of corporate activities.

The significant accounting policies of the segments are the same as those described in the summary of significant accounting policies as discussed in Note 2. The Partnership accounts for intersegment transactions at prices comparable to those received from unaffiliated customers and in some instances are affected by regulatory considerations.

Summarized financial information by segment is presented in the tables below. Reconciliations of total reportable segment amounts are reconciled to the consolidated totals following the tables.

	Year Ended December 31, 2003
	Trading Services	Pipeline Services	Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –	$   211,739	$   211,739
Trading net gain:
Net gain for reportable segments	311,719(1)	–	311,719
Depreciation and amortization expense	11,790	31,061	42,851
Operating income	182,036	18,003	200,039
Interest income	3,046	1,110	4,156
Interest expense	(12,170)	(403)	(12,573)
Income taxes	4,494	–	4,494
Net income	185,258	18,107	203,365
Capital expenditures	8,579	79,698	88,277
Total assets at December 31, 2003	2,430,247(2)	1,025,398	3,455,645

⁽¹⁾     Includes net gain from trading activities from foreign operations of approximately $55.1 million principally attributed to EKT Europe.

⁽²⁾  Includes assets of $866.9 million of foreign operations principally attributed to European and Canadian

	Year Ended December 31, 2002
	Trading Services	Pipeline Services		Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –		$   205,236	$   205,236
Trading net gain:
Net gain for reportable segments	197,372(1)		–	197,372
Depreciation and amortization expense	11,233		30,854	42,087
Operating income	69,783		73,868	143,651
Interest income	3,217		2,368	5,585
Interest expense	(8,176)		–	(8,176)
Income taxes	3,684		–	3,684
Net income	79,542		75,312	154,854
Capital expenditures	9,364		40,769	50,133
Total assets at December 31, 2002	2,353,102(2)		1,087,466	3,440,568

⁽¹⁾     Includes net gain from trading activities from foreign operations of approximately $28.8 million attributed to EKT Europe.

⁽²⁾     Includes assets of $678.3 million of foreign operations principally attributed to EKT Europe.

	Eleven Months Ended December 31, 2001
	Trading Services	Pipeline Services	Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –	$   183,059	$   183,059
Trading net gain:
Net gain for reportable segments	234,685(1)	–	234,685
Depreciation and amortization expense	9,036	26,245	35,281
Operating income	146,233	62,978	209,211
Interest income	3,472	1,160	4,632
Interest expense	(7,635)	–	(7,635)
Income taxes	3,510	–	3,510
Net income	138,296	61,630	199,926
Capital expenditures	5,468	21,401	26,869
Total assets at December 31, 2001	1,748,844(2)	1,030,916	2,779,760

⁽¹⁾   Includes net gain from trading activities from foreign operations of approximately $22.9 million principally attributed to EKT Europe.

⁽²⁾   Includes assets of $499.8 million of foreign operations principally attributed to EKT Europe.

The reconciliations of natural gas pipeline revenues, net gain from trading activities, net income, and total assets for reportable segments to the consolidated totals are as follows:

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Natural gas pipeline revenues
Total revenues for reportable segment	$   211,739	$    205,236	$     183,059
Elimination of intersegment balances	(34,938)	(44,152)	(21,959)
Total natural gas pipeline consolidated revenues	$       176,801	$         161,084	$         161,100
Net gain from trading activities
Total net gain for reportable segment	$       311,719	$         197,372	$         234,685
Elimination of intersegment balances	27,643	62,100	23,062
Total consolidated net gain from trading activities	$       339,362	$         259,472	$         257,747
Operating income
Total operating income for reportable segments	$       200,039	$         143,651	$         209,211
Elimination of intersegment balances	(7,295)	17,948	1,103
All other	88	(6,370)	(2,716)
Total consolidated operating income	$       192,832	$         155,229	$         207,598
Interest income
Total interest income for reportable segments	$           4,156	$             5,585	$             4,632
Elimination of intersegment balances	(9,319)	(6,411)	(5,546)
All other	11,183	2,554	3,782
Total consolidated interest income	$           6,020	$             1,728	$             2,868
Interest expense
Total interest expense for reportable segments	$        (12,573)	$            (8,176)	$       (7,635)
Elimination of intersegment balances	9,319	6,411	5,546
All other	(25,273)	(20,473)	(18,739)
Total consolidated interest expense	$        (28,527)	$          (22,238)	$   (20,828)
Net income
Total net income for reportable segments	$       203,365(1)	$         154,854	$         199,926
Elimination of intersegment balances	(7,295)	17,948	(10,227)(2)
All other	(15,960)	(23,542)	(17,618)
Total consolidated net income	$       180,110	$         149,260	$         172,081

⁽¹⁾     Includes $15.2 million effect of change in accounting principle, net of tax. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” for additional information.

⁽²⁾     Includes $(11.3) million effect of change in accounting principle, net of tax. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” for additional information.

	December 31,
	2003	2002
Total assets
Total assets for reportable segments	$  3,455,645	$ 3,440,568
Elimination of intersegment balances	(10,717)	6,545
All other	272,714	(10,898)
Total consolidated assets	$  3,717,642	$ 3,436,215

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EX-10

Exhibit 10(a)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY CORPORATION

By ___________________________
Donald C. Hintz
President

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10

Exhibit 10(a)25

[EXECUTION COPY]

THIRTY-FIFTH ASSIGNMENT OF AVAILABILITY AGREEMENT,
CONSENT AND AGREEMENT

This Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as this "Assignment"), dated as of December 22, 2003, is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc. ("EAI") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company ("Ark-Mo")), Entergy Louisiana, Inc. ("ELI"), Entergy Mississippi, Inc. ("EMI"), and Entergy New Orleans, Inc. ("ENOI") (hereinafter EAI, ELI, EMI and ENOI are called individually a "System Operating Company" and collectively, the "System Operating Companies"), and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank" ) under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "Participating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

WHEREAS:

A. Entergy Corporation (formerly Middle South Utilities, Inc.) ("Entergy") owns all of the outstanding common stock of the Company and each of the System Operating Companies, and the Company has a 90% undivided ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully described in the "Indenture" hereinafter referred to).

B. Prior hereto, (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981 as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983, as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Se cond Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of June 30, 1977, between the Company, the System Operating Companies, Ark-Mo and the Domestic Agent (the "First Assignment of Availability Agreement"), the Company assigned to the Domestic Agent (for the benefit of such banks), as collateral security for the above loans, certain of the Company's rights under an Availability Agreement dated as of June 21, 1974, as amended by the First Amendment thereto dated as of June 30, 1977 (the "Original Availability Agreement"), between the Company, the System Operating Companies and Ark-Mo; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $808,000,000 and pursuant to the Fourth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of March 20, 1980 (the "Fourth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement were further assigned as collateral security for the loans made under the Amended and Restated Agreement as amended by the First Bank Loan Agreement; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks in an aggregate amount not to exceed $1,311,000,000, and pursuant to the Fifth Assignment of Availability Agreement, Consent and Agreement (a lso substantially in the form of this Assignment), dated as of June 15, 1981 (the "Fifth Assignment of Availability Agreement"), the Company's same rights under the original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other things, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 30, 1983 (the "Eighth Assignment of Availability Agreement"), the Company's same rights under the Original Availability Agreement, as amended by the Second Amendment thereto dated June 15, 1981, were further assigned as collateral security for the loans made under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

C. Prior hereto (i) the Company, the System Operating Companies, Ark-Mo, and United States Trust Company of New York and Malcolm J. Hood (Gerard F. Ganey, successor), each as trustee (collectively, the "Trustees") for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 between the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture dated as of June 15, 1977 between the Company and the Trustees (the Mortgage as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Seventh Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, and an Eighteenth Supplemental Indenture dated as of April 1, 1993, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Seco nd Assignment of Availability Agreement, Consent and Agreement dated as of June 30, 1977 (the "Second Assignment of Availability Agreement") (substantially in the form of this Assignment) to secure the First Series Bonds; (ii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980, between the Company and the Trustees, entered into the Third Assignment of Availability Agreement, Consent and Agreement dated as of January 1, 1980 (the "Third Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Second Series Bonds; (iii) the Company, the System Operating Companies and the Trustee s, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds") issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture dated as of December 1, 1984 between the Company and the Trustees, entered into the Eleventh Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1984 (the "Eleventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Third Series Bonds; (iv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985, between the Compan y and the Trustees, entered into the Thirteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1985 (the "Thirteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fourth Series Bonds; (v) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986, between the Company and the Trustees, entered into the Sixteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Sixteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Seventh Series Bonds; (vi) the Compa ny, the System Operating Companies and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Seventeenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Seventeenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eighth Series Bonds; (vii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10-1/2 Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Eighteenth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 1986 (the "Eighteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Ninth Series Bonds; (viii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Nineteenth Assignment of Availability Agreement, Con sent and Agreement dated as of September 1, 1986 (the "Nineteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Tenth Series Bonds; (ix) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture, dated as of November 15, 1987, between the Company and the Trustees, entered into the Twentieth Assignment of Availability Agreement, Consent and Agreement dated as of November 15, 1987 (the "Twentieth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Eleventh Series Bonds; (x) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December 1, 1987, between the Company and the Trustees, entered into the Twenty-first Assignment of Availability Agreement, Consent and Agreement dated as of December 1, 1987 (the "Twenty-first Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Twelfth Series Bonds; (xi) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $45,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture, dated as of July 1, 1992, betwe en the Company and the Trustees, entered into the Twenty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of July 1, 1992 (the "Twenty-fourth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Thirteenth Series Bonds; (xii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-fifth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-fifth Assignment of Availability Agreement") (also substantially in the form of this Assignment) t o secure the Fourteenth Series Bonds; (xiii) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into a Twenty-sixth Assignment of Availability Agreement, Consent and Agreement dated as of October 1, 1992 (the "Twenty-sixth Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Fifteenth Series Bonds; (xiv) the Company, the System Operating Companies and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6% Series due 1998 (the "Sixteenth Series Bonds") < /B>issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture, dated as of April 1, 1993, between the Company and the Trustees, entered into a Twenty-seventh Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1993 (the "Twenty-seventh Assignment of Availability Agreement") (also substantially in the form of this Assignment) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.58% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture, dated as of April 1, 1994, between the Company and the Trustees, entered into the Twenty-ninth Assignment of Availability Agreement, Consent and Agreement dated as of April 1, 1994 (the "Twenty-ninth Assignment of Avai lability Agreement") (also substantially in the form of this Agreement), to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirtieth Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirtieth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.7% Series due 2000 (the " Nineteenth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirty-first Assignment of Availability Agreement, Consent and Agreement dated as of August 1, 1996 (the "Thirty-first Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; and (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture, dated as of September 1, 2002, between the Company and the Trustees, entered into the Thirty-fourth Assignment of Availability Agreement, Consent and Agreement dated as of September 1, 2002 (the "Thirty-fourth Assignment of Availability Agreement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

D. The Original Availability Agreement has been amended by the First Amendment thereto dated as of June 30, 1977, the Second Amendment thereto dated June 15, 1981, the Third Amendment thereto dated June 28, 1984 and the Fourth Amendment thereto dated as of June 1, 1989 (the Original Availability Agreement, as so amended and as it may be further amended and supplemented, is hereinafter referred to as the "Availability Agreement").

E. Unit 1 and Unit 2 of the Project have been designated by the Company and the System Operating Companies as being subject to the Availability Agreement and as being System Entergy Generating Units (as defined in the Availability Agreement) thereunder.

F. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement, the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and, pursuant to the Sixth Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment) dated as of February 5, 1982 between the Company, the System Operating Companies and the Eurodollar Agent (the "Sixth Assignment of Availability Agreement" ), the Company assigned to the Eurodollar Agent (for the benefit of said banks), as collateral security for the above loans, certain of the Company's rights under the Availability Agreement. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and, pursuant to the Seventh Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment) dated as of February 18, 1983 between the Company, the System Operating Companies and the Eurodollar Agent (the "Seventh Assignment of Availability Agreement"), the Company assigned to the Eurodollar Agent (for the benefit of the Eurodollar Banks), as collateral security for such loans, certain of the Company's rights under the Availability Agreement.

G. The Company and Citibank, N.A. (the "Series A Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement"), which provided, among other things, for the issuance by the Series A Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of December 1, 1983, between the Company, the System O perating Companies, the Series A Bank and Deposit Guaranty National Bank, as trustee (the "Ninth Assignment of Availability Agreement"), the Company assigned to the Series A Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series A Reimbursement Agreement and the Series A Bonds, certain of the Company's rights under the Availability Agreement.

H. The Company and Citibank, N.A. (the "Series B Bank") were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement"), which provided, among other things, for the issuance by the Series B Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Assignment of Availability Agreement, Consent and Agreement (also substantially in the form of this Assignment), dated as of June 1, 1984, between the Company, the System Operating Companies, the Series B Bank an d Deposit Guaranty National Bank, as trustee (the "Tenth Assignment of Availability Agreement"), the Company assigned to the Series B Bank and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series B Reimbursement Agreement and the Series B Bonds, certain of the Company's rights under the Availability Agreement.

I. The Company, Citibank, N.A., as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Series C Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Series C Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Assignment of Availability Agreement, Consent and Agreement (als o substantially in the form of this Assignment), dated as of December 1, 1984, between the Company, the System Operating Companies, the Series C Banks and Deposit Guaranty National Bank, as trustee (the "Twelfth Assignment of Availability Agreement"), the Company assigned to the Series C Banks and Deposit Guaranty National Bank, as trustee, as collateral security for the Company's obligations under the Series C Reimbursement Agreement and the Series C Bonds, certain of the Company's rights under the Availability Agreement.

J. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 between the Company and the Trustees, entered into the Fourteenth Assignment of Availability Agreement, Consent and Agreement dated as of June 15, 1985 (the "Fourteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture da ted as of June 15, 1985 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series D Bonds, certain of the Company's rights under the Availability Agreement.

K. The Company, the System Operating Companies, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May 1, 1986 between the Company and the Trustees, entered into the Fifteenth Assignment of Availability Agreement, Consent and Agreement dated as of May 1, 1986 (the "Fifteenth Assignment of Availability Agreement") (also substantially in the form of this Assignment). The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Guaranty National Bank as trustee. Pursuant to the Fifteenth Assignment of Availability Agreement, the Company assigned to the Trustees and Deposit Guaranty National Bank, as collateral security for the Company's obligations under the Series E Bonds, certain of the Company's rights under the Availability Agreement.

L. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December l, 1988, among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor) (collectively, the "Owner Trustee"), as Owner Trustee, and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December l, 1988, among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988, among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the accoun t of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000 and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Assignment of Availability Agreement, Consent and Agreement (substantially in the form of this Assignment), dated as of December 1, 1988 (the "Twenty-second Assignment of Availability Agreement&qu ot;), the Company assigned to the Administrating Bank referred to in the Original Reimbursement Agreement, as collateral security for the Company's obligations under the Original Reimbursement Agreement, certain of the Company's rights under the Availability Agreement.

M. The Company, the System Operating Companies and Chemical Bank entered into the Twenty-third Assignment of Availability Agreement, Consent and Agreement dated as of January 11, 1991 (the "Twenty-third Assignment of Availability Agreement") in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1 991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the 1991 Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

N. The Company, the System Operating Companies and Chemical Bank entered into the Twenty-eighth Assignment of Availability Agreement, Consent and Agreement dated as of December 17, 1993 (the "Twenty-eighth Assignment of Availability Agreement") in connection with the execution and delivery of the Second Amendment, dated as of December 17, 1993, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by the First Amendment to the Original Reimbursement Agreement and such Second Amendment, is herein called the "1993 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants , substantially in the form of Exhibit A to the 1993 Reimbursement Agreement, with maximum amounts of $132,131,960 and $33,032,990, respectively; (ii) for the reimbursement to the 1993 Funding Bank by the participating banks named therein (the "1993 Participating Banks") for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the 1993 Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

O. The Company, the System Operating Companies and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Assignment of Availability Agreement, Consent and Agreement dated as of December 27, 1996 (the "Thirty-second Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996, which amended and restated the 1993 Reimbursement Agreement (as so amended and restated, the "1996 Amended and Restated Reimbursement Agreement") and provided, among other things, (i) for the issuance by the funding bank named therein (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants , substantially in the form of Exhibit A to the 1996 Amended and Restated Reimbursement Agreement, with maximum amounts of $148,719,125.41 and $34,946,720.11, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the participating banks named therein (the "1996 Participating Banks") for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the 1996 Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

P. The Company, the System Operating Companies and The Chase Manhattan Bank entered into the Thirty-third Assignment of Availability Agreement, Consent and Agreement dated as of December 20, 1999 (the "Thirty-third Assignment of Availability Agreement") in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999, among the Company, The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch, as the funding bank (the "1999 Funding Bank"), The Chase Manhattan Bank, as administrating bank, Union Bank of California, N.A., as documentation agent, and the banks named therein (the "1999 Participating Banks"), which amended and restated the 1996 Amended and Restated Reimbursement Agreement (as so amended and restated, the "1999 Amended and Restated Reimbursement Agreement") and provided, among other things, (i ) for the issuance by the 1999 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1999 Amended and Restated Reimbursement Agreement, with maximum amounts of $156,885,463.65 and $36,061,469.99, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the 1999 Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the 1999 Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

Q. On March 3, 2003, the Company terminated and replaced the 1999 Amended and Restated Reimbursement Agreement with the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), which provided, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "2003 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 2003 Reimbursement Agreement, with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for th e reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any 2003 LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any 2003 LOC.

R. The Company now wishes to terminate and replace the 2003 Reimbursement Agreement with the Reimbursement Agreement and to provide for the cancellation of the 2003 LOCs and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the Funding Bank to further secure the Owner Participants. The Reimbursement Agreement provides, among other things, (i) for the issuance by the Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the Funding Bank by the Participating Banks for all drafts paid by the Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the Funding Bank for th e benefit of the Participating Banks of sums equal to all drafts paid by the Funding Bank under any New LOC (such amounts, together with all Advances made by the Participating Banks pursuant to the Reimbursement Agreement, shall hereinafter be called the "Reimbursement Obligations").

S. The Company, by this instrument, wishes to (i) provide for the assignment by the Company to the Administrating Bank for the benefit of the Funding Bank, the Administrating Bank and the Participating Banks (collectively, the "LOC Banks") of certain of the Company's rights under the Availability Agreement, and (ii) create enforceable rights hereunder in the Administrating Bank, all as hereunder set forth.

T. The System Operating Companies are willing to, and by this instrument do, supplement their undertakings under the Availability Agreement in the same manner as in the Assignments of Availability Agreement.

U. The Company, Entergy and the System Operating Companies have joined in an Application-Declaration on Form U-1, as amended and supplemented to date, in File No. 70-7561, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 with respect to this Assignment and certain other matters, the Securities and Exchange Commission has issued orders (the "SEC Orders") granting and permitting to become effective said Application-Declaration, as so amended and supplemented, and the SEC Orders are in full force and effect on the date of execution and delivery hereof.

V. All things necessary to make this Assignment the valid, legally binding and enforceable obligation of each of the parties hereto have been done and performed and the execution and performance hereof in all respects have been authorized and approved by all corporate and shareholder action necessary on the part of each thereof.

NOW, THEREFORE, in consideration of the terms and agreements hereinafter set forth, the parties agree with each other as follows:

ARTICLE I

SECURITY ASSIGNMENT AND AGREEMENT

1.1. Assignment and Creation of Security Interest. As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Reimbursement Agreement, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Administrating Bank, and creates a security interest in favor of the Administrating Bank for the benefit of the LOC Banks in, all of the Company's rights to receive all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement and all advances made or to be made to the Company pursuant to Section 2.2(b) hereof, but only to the extent that such payments or advances are attributable to payments or advances with respect to Unit 1 or Unit 2, and all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company, whether arising under the Availability Agreement or this Assignment or by statute or in law or in equity or otherwise, resulting from any failure by any System Operating Company to perform its obligations under the Availability Agreement or this Assignment, but only to the extent that such claims, rights, powers, privileges, interests and remedies relate to Unit 1 and Unit 2, all to the extent, but only to the extent, required for the payment when due and payable of Obligations Secured Hereby, together in each case with full power and authority, in the nam e of the Administrating Bank, or the Company as assignor, or otherwise, to demand payment of, enforce, collect, receive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to above being hereinafter sometimes called the "Collateral").

1.2. Other Agreements.

(a) The Company has not and will not assign the rights assigned in Section 1.1 as security for any indebtedness other than the Obligations Secured Hereby, except as recited and provided in paragraph (b) of this Section 1.2.

(b) The Company has secured its Indebtedness for Borrowed Money (as defined below) represented by (i) loans made by certain banks referred to in Whereas Clause B hereof by the First, Fourth, Fifth and Eighth Assignments of Availability Agreement, respectively, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds and the Twentieth Series Bonds, as referred to in Whereas Clause C hereof, by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-f irst and Thirty-fourth Assignments of Availability Agreement, respectively, (iii) loans made by certain banks as referred to in Whereas Clause F hereof by the Sixth and Seventh Assignments of Availability Agreement, respectively, (iv) the obligations under the Series A Reimbursement Agreement referred to in Whereas Clause G hereof by the Ninth Assignment of Availability Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause H hereof by the Tenth Assignment of Availability Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause I hereof by the Twelfth Assignment of Availability Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause J hereof by the Fourteenth Assignment of Availability Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause K hereof by the Fifteenth Assignment of Availability Agreement, (ix) the obligations under the Original Reimbursement Agreement as ref erred to in Whereas Clause L hereof by the Twenty-second Assignment of Availability Agreement, (x) the obligations under the 1991 Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-third Assignment of Availability Agreement, (xi) the obligations under the 1993 Reimbursement Agreement as referred to in Whereas Clause N hereof by the Twenty-eighth Assignment of Availability Agreement, (xii) the obligations under the 1996 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-second Assignment of Availability Agreement, and (xiii) the obligations under the 1999 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause P hereof by the Thirty-third Assignment of Availability Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance t he cost of the Project (including, without limitation, Indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness (including such Indebtedness now outstanding) issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein, together with such Indebtedness now outstanding, called "Additional Indebtedness"), by entering into an assignment of availability agreement, consent and agreement including, without limitation, the First through Twenty-seventh Assignments of Availability Agreement (each being hereinafter called an "Additional Assignment") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (herein called an "Additional Assignee"). Each Additional Assignment hereafter entered into shall be substantially in the form of this Assignment, except that there shall be substituted in such Additional Assignment appropriate references to the Additional Indebtedness secured thereby, the applicable Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the Reimbursement Obligations, the LOC Banks, the Reimbursement Agreement and the New LOCs, respectively, and such Additional Assignment may contain such other provisions as are not inconsistent with this Assignment and do not adversely affect the rights hereunder of the LOC Banks.

(c) Notwithstanding any provision of this Assignment to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Administrating Bank, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Administrating Bank agrees that the claims of the Administrating Bank hereunder with respect to the Availability Agreement and any security interest, pledge or lien in favor of the Administrating Bank now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding provisions of the Additional Assignment to which it is a party with respect to the Availability Agreement and any security interest, pledge or lien in favor of such Additional Assignee under such Additional Assignment now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, con current or subsequent Additional Assignments are entered into in accordance with Section 1.2(b) hereof.

1.3. Payments to the Administrating Bank. The Company agrees that, if and whenever it shall make a demand to a System Operating Company for any payment pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit 1 or Unit 2, it will separately identify the respective portions of such payment or advance, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct such System Operating Company (subject to the provisions of Section 1.4 hereof) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Administrating Bank. Any payments made by any System Operating Company pursuant to Section 4 of the Availability Agreement or advances pursuant to Section 2.2(b) hereof with respect to Unit 1 or Unit 2 shall, to the exte nt necessary to satisfy in full the assignment set forth in Section 1.1 of this Assignment and the corresponding assignments set forth in the Additional Assignments, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

1.4. Payments to the Company. Notwithstanding the provisions of Sections 1.1 and 1.3, unless and until the Administrating Bank shall have given written notice to the System Operating Companies of the occurrence and continuance of any Reimbursement Event of Default or Prepayment Event, all moneys paid or to be paid to the Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 shall be paid or advanced directly to the Company and the Company need not separately identify the respective portions of payments or advances as provided in Section 1.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Administrating Bank simultaneously with the demand by the Company for any such payments or advances. If the Administrating Bank shall have duly notified the System Operating Companies of the occurrence of any such Reimbursement E vent of Default or Prepayment Event, such payments or advances shall be made in the manner and in the amounts specified in Section 1.3 hereof until the Administrating Bank shall by further notice to the System Operating Companies give permission that all such payments or advances may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 1.4. The Administrating Bank shall give such permission if no such Reimbursement Event of Default or Prepayment Event continues to exist.

1.5. Definitions. For the purposes of this Assignment, the following terms shall have the following meanings:

(a) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project; and

(b) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 1.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Reimbursement Event of Default or Prepayment Event, then so long as such Reimbursement Event of Default or Prepayment Event shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in cash, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in cash, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II

CONSENT TO ASSIGNMENT BY THE SYSTEM OPERATING
COMPANIES AND OTHER AGREEMENTS

2.1. Consent to Assignment by the System Operating Companies.

(a) Each System Operating Company hereby consents to the assignment under Article I and agrees with the Administrating Bank to make payments or advances to the Administrating Bank in the amounts and in the manner specified in Section 1.3 at the Administrating Bank's address as set forth in Section 6.1 hereof.

(b) Subject to the provisions of Section 4 of the Availability Agreement and Section 2.2(g) hereof, each System Operating Company agrees that all payments or advances made to the Administrating Bank or to the Company as contemplated by Sections 1.3 and 1.4 hereof shall be final as between such System Operating Company and the LOC Banks or the Company, as the case may be, and that it will not seek to recover from any LOC Bank for any reason whatsoever any moneys paid or advanced to the Administrating Bank by virtue of this Assignment, but the finality of any such payment or advance shall not prevent the recovery of any overpayments or mistaken payments or excess advances or mistaken advances which may be made by such System Operating Company unless a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, in which case any such overpayment or mistaken payment or excess advances or mistaken advances shall not be recoverable but shall constitute Subordinated Inde btedness of the Company to such System Operating Company.

2.2. Other Agreements. Anything in the Availability Agreement to the contrary notwithstanding, it is hereby agreed as follows:

(a) Regardless of whether any person or persons (other than the System Operating Companies) shall become a Party or Parties (as such terms are defined in the Availability Agreement) to the Availability Agreement, the System Operating Companies shall at all times be obligated to make the payments required pursuant to Section 4 of the Availability Agreement and to make advances pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 to the same extent as if the System Operating Companies were the only Parties to the Availability Agreement, except to the extent and only to the extent that such payments or advances are actually made by such person or persons. In the event that any such person shall become a Party to the Availability Agreement, the Company and the System Operating Companies shall cause such person, at the time when such person becomes a Party to the Availability Agreement, to consent by written instrument to the terms and provisions of this Assignment, and there upon such person shall be bound by all of the terms and provisions of this Assignment (other than the provisions of the preceding sentence) to the same extent as if named a System Operating Company herein. A copy of such written instrument, in form and substance satisfactory to the Administrating Bank, shall promptly be delivered to the Administrating Bank together with an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding obligation of such person.

(b) In the event and to the extent that any action by any governmental regulatory authority, including, without limitation, the Federal Energy Regulatory Commission or any successor thereto, shall have the effect of prohibiting the System Operating Companies from making any payments which would otherwise be required pursuant to Section 4 of the Availability Agreement (as supplemented hereby) with respect to Unit 1 and Unit 2, the System Operating Companies shall make advances to the Company at the same time, and in the same amounts, as such prohibited payments and all such advances shall constitute Subordinated Indebtedness of the Company.

(c) Each System Operating Company agrees that (i) all Indebtedness for Borrowed Money of the Company to such System Operating Company and all amounts paid by such System Operating Company pursuant to Section 4 of the Availability Agreement or advanced pursuant to Section 2.2(b) hereof shall constitute Subordinated Indebtedness of the Company and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of such System Operating Company by way of merger, consolidation or the acquisition by such person of all or substantially all of such System Operating Company's assets). The Company agrees that it shall duly record all Subordinated Indebtedness of the Company as such on its books.

(d) The obligations of each System Operating Company to make the payments to the Company pursuant to the provisions of Section 4 of the Availability Agreement and the advances pursuant to Section 2.2(b) hereof with respect to Unit 1 and Unit 2 having heretofore been authorized by the SEC Orders (and no other authorization by any governmental regulatory authority being required other than, with respect to the payments pursuant to the provisions of Section 4 of the Availability Agreement, appropriate orders, or the taking of other action, by the Federal Energy Regulatory Commission or any successor thereto as to specific terms and provisions under which power and energy associated therewith available at the Project shall be made available by the Company to the System Operating Companies and pursuant to which the System Operating Companies shall agree to pay the Company for the right to receive such power and the energy associated therewith), each System Operating Company agrees that its d uty to perform such obligations shall be absolute and unconditional, (a) whether or not such System Operating Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit such System Operating Company to perform its other duties and obligations hereunder, under the Availability Agreement or under the System Agreement (as defined in the Availability Agreement), (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) whether or not, at any time in question, the Company shall have performed its duties and obligations hereunder, under the Availability Agreement or under the System Agreement, (e) whether or not the System Agreem ent shall, from time to time, be amended, modified or supplemented or shall be canceled or terminated or such System Operating Company shall have withdrawn therefrom, (f) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to such System Operating Company), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (g) whether or not the Company shall be solvent, (h) whether or not the Company or such System Operating Company shall continue to be subsidiary companies of Entergy (as said term is defined in Section 2(a)(8) of the Public Utility Holding Company Act of 1935), (i) regardless of any event of force majeure, and (j) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing.

(e) In the event that Entergy shall cease to own a majority of the common stock of any System Operating Company and such lower ownership percentage has been permitted pursuant to the consent of the LOC Banks, the obligations of such System Operating Company hereunder and under the Availability Agreement shall not be increased by an amendment to or modification of the terms and provisions of the Reimbursement Agreement unless such System Operating Company shall have consented in writing to such amendment or modification.

(f) The obligations of each System Operating Company under Section 4 of the Availability Agreement and Section 2.2(b) hereof to make the payments or advances specified therein or herein with respect to Unit 1 and Unit 2 to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to such System Operating Company or any claim by such System Operating Company against the Company, whether or not arising hereunder, under the Availability Agreement or under the System Agreement and whether or not arising out of any action or nonaction on the part of the Company or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from willful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of paragraph (c) of this Section 2.2, affect in any other way any rights and remedies of such System Operating Company with respect to any amounts owed to such System Operating Company by the Company or any such claim by such System Operating Company against the Company. The obligations and liabilities of each System Operating Company hereunder and under the Availability Agreement shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or such System Operating Company, whether or not the Company or such System Operating Company shall have had any n otice or knowledge of any of the foregoing. Neither failure nor delay by the Company or any LOC Bank to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Each System Operating Company also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against such System Operating Company for specific performance of this Assignment or the Availability Agreement by the Company or the Administrating Bank or for its benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.2(f) to the contrary notwithstanding, no System Operating Company shall be precluded from asserting as a defense against any claim made against such System Operating Company upon any of its obligations hereunder and under the Availability Agreement that it has fully performed such obligations in accordance with the terms of this Assignment and the Availability Agreement.

(g) Each System Operating Company shall, subject to the provisions of Section 2.2(c) hereof, be proportionately subrogated to all rights of the Administrating Bank against the Company in respect of any amounts paid or advanced by such System Operating Company pursuant to the provisions of this Assignment and the Availability Agreement and applied to the payment of the Obligations Secured Hereby. The Administrating Bank agrees that it will not deal with the Company in such a manner as to prejudice such rights of any System Operating Company.

ARTICLE III

TERM

Except as otherwise provided in Section 26 of the Reimbursement Agreement, this Assignment shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in cash, provided that this Assignment shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Administrating Bank or any other LOC Bank upon the insolvency, bankruptcy or reorganization of the Company, any System Operating Company or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of the System Operating Companies and the Company set forth in this Assignment are exclusively for the benefit of, and may be enforced only by, the LOC Banks or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject.

ARTICLE IV

ASSIGNMENT

Neither this Assignment nor the Availability Agreement nor any interest herein or therein may be assigned, transferred or encumbered by any of the parties hereto or thereto, except transfer or assignment by any LOC Bank to its successor or assignee in accordance with the Reimbursement Agreement, except as otherwise provided in Article I hereof and except that

(i) in the event that any System Operating Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by such System Operating Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of such System Operating Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligat ion of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Assignment and the Availability Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of the Company's obligations and liabilities under this Assignment and the Availability Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and thereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V

AMENDMENTS

5.1. Restrictions on Amendments. Neither this Assignment nor the Availability Agreement may be amended, waived, modified, discharged or otherwise changed orally. This Assignment and the Availability Agreement may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto, in the case of this Assignment, or by the persons specified in Section 11 of the Availability Agreement, in the case of the Availability Agreement, and which has been approved in writing by the LOC Banks or which does not materially adversely affect the rights of the LOC Banks.

5.2. The Administrating Bank's Execution. The Administrating Bank shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Assignment, or any consent to the execution of any instrument amending, waiving, modifying, discharging or otherwise changing the Availability Agreement (a) as to which the Administrating Bank shall have received an opinion of counsel to the effect that such instrument has been duly authorized by each person executing the same and is permitted by the provisions of Section 5.1 hereof and that this Assignment, or the Availability Agreement, as the case may be, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and each of the System Operating Companies, and (b) which shall have been executed by the Company and each of the System Operating Companies. The Administrating Bank sha ll be fully protected in relying upon the aforesaid opinion.

ARTICLE VI

NOTICES

6.1. Notices, etc., in Writing. All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Assignment shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Box 61000
New Orleans, LA 70113
Attention: Treasurer

If to Entergy Arkansas, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Louisiana, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy Mississippi, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to Entergy New Orleans, Inc., to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Administrating Bank, to:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Attention.: David Musicant

with copies to each other party.

6.2. Delivery, etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 6.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VII

ENFORCEMENT

7.1. Enforcement Action. At any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, the Administrating Bank may proceed, either in its own name or as agent or otherwise, to protect and enforce its rights, those of the other LOC Banks and those of the Company under this Assignment and the Availability Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained herein or in the Availability Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or thereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the LOC Banks shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Reimbursement Agreement or now or hereafter existing at law or in equity or by statute.

7.2. Attorney-in-Fact. The Company hereby constitutes the Administrating Bank its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, to enforce any of the obligations contained herein or in the Availability Agreement or to take any action or institute any proceedings which to the Administrating Bank may seem necessary or advisable in the premises.

ARTICLE VIII

SEVERABILITY; COUNTERPARTS

If any provision or provisions of this Assignment shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

This Assignment may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Assignment by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Assignment.

ARTICLE IX

GOVERNING LAW

This Assignment and, so long as this Assignment shall be in effect, the Availability Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE X

SUCCESSION

Subject to Article IV hereof, this Assignment and the Availability Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of the Availability Agreement, or of any right to any funds due or to become due under this Assignment or the Availability Agreement shall in any event relieve the Company or any System Operating Company of their respective obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
SYSTEM ENTERGY RESOURCES, INC.,

By

Name: Steven C. McNeal
Title: Vice President and Treasurer

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By

Name:
Title:

EX-10

Exhibit 10(a)38

[EXECUTION COPY]

THIRTY-FIFTH SUPPLEMENTARY CAPITAL FUNDS
AGREEMENT AND ASSIGNMENT

This Thirty-fifth Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as this "Agreement"), dated as of December 22, 2003, is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company") and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank") under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "P articipating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

WHEREAS:

A. Entergy and the Company are parties to a Capital Funds Agreement dated as of June 21, 1974, as amended by a First Amendment thereto dated June 1, 1989 (the "Capital Funds Agreement").

B. Entergy owns all of the outstanding common stock of the Company, and the Company has a 90% undivided ownership and leasehold interest in Unit 1 of the Grand Gulf Nuclear Electric Station project (more fully described in the "Indenture" hereinafter referred to).

C. Prior hereto (i) the Company, Manufacturers Hanover Trust Company, as agent for certain banks (the "Domestic Agent"), and said banks entered into an Amended and Restated Bank Loan Agreement dated as of June 30, 1977 (the "Amended and Restated Agreement"), the First Amendment thereto, dated as of March 20, 1980 (the "First Bank Loan Amendment"), the Second Amended and Restated Bank Loan Agreement dated as of June 15, 1981, as amended by the First Amendment dated as of February 5, 1982 (as so amended, the "Second Amended and Restated Bank Loan Agreement"), and the Second Amendment of the Second Amended and Restated Bank Loan Agreement, dated as of June 30, 1983, as further amended by the Third Amendment thereto dated as of December 30, 1983 and the Fourth Amendment thereto dated as of June 28, 1984 (as so further amended, the "Second Bank Loan Second Amendment"); (ii) the banks party to the Amended and Restated Agreement made loans to the Company in the aggregate principal amount of $565,000,000 and pursuant to the First Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of June 30, 1977, between Entergy, the Company and the Domestic Agent (the "First Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Domestic Agent and such banks; (iii) the First Bank Loan Amendment, among other things, increased the amount of the loans made by the banks party thereto to $808,000,000 and pursuant to the Fourth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of March 20, 1980 (the "Fourth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Ag reement for the Domestic Agent and the banks under the Amended and Restated Agreement as amended by the First Bank Loan Agreement; (iv) the Second Amended and Restated Bank Loan Agreement provided, among other things, for (a) the making of revolving credit loans by the banks named therein to the Company from time to time in an aggregate amount not in excess of $1,311,000,000 at any one time outstanding, and (b) the making of a term loan by said banks to the Company in an aggregate amount not to exceed $1,311,000,000, and, pursuant to the Fifth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 15, 1981 (the "Fifth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement; and (v) the Second Bank Loan Second Amendment, among other thing s, increased the amount of the loans to be made by the banks party thereto to $1,711,000,000 and pursuant to the Eighth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement), dated as of June 30, 1983 (the "Eighth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Domestic Agent and the banks under the Second Amended and Restated Bank Loan Agreement, as amended by the Second Bank Loan Second Amendment.

D. Prior hereto (i) Entergy, the Company, and United States Trust Company of New York and Malcolm J. Hood (Gerard F. Ganey, successor), each as trustee (collectively, the "Trustees") for the holders of $400,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9.25% Series due 1989 (the "First Series Bonds") issued under a Mortgage and Deed of Trust dated as of June 15, 1977 between the Company and the Trustees (the "Mortgage"), as supplemented by a First Supplemental Indenture, dated as of June 15, 1977, between the Company and the Trustees (the Mortgage, as so supplemented and as supplemented by a Second Supplemental Indenture dated as of January 1, 1980, a Third Supplemental Indenture dated as of June 15, 1981, a Fourth Supplemental Indenture dated as of June 1, 1984, a Fifth Supplemental Indenture dated as of December 1, 1984, a Sixth Supplemental Indenture dated as of May 1, 1985, a Sevent h Supplemental Indenture dated as of June 15, 1985, an Eighth Supplemental Indenture dated as of May 1, 1986, a Ninth Supplemental Indenture dated as of May 1, 1986, a Tenth Supplemental Indenture dated as of September 1, 1986, an Eleventh Supplemental Indenture dated as of September 1, 1986, a Twelfth Supplemental Indenture dated as of September 1, 1986, a Thirteenth Supplemental Indenture dated as of November 15, 1987, a Fourteenth Supplemental Indenture dated as of December 1, 1987, a Fifteenth Supplemental Indenture dated as of July 1, 1992, a Sixteenth Supplemental Indenture dated as of October 1, 1992, a Seventeenth Supplemental Indenture dated as of October 1, 1992, and an Eighteenth Supplemental Indenture dated as of April 1, 1993, and as the same may from time to time hereafter be amended and supplemented in accordance with its terms, being hereinafter called the "Indenture"), entered into the Second Supplementary Capital Funds Agreement and Assignment dated as of June 30, 19 77 (the "Second Supplementary Capital Funds Agreement") (substantially in the form of this Agreement) to secure the First Series Bonds; (ii) Entergy, the Company and the Trustees, as trustees for the holders of $98,500,000 aggregate principal amount of the Company's First Mortgage Bonds, 12.50% Series due 2000 (the "Second Series Bonds") issued under the Mortgage, as supplemented by a Second Supplemental Indenture, dated as of January 1, 1980, between the Company and the Trustees, entered into the Third Supplementary Capital Funds Agreement and Assignment dated as of January 1, 1980 (the "Third Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Second Series Bonds; (iii) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 16% Series due 2000 (the "Third Series Bonds" ;) issued under the Mortgage, as supplemented by a Fifth Supplemental Indenture, dated as of December 1, 1984, between the Company and the Trustees, entered into the Eleventh Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1984 (the "Eleventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Third Series Bonds; (iv) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 15.375% Series due 2000 (the "Fourth Series Bonds") issued under the Mortgage, as supplemented by a Sixth Supplemental Indenture, dated as of May 1, 1985, between the Company and the Trustees, entered into the Thirteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1985 (the "Thirteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agree ment) to secure the Fourth Series Bonds; (v) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11% Series due 2000 (the "Seventh Series Bonds") issued under the Mortgage, as supplemented by a Ninth Supplemental Indenture, dated as of May 1, 1986, between the Company and the Trustees, entered into the Sixteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Sixteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventh Series Bonds; (vi) Entergy, the Company and the Trustees, as trustees for the holders of $300,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 9 7/8% Series due 1991 (the "Eighth Series Bonds") issued under the Mortgage, as supplemented by a Tenth Supplemental Indenture, dated as of September 1, 1986, betwee n the Company and the Trustees, entered into the Seventeenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Seventeenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighth Series Bonds; (vii) Entergy, the Company and the Trustees, as trustees for the holders of $250,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 10 1/2% Series due 1996 (the "Ninth Series Bonds") issued under the Mortgage, as supplemented by an Eleventh Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Eighteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Eighteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Ninth Series Bonds; (viii) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 11 3/8% Series due 2016 (the "Tenth Series Bonds") issued under the Mortgage, as supplemented by a Twelfth Supplemental Indenture, dated as of September 1, 1986, between the Company and the Trustees, entered into the Nineteenth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 1986 (the "Nineteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Tenth Series Bonds; (ix) Entergy, the Company and the Trustees, as trustees for the holders of $200,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14% Series due 1994 (the "Eleventh Series Bonds") issued under the Mortgage, as supplemented by a Thirteenth Supplemental Indenture, dated as of November 15, 1987, between the Company and the Trustees, entered into the Twe ntieth Supplementary Capital Funds Agreement and Assignment dated as of November 15, 1987 (the "Twentieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eleventh Series Bonds; (x) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 14.34% Series due 1992 (the "Twelfth Series Bonds") issued under the Mortgage, as supplemented by a Fourteenth Supplemental Indenture, dated as of December l, 1987, between the Company and the Trustees, entered into the Twenty-first Supplementary Capital Funds Agreement and Assignment dated as of December 1, 1987 (the "Twenty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Twelfth Series Bonds; (xi) Entergy, the Company and the Trustees, as trustees for the holders of $45,000,000 aggregate princi pal amount of the Company's First Mortgage Bonds, 8.40% Series due 2002 (the "Thirteenth Series Bonds") issued under the Mortgage, as supplemented by a Fifteenth Supplemental Indenture, dated as of July 1, 1992, between the Company and the Trustees, entered into the Twenty-fourth Supplementary Capital Funds Agreement and Assignment dated as of July 1, 1992 (the "Twenty-fourth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Thirteenth Series Bonds; (xii) Entergy, the Company and the Trustees, as trustees for the holders of $105,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 6.12% Series due 1995 (the "Fourteenth Series Bonds") issued under the Mortgage, as supplemented by a Sixteenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-fifth Supplementary Capital Funds Agreement and Assignment d ated as of October 1, 1992 (the "Twenty-fifth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fourteenth Series Bonds; (xiii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 8.25% Series due 2002 (the "Fifteenth Series Bonds") issued under the Mortgage, as supplemented by a Seventeenth Supplemental Indenture, dated as of October 1, 1992, between the Company and the Trustees, entered into the Twenty-sixth Supplementary Capital Funds Agreement and Assignment dated as of October 1, 1992 (the "Twenty-sixth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifteenth Series Bonds; (xiv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bon ds, 6% Series due 1998 (the "Sixteenth Series Bonds") issued under the Mortgage, as supplemented by an Eighteenth Supplemental Indenture, dated as of April 1, 1993, between the Company and the Trustees, entered into the Twenty-seventh Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1993 (the "Twenty-seventh Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixteenth Series Bonds; (xv) Entergy, the Company and the Trustees, as trustees for the holders of $60,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.58% Series due 1999 (the "Seventeenth Series Bonds") issued under the Mortgage, as supplemented by a Nineteenth Supplemental Indenture, dated as of April 1, 1994, between the Company and the Trustees, entered into the Twenty-ninth Supplementary Capital Funds Agreement and Assignment dated as of April 1, 1994 (the "Twent y-ninth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Seventeenth Series Bonds; (xvi) Entergy, the Company and the Trustees, as trustees for the holders of $100,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.28% Series due 1999 (the "Eighteenth Series Bonds") issued under the Mortgage, as supplemented by a Twentieth Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirtieth Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirtieth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Eighteenth Series Bonds; (xvii) Entergy, the Company and the Trustees, as trustees for the holders of $135,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 7.7% Series due 2000 (the "Nineteenth Series B onds") issued under the Mortgage, as supplemented by a Twenty-first Supplemental Indenture, dated as of August 1, 1996, between the Company and the Trustees, entered into the Thirty-first Supplementary Capital Funds Agreement and Assignment dated as of August 1, 1996 (the "Thirty-first Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Nineteenth Series Bonds; and (xviii) Entergy, the Company and the Trustees, as trustees for the holders of $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, 4 7/8% Series due 2007 (the "Twentieth Series Bonds") issued under the Mortgage, as supplemented by a Twenty-second Supplemental Indenture, dated as of September 1, 2002, between the Company and the Trustees, entered into the Thirty-fourth Supplementary Capital Funds Agreement and Assignment dated as of September 1, 2002 (the "Thirty-fourth Supplementary Capital Funds Agr eement") (also substantially in the form of this Agreement) to secure the Twentieth Series Bonds.

E. The Company, Credit Suisse First Boston Limited, as agent for certain banks (the "Eurodollar Agent"), and said banks (including successors and assignees and such other banks as became party to the Loan Facility as defined below, the "Eurodollar Banks") were parties to the Loan Agreement (the "Original Eurodollar Loan Agreement") dated February 5, 1982 (as amended, the "Loan Facility"). Under the Original Eurodollar Loan Agreement, the banks party thereto made loans to the Company in the aggregate principal amount of $315,000,000 and, pursuant to the Sixth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement) dated as of February 5, 1982 between Entergy, the Company and the Eurodollar Agent (the "Sixth Supplementary Capital Funds Agreement"), the Company and Entergy supplemented their undertakings under the Capital Funds Agreement for the benefit of the Eurodollar Agent and said banks. The Company, the Eurodollar Agent and the Eurodollar Banks were parties to the First Amendment dated as of February 18, 1983 to the Loan Facility which, among other things, increased the amount of the loans to be made by the Eurodollar Banks to $378,000,000 and, pursuant to the Seventh Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of February 18, 1983 (the "Seventh Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Eurodollar Agent and the Eurodollar Banks.

F. The Company and Citibank, N.A. (the "Series A Bank") were parties to a letter of credit and reimbursement agreement dated as of December 1, 1983 (the "Series A Reimbursement Agreement") which provided, among other things, for the issuance by the Series A Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series A (the "Series A Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1983 naming Deposit Guaranty National Bank as trustee. Pursuant to the Ninth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of December 1, 1983 (the "Ninth Supplementary Capital Funds Agreement"), Entergy and the Comp any further supplemented their undertakings under the Capital Funds Agreement for the Series A Bank and the trustee under the indenture relating to the Series A Bonds.

G. The Company and Citibank, N.A. (the "Series B Bank") were parties to a letter of credit and reimbursement agreement dated as of June 1, 1984 (the "Series B Reimbursement Agreement") which provided, among other things, for the issuance by the Series B Bank for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series B (the "Series B Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Tenth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agreement) dated as of June 1, 1984 (the "Tenth Supplementary Capital Funds Agreement"), Entergy and the Company further supplem ented their undertakings under the Capital Funds Agreement for the Series B Bank and Deposit Guaranty National Bank as trustee under the indenture relating to the Series B Bonds.

H. The Company, Citibank, N.A., as a Co-Agent and as Coordinating Agent, and Manufacturers Hanover Trust Company, as a Co-Agent for a group of banks (the "Series C Banks"), were parties to a letter of credit and reimbursement agreement dated as of December 1, 1984 (the "Series C Reimbursement Agreement") which provided, among other things, for the issuance by the Series C Banks for the account of the Company of an irrevocable transferable letter of credit in support of the Claiborne County, Mississippi Adjustable/Fixed Rate Pollution Control Revenue Bonds (Middle South Energy, Inc. Project) Series C (the "Series C Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of December 1, 1984 naming Deposit Guaranty National Bank as trustee. Pursuant to the Twelfth Supplementary Capital Funds Agreement and Assignment (also substantially in the form of this Agr eement) dated as of December 1, 1984 (the "Twelfth Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Series C Banks and Deposit Guaranty National Bank as trustee under the indenture relating to the Series C Bonds.

I. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $47,208,334 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series A (the "Fifth Series Bonds") issued under the Mortgage, as supplemented by a Seventh Supplemental Indenture dated as of June 15, 1985 between the Company and the Trustees, entered into the Fourteenth Supplementary Capital Funds Agreement and Assignment dated as of June 15, 1985 (the "Fourteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Fifth Series Bonds. The Fifth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 12 1/2% Pollution Control Revenue Bonds due 2015 (Middle South Energy, Inc. Project) (the "Series D Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of June 15, 1985 naming D eposit Guaranty National Bank as trustee. Pursuant to the Fourteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series D Bonds.

J. Entergy, the Company, the Trustees and Deposit Guaranty National Bank, as holder of $95,643,750 aggregate principal amount of the Company's First Mortgage Bonds, Pollution Control Series B (the "Sixth Series Bonds") issued under the Mortgage, as supplemented by an Eighth Supplemental Indenture dated as of May l, 1986 between the Company and the Trustees, entered into the Fifteenth Supplementary Capital Funds Agreement and Assignment dated as of May 1, 1986 (the "Fifteenth Supplementary Capital Funds Agreement") (also substantially in the form of this Agreement) to secure the Sixth Series Bonds. The Sixth Series Bonds were issued as security, in part, for the Claiborne County, Mississippi 9 1/2% Pollution Control Revenue Bonds due 2016 (Middle South Energy, Inc. Project) (the "Series E Bonds"), issued by Claiborne County, Mississippi pursuant to a trust indenture dated as of May 1, 1986 naming Deposit Gu aranty National Bank as trustee. Pursuant to the Fifteenth Supplementary Capital Funds Agreement, Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the Trustees and Deposit Guaranty National Bank as trustee under the indenture relating to the Series E Bonds.

K. The Company has entered into a sale and leaseback transaction with respect to a portion of its undivided interest in Unit 1 and to that end the Company has entered into, among other agreements, (i) Facility Leases Nos. 1 and 2, dated as of December 1, 1988, among Meridian Trust Company and Stephen M. Carta (Stephen J. Kaba, successor) (collectively, the "Owner Trustee"), as Owner Trustee, and the Company, each as supplemented by a separate Lease Supplement No. 1 thereto, each dated as of April 1, 1989, and a separate Lease Supplement No. 2 thereto, each dated as of January 1, 1994, (ii) a Participation Agreement No. 1, dated as of December 1, 1988, among Public Service Resources Corporation ("PSRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which PSRC invested $400,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Resources Capital Management Corporation from PSRC and subsequently acquired by RCMC I, Inc. (formerly known as RCMC Del., Inc.) from Resources Capital Management Corporation), and a Participation Agreement No. 2, dated as of December 1, 1988, among Lease Management Realty Corporation IV ("LMRC") as Owner Participant, the Loan Participants listed therein, GGIA Funding Corporation, as Funding Corporation, the Owner Trustee and the Company pursuant to which LMRC invested $100,000,000 in an undivided interest in Unit 1 (which interest was subsequently acquired by Textron Financial Corporation from LMRC) (the owner participants under all such participation agreements being referred to as the "Owner Participants") and (iii) the Original Reimbursement Agreement which provided, among other things, (x) for the issuance by the funding bank named therein (the "1988 Funding Bank"), for the ac count of the Company, of irrevocable transferable letters of credit (the "1988 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants substantially in the form of Exhibit A to the Original Reimbursement Agreement with maximum amounts of $104,000,000 and $26,000,000, respectively, (y) for the reimbursement to such 1988 Funding Bank by the participating banks named therein (the "1988 Participating Banks") for all drafts paid by such 1988 Funding Bank under any 1988 LOC and (z) for the reimbursement by the Company to such 1988 Funding Bank for the benefit of the 1988 Participating Banks of sums equal to all drafts paid by such 1988 Funding Bank under any 1988 LOC. Pursuant to the Twenty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 1, 1988 (the "Twenty-second Supplementary Capital Funds Agreement"), Entergy and the Company further supplemented their undertakings under the Capital Funds Agreement for the benefit of the Administrating Bank named in the Original Reimbursement Agreement, the 1988 Funding Bank and the 1988 Participating Banks.

L. Entergy, the Company and Chemical Bank entered into the Twenty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of January 11, 1991 (the "Twenty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the First Amendment, dated as of January 11, 1991, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by such First Amendment, is herein called the "1991 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1991 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1991 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1991 Reimbursement Agreement, with maximum amounts of $116,601,440 and $29,150,360, respectively; (ii) for the reimbursement to the 1991 Funding Bank by the participating banks named therein (the "1991 Participating Banks") for all drafts paid by the 1991 Funding Bank under any 1991 LOC; and (iii) for the reimbursement by the Company to the 1991 Funding Bank for the benefit of the 1991 Participating Banks of sums equal to all drafts paid by the 1991 Funding Bank under any 1991 LOC.

M. Entergy, the Company and Chemical Bank entered into the Twenty-eighth Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 17, 1993 (the "Twenty-eighth Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Second Amendment, dated as of December 17, 1993, to the Original Reimbursement Agreement (the Original Reimbursement Agreement, as amended by the First Amendment to the Original Reimbursement Agreement and such Second Amendment, is herein called the "1993 Reimbursement Agreement"), which provided, among other things, (i) for the issuance by the funding bank named therein (the "1993 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1993 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1993 Reimbursement Agreement, with maximum amounts of $132,131,960 and $33,032,990, respectively; (ii) for the reimbursement to the 1993 Funding Bank by the participating banks named therein (the "1993 Participating Banks") for all drafts paid by the 1993 Funding Bank under any 1993 LOC; and (iii) for the reimbursement by the Company to the 1993 Funding Bank for the benefit of the 1993 Participating Banks of sums equal to all drafts paid by the 1993 Funding Bank under any 1993 LOC.

N. Entergy, the Company and The Chase Manhattan Bank (as successor by merger with Chemical Bank) entered into the Thirty-second Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 27, 1996 (the "Thirty-second Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 27, 1996, which amended and restated the 1993 Reimbursement Agreement (as so amended and restated, the "1996 Amended and Restated Reimbursement Agreement") and provided, among other things, (i) for the issuance by the funding bank named therein (the "1996 Funding Bank"), for the account of the Company, of irrevocable transferable letters of credit (the "1996 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1996 Amended and Restated Reimbursement Agreement, with maximum amounts of $148,719,125.41 and $34,946,720.11, respectively; (ii) for the reimbursement to the 1996 Funding Bank by the participating banks named therein (the "1996 Participating Banks") for all drafts paid by the 1996 Funding Bank under any 1996 LOC; and (iii) for the reimbursement by the Company to the 1996 Funding Bank for the benefit of the 1996 Participating Banks of sums equal to all drafts paid by the 1996 Funding Bank under any 1996 LOC.

O. Entergy, the Company and The Chase Manhattan Bank entered into the Thirty-third Supplementary Capital Funds Agreement and Assignment (substantially in the form of this Agreement), dated as of December 20, 1999 (the "Thirty-third Supplementary Capital Funds Agreement"), in connection with the execution and delivery of the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999, among the Company, The Bank of Tokyo-Mitsubishi, Ltd., Los Angeles Branch, as the funding bank (the "1999 Funding Bank"), The Chase Manhattan Bank, as administrating bank, Union Bank of California, N.A., as documentation agent, and the banks named therein (the "1999 Participating Banks"), which amended and restated the 1996 Amended and Restated Reimbursement Agreement (as so amended and restated, the "1999 Amended and Restated Reimbursement Agreement") and provided, amo ng other things, (i) for the issuance by the 1999 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "1999 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 1999 Amended and Restated Reimbursement Agreement, with maximum amounts of $156,885,463.65 and $36,061,469.99, respectively; (ii) for the reimbursement to the 1999 Funding Bank by the 1999 Participating Banks for all drafts paid by the 1999 Funding Bank under any 1999 LOC; and (iii) for the reimbursement by the Company to the 1999 Funding Bank for the benefit of the 1999 Participating Banks of sums equal to all drafts paid by the 1999 Funding Bank under any 1999 LOC.

P. On March 3, 2003, the Company terminated and replaced the 1999 Amended and Restated Reimbursement Agreement with the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (the "2003 Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "2003 Funding Bank"), and the banks named therein (the "2003 Participating Banks"), which provided, among other things, (i) for the issuance by the 2003 Funding Bank, for the account of the Company, of irrevocable transferable letters of credit (the "2003 LOCs") to the Owner Participants to secure certain obligations of the Company to the Owner Participants, substantially in the form of Exhibit A to the 2003 Reimbursement Agreement, with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for th e reimbursement to the 2003 Funding Bank by the 2003 Participating Banks for all drafts paid by the 2003 Funding Bank under any 2003 LOC; and (iii) for the reimbursement by the Company to the 2003 Funding Bank for the benefit of the 2003 Participating Banks of sums equal to all drafts paid by the 2003 Funding Bank under any 2003 LOC.

Q. The Company now wishes to terminate and replace the 2003 Reimbursement Agreement with the Reimbursement Agreement and to provide for the cancellation of the 2003 LOCs and the issuance of new irrevocable transferable letters of credit (the "New LOCs") by the Funding Bank to further secure the Owner Participants. The Reimbursement Agreement provides, among other things, (i) for the issuance by the Funding Bank, for the account of the Company, of irrevocable transferable letters of credit to the Owner Participants to secure certain obligations of the Company to the Owner Participants, such New LOCs to be substantially in the form of Exhibit A to the Reimbursement Agreement with maximum amounts of $161,546,191.84 and $36,515,236.09, respectively; (ii) for the reimbursement to the Funding Bank by the Participating Banks for all drafts paid by the Funding Bank under any New LOC; and (iii) for the reimbursement by the Company to the Funding Bank for th e benefit of the Participating Banks of sums equal to all drafts paid by the Funding Bank under any New LOC (such amounts, together with all Advances made by the Participating Banks pursuant to the Reimbursement Agreement, shall hereinafter be called the "Reimbursement Obligations").

R. The Company and Entergy, by this instrument, wish (i) to continue to supplement their undertakings under the Capital Funds Agreement for the benefit of the Funding Bank, the Administrating Bank and the Participating Banks (collectively, the "LOC Banks") and (ii) to create enforceable rights hereunder in the Administrating Bank as hereinafter set forth.

S. The Company, Entergy and certain other subsidiaries of Entergy have joined in an Application-Declaration on Form U-1, as amended and supplemented to date, in File No. 70-7561, filed with the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 with respect to this Agreement and certain other matters, the Securities and Exchange Commission has issued orders (the "SEC Orders") granting and permitting to become effective said Application-Declaration, as so amended and supplemented, and the SEC Orders are in full force and effect on the date of the execution and delivery hereof.

T. All things necessary to make this Agreement the valid, legally binding and enforceable obligation of each of the parties hereto have been done and performed and the execution and performance hereof in all respects have been authorized and approved by all corporate and shareholder action necessary on the part of each thereof.

NOW, THEREFORE, in consideration of the terms and agreements hereinafter set forth, the parties agree with each other as follows:

ARTICLE I.
OBLIGATIONS OF ENTERGY AND THE COMPANY

1.1. Commercial Operation of the Project. The Company shall (and Entergy shall cause the Company to) use its best efforts to maintain the Project in commercial operation and, in connection therewith, take all such action, including, without limitation, all actions before governmental authorities, as shall be necessary to enable the Company to do so.

1.2. Capital Structure of the Company. Entergy shall supply or cause to be supplied to the Company:

(a) such amounts of capital as may be required from time to time by the Company in order to maintain that portion of the Capitalization (as defined in Section 1.6 hereof) of the Company as shall be represented by the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock and the surplus of the Company, paid in, earned and other, if any, at an amount equal to at least 35% of the Capitalization of the Company or at such higher percentage as governmental regulatory authorities having jurisdiction in the premises may require; and

(b) such amounts of capital in addition to (i) the capital heretofore made available to the Company by Entergy in exchange for shares of the Company's common stock and (ii) the capital made available to the Company at any time in question through the incurrence by the Company of Indebtedness for Borrowed Money (as defined in Section 1.6 hereof) as shall be required in order for the Company to continue to own its undivided ownership interest in the Project, to provide (without limitation) for interest charges of the Company, to permit the commercial operation of Unit 1, to permit the continuation of such commercial operation and to pay in full all payments of the principal of, and premium, if any, and interest on Indebtedness for Borrowed Money (whether due at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise), it being understood and agreed that, in connection with the capital requirements of the Company, nuclear fuel leasing (including financing leases t herefor) and the entering into by the Company of industrial development revenue bond financing with respect to pollution control facilities and the issuance and sale by the Company of debt securities, and, to the extent necessary or desirable, preferred stock, to banks, institutions and the public may constitute some of the means by which required capital can be made available to the Company.

1.3. Manner of Performance. If, with respect to any amount of capital which Entergy shall, at any time in question, be obligated under the provisions of Section 1.2 to supply or cause to be supplied to the Company, Entergy and the Company shall fail to agree on the type, or terms, of any particular security to be issued by the Company and sold to Entergy or to others for the purpose of securing such required capital or if requisite regulatory approvals are not obtained for any issuance and sale so agreed upon or if such issuance and sale cannot for any other reason be carried out, then and in such event, Entergy shall supply such capital to the Company in the form of a cash capital contribution.

1.4. Payments in Respect of the Reimbursement Obligations. If at any time the Company shall require funds to pay the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at maturity, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and the expenses, commitment fees, participation fees, other financing fees and charges, trustees' fees and administration expenses attributable to the Reimbursement Obligations or otherwise payable by the Company pursuant to the Reimbursement Agreement, and the funds of the Company available for such purpose or purposes shall be insufficient for any reason, including, without limitation, the inability to borrow, or the absence of, funds under any local agreement or similar instrument or instruments to which the Company is now or hereafter becomes a party, Entergy will pay to t he Company in cash as a capital contribution the funds necessary to enable the Company to pay the amounts referred to above in this Section 1.4.

1.5. Subordination of Claims of Entergy Against the Company. Entergy hereby agrees that (i) all amounts advanced by Entergy to the Company (other than by way of purchases of capital stock of the Company or capital contributions to the Company) shall, for the purposes of this Agreement and so long as this Agreement shall be in full force and effect, constitute Subordinated Indebtedness of the Company (as defined in Section 1.6 hereof) and (ii) no such Subordinated Indebtedness of the Company shall be transferred or assigned (including by way of security) to any person (other than to a successor of Entergy by way of merger or consolidation or the acquisition by such person of all or substantially all of Entergy's assets). The Company agrees that it will record all Subordinated Indebtedness of the Company as such on its books.

1.6. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) the term "Capitalization" shall mean, as of any particular time, an amount equal to the sum of the total principal amount of all Indebtedness for Borrowed Money of the Company (exclusive of Short Term Debt), secured or unsecured, then outstanding, and the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of capital stock of the Company and the surplus of the Company, paid in, earned and other, if any;

(b) the term "Indebtedness for Borrowed Money" shall mean the principal amount of all indebtedness for borrowed money, secured or unsecured, of the Company then outstanding and shall include, without limitation, the principal amount of all bonds issued by a governmental or industrial development agency or authority in connection with an industrial development revenue bond financing of pollution control facilities constituting part of the Project;

(c) the term "Short Term Debt" shall mean the principal amount of unsecured Indebtedness for Borrowed Money created or incurred by the Company which matures by its terms not more than 12 months after the date of the creation or incurrence thereof, and which is not renewable or extendable at the option of the Company for a period of more than 12 months from the date of the creation or incurrence thereof pursuant to any revolving credit or similar agreement; and

(d) the term "Subordinated Indebtedness of the Company" shall mean indebtedness marked on the books of the Company as subordinated and junior in right of payment to the Obligations Secured Hereby (as defined in Section 5.1 hereof) to the extent and in the manner set forth below:

(i) if there shall occur a Reimbursement Event of Default or Prepayment Event, then so long as such Reimbursement Event of Default or Prepayment Event shall be continuing and shall not have been cured or waived, or unless and until all the Obligations Secured Hereby shall have been paid in full in cash, no payment of principal, premium, if any, or interest shall be made upon Subordinated Indebtedness of the Company; and

(ii) in the event of any insolvency, bankruptcy, liquidation, reorganization or other similar case or proceedings, or any receivership proceedings in connection therewith, relative to the Company or its creditors or its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy proceedings, then the Obligations Secured Hereby shall first be paid in full in cash, or payment thereof shall have been provided for, before any payment on account of principal, premium, if any, or interest is made upon Subordinated Indebtedness of the Company.

ARTICLE II.
NATURE OF THE OBLIGATIONS
OF ENTERGY AND THE COMPANY

2.1. Regulatory Approvals.

(a) Except as provided in Section 2.2 with respect to the obligations of Entergy to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 (as to which the SEC Orders are in full force and effect at the date of execution and delivery of this Agreement), the performance of the obligations of Entergy hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities necessary at the time to permit Entergy at the time to perform its duties and obligations then to be performed hereunder, including the receipt and continued effectiveness of all authorizations of governmental authorities necessary at the time to permit Entergy at the time to supply or cause to be supplied to the Company capital pursuant to the provisions of Section 1.2 or to permit Entergy at the time to acquire securities issued and sold to Entergy by the Company.

(b) The performance of the obligations of the Company hereunder shall be subject to the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to perform its duties and obligations hereunder, including the receipt and continued effectiveness of all authorizations of governmental regulatory authorities at the time necessary to permit the Company to operate the Project (or to have the Project operated for it) to the extent the Project is then operable, and to issue and to sell securities then to be issued and sold by the Company to Entergy or to others for the purpose of securing required capital.

(c) Entergy and the Company shall use their best efforts to secure and maintain all such authorizations of governmental regulatory authorities.

2.2. Nature of Obligations.

(a) The obligations of Entergy hereunder to make cash capital contributions to the Company pursuant to the provisions of Sections 1.3 and 1.4 having heretofore been authorized by the SEC Orders (and no other authorization by any governmental regulatory authority being required) and the LOC Banks having relied on such authorization in entering into the Reimbursement Agreement, Entergy agrees that its duty to perform such obligations shall be absolute and unconditional, (a) whether or not Entergy shall have received all authorizations of governmental regulatory authorities necessary at the time to permit Entergy to perform its other duties and obligations hereunder, (b) whether or not the Company shall have received all authorizations of governmental regulatory authorities necessary at the time to permit the Company to perform its duties and obligations hereunder, (c) whether or not any authorizations referred to in the foregoing clauses (a) and (b) continue, at the time, in effect, (d) w hether or not, at any time in question, the Company shall have performed its duties and obligations under this Agreement, (e) whether or not the Project shall be maintained in commercial operation, energy from the Project is being produced or delivered or is available (including, without limitation, delivery or availability to other subsidiaries of Entergy), an abandonment of the Project shall have occurred or the Project shall be in whole or in part destroyed or taken, for any reason whatsoever, (f) whether or not the Company shall be solvent, (g) regardless of any event of force majeure and (h) regardless of any other circumstance, happening, condition or event whatsoever, whether or not similar to any of the foregoing. Subject to Section 2.1(a), all other obligations of Entergy hereunder are similarly absolute and unconditional.

(b) In the event that Entergy shall cease to own a majority of the common stock of the Company and such lower ownership percentage has been permitted pursuant to the consent of the LOC Banks, the obligations of Entergy hereunder shall not be increased by any amendment to, or modification of, the terms and provisions of the Reimbursement Agreement unless Entergy shall have consented in writing to such amendment or modification.

2.3. Waivers of Defenses. The obligations of Entergy under Sections 1.2, 1.3 and 1.4 to supply capital or cause capital to be supplied or to make cash capital contributions to the Company shall not be subject to any abatement, reduction, limitation, impairment, termination, set-off, defense, counterclaim or recoupment whatsoever or any right to any thereof (including, but not limited to, abatements, reductions, limitations, impairments, terminations, set-offs, defenses, counterclaims and recoupments for or on account of any past, present or future indebtedness of the Company to Entergy or any claim by Entergy against the Company, whether or not arising under this Agreement and whether or not arising out of any action or nonaction on the part of the Company, or any LOC Bank, including any disposition of the Project or any part thereof pursuant to the Indenture, requirements of governmental authorities, actions of judicial receivers or trustees or otherwise and whether or not arising from wilful or negligent acts or omissions). The foregoing, however, shall not, subject to the provisions of Section 1.5 hereof, affect in any other way any rights and remedies of Entergy with respect to any amounts owed to Entergy by the Company or any such claim by Entergy against the Company. The obligations and liabilities of Entergy hereunder shall not be released, discharged or in any way affected by any reorganization, arrangement, compromise, composition or plan affecting the Company or any change, waiver, extension, indulgence or other action or omission in respect of any indebtedness or obligation of the Company or Entergy, whether or not the Company or Entergy shall have had any notice or knowledge of any of the foregoing. Neither failure nor delay by the Company or the LOC Banks to exercise any right or remedy provided herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof, or the exercise of any other right or remedy. Entergy also hereby irrevocably waives, to the extent that it may do so under applicable law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against Entergy for specific performance of this Agreement by the Company or by the LOC Banks or for their benefit by a receiver or trustee appointed for the Company or in respect of all or a substantial part of the Company's assets under the bankruptcy or insolvency law of any jurisdiction to which the Company is or its assets are subject. Anything in this Section 2.3 to the contrary notwithstanding, Entergy shall not be precluded from asserting as a defense against any claim made against Entergy upon any of its obligations hereunder that it has fully performed such obligation in accordance with the terms of this Agreement.

2.4. Subrogation, Etc. Entergy shall, subject to the provisions of Section 1.5, be subrogated to all rights of the LOC Banks against the Company in respect of any amounts paid by Entergy pursuant to the provisions of this Agreement and applied to the payment of the Obligations Secured Hereby (as defined in Section 5.1 hereof). The LOC Banks agree that they will not deal with the Company in such a manner as to prejudice such rights of Entergy.

ARTICLE III.
TERM

This Agreement shall remain in full force and effect until, and shall terminate and be of no further force and effect after, all Obligations Secured Hereby shall have been paid in full in cash, provided that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations Secured Hereby is rescinded or must otherwise be returned by the Administrating Bank or any other LOC Bank upon the insolvency, bankruptcy or reorganization of the Company, Entergy or otherwise, all as though such payment had not been made. It is agreed that all the covenants and undertakings on the part of Entergy and the Company set forth in this Agreement are exclusively for the benefit of, and may be enforced only by, the LOC Banks as provided in the Reimbursement Agreement, or for their benefit by a receiver or trustee for the Company or in respect of all or a substantial part of its assets under the bankruptcy or insolvency law of an y jurisdiction to which the Company is or its assets are subject.

ARTICLE IV.
ASSIGNMENT

Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any of the parties hereto, except transfer or assignment by the LOC Banks to their successors or assignees in accordance with Section 23(b) of the Reimbursement Agreement, except as otherwise provided in Article V hereof and except that:

(i) in the event that Entergy shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by Entergy to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Company and the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of Entergy's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person; and

(ii) in the event that the Company shall consolidate with or merge with or into another corporation or shall transfer to another corporation or other person all or substantially all of its assets, this Agreement shall be transferred by the Company to and shall be binding upon the corporation resulting from such consolidation or merger or the corporation or other person to which such transfer is made and, as a condition to such consolidation, merger or other transfer, such corporation or other person shall deliver to the Administrating Bank a written assumption, in form and substance satisfactory to the Administrating Bank, of the Company's obligations and liabilities under this Agreement and an opinion of counsel to the effect that such instrument complies with the requirements hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or other person.

ARTICLE V.
SECURITY ASSIGNMENT AND AGREEMENT

5.1. Assignment and Creation of Security Interest. As security for (i) the due and punctual payment of the interest (including, if and to the extent permitted by law, interest on overdue principal, premium and interest) and premium, if any, on, and the principal of, the Reimbursement Obligations (whether at the stated maturity thereof, pursuant to mandatory or optional prepayment, by acceleration or otherwise) and (ii) the due and punctual payment of all fees and costs, expenses and other amounts which may become payable by the Company under the Reimbursement Agreement, together in each case with all costs of collection thereof (all such amounts referred to in the foregoing clauses (i) and (ii) being hereinafter collectively referred to as "Obligations Secured Hereby"), the Company hereby assigns to the Administrating Bank and creates a security interest in favor of the Administrating Bank, for the benefit of the LOC Banks, in (x) all of the Compa ny's rights to receive all moneys paid, or caused to be paid, or to be paid or to be caused to be paid, to the Company by Entergy pursuant to Section 1.4 of this Agreement, and (y) all other claims, rights (but not obligations or duties), powers, privileges, interests and remedies of the Company (including, without limitation, all of the Company's rights to receive all moneys paid, or caused to be paid, or to be paid, or to be caused to be paid, to the Company by Entergy pursuant to Sections 1.2 and 1.3 of this Agreement), whether arising under this Agreement or by statute or in law or in equity or otherwise, resulting from any failure by Entergy to perform its obligations under this Agreement, but so far as this clause (y) is concerned only to the extent required for the payment when due and payable of the Obligations Secured Hereby, together in each case with full power and authority, in the name of the Administrating Bank, or the Company as assignor, or otherwise, to demand payment of, enforce, collect, r eceive and receipt for any and all of the foregoing (the rights, claims, powers, privileges, interests and remedies referred to in clause (y) being hereinafter sometimes called the "Collateral").

5.2. Other Agreements.

(a) The Company will not assign the rights assigned in clause (x) of Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby and will not assign the other rights assigned in Section 5.1 as security for any indebtedness other than the Obligations Secured Hereby, except as provided in paragraph (b) of this Section 5.2.

(b) The Company has secured its Indebtedness for Borrowed Money represented by (i) loans made by certain banks as referred to in Whereas Clause C hereof by the First, Fourth, Fifth and Eighth Supplementary Capital Funds Agreements, (ii) the First Series Bonds, the Second Series Bonds, the Third Series Bonds, the Fourth Series Bonds, the Seventh Series Bonds, the Eighth Series Bonds, the Ninth Series Bonds, the Tenth Series Bonds, the Eleventh Series Bonds, the Twelfth Series Bonds, the Thirteenth Series Bonds, the Fourteenth Series Bonds, the Fifteenth Series Bonds, the Sixteenth Series Bonds, the Seventeenth Series Bonds, the Eighteenth Series Bonds, the Nineteenth Series Bonds and the Twentieth Series Bonds, as referred to in Whereas Clause D hereof, by the Second, Third, Eleventh, Thirteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-ninth, Thirtieth, Thirty-first and Thirty-fourth Supple mentary Capital Funds Agreements, respectively, (iii) loans made by certain banks as referred to in Whereas Clause E hereof by the Sixth and Seventh Supplementary Capital Funds Agreements, respectively, (iv) the obligations under the Series A Reimbursement Agreement as referred to in Whereas Clause F hereof by the Ninth Supplementary Capital Funds Agreement, (v) the obligations under the Series B Reimbursement Agreement as referred to in Whereas Clause G hereof by the Tenth Supplementary Capital Funds Agreement, (vi) the obligations under the Series C Reimbursement Agreement as referred to in Whereas Clause H hereof by the Twelfth Supplementary Capital Funds Agreement, (vii) the Fifth Series Bonds as referred to in Whereas Clause I hereof by the Fourteenth Supplementary Capital Funds Agreement, (viii) the Sixth Series Bonds as referred to in Whereas Clause J hereof by the Fifteenth Supplementary Capital Funds Agreement, (ix) the obligations under the Original Reimbursement Agreement as referred to in Whereas Clause K hereof by the Twenty-second Supplementary Capital Funds Agreement, (x) the obligations under the 1991 Reimbursement Agreement as referred to in Whereas Clause L hereof by the Twenty-third Supplementary Capital Funds Agreement, (xi) the obligations under the 1993 Reimbursement Agreement as referred to in Whereas Clause M hereof by the Twenty-eighth Supplementary Capital Funds Agreement, (xii) the obligations under the 1996 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause N hereof by the Thirty-second Supplementary Capital Funds Agreement, and (xiii) the obligations under the 1999 Amended and Restated Reimbursement Agreement as referred to in Whereas Clause O hereof by the Thirty-third Supplementary Capital Funds Agreement, and shall be entitled to secure the interest and premium, if any, on, and the principal of, other Indebtedness for Borrowed Money of the Company issued by the Company to any person (except Entergy or any affiliate of Entergy) to finance the cost of the Project (including, without limitation, indebtedness outstanding under the Indenture) or to refund (including any successive refundings) any such Indebtedness issued for such purpose, the incurrence of which Indebtedness is at the time permitted by the Indenture (herein called "Additional Indebtedness"), by entering into a supplementary capital funds agreement and assignment including, without limitation, the First through Twenty-eighth Supplementary Capital Funds Agreements (each being hereinafter called an "Additional Supplementary Agreement") with the holders of such Additional Indebtedness or representatives of or trustees for such holders, or both, as the case may be (hereinafter called an "Additional Assignee"). Each Additional Supplementary Agreement shall be substantially in the form of this Agreement, except that there shall be substituted in such Additional Supplementary Agreement appropriate references to such Additional Ind ebtedness, such Additional Assignee and the agreement or instrument under which such Additional Indebtedness is issued in lieu of the references herein to the Reimbursement Obligations, the LOC Banks, the Reimbursement Agreement and the New LOCs, respectively, and such Additional Supplementary Agreement may contain such other provisions as are not inconsistent with this Agreement and do not adversely affect the rights hereunder of the LOC Banks.

(c) Notwithstanding any provision of this Agreement to the contrary, or any priority in time of creation, attachment or perfection of a security interest, pledge or lien by the Administrating Bank, or any provision of or filing or recording under the Uniform Commercial Code or any other applicable law of any jurisdiction, the Administrating Bank agrees that the claims of the Administrating Bank under Sections 1.2 and 1.3 of this Agreement and any security interest, pledge or lien in favor of the Administrating Bank now or hereafter existing in and to the Collateral shall rank pari passu with the claims of each Additional Assignee under the corresponding sections of the Additional Supplementary Agreement to which it is a party and any security interest, pledge or lien in favor of such Additional Assignee thereunder now or hereafter existing in and to the Collateral, irrespective of the time or times at which prior, concurrent or subsequent Additional Supplementary Agreements are e ntered into in accordance with Section 5.2(b) hereof.

5.3. Payments to the Administrating Bank. The Company agrees that, if and whenever it shall make a demand to Entergy for any payment pursuant to Section 1.2, 1.3, or 1.4 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement, it will separately identify the respective portions of such payment, if any, required for (i) the payment of Obligations Secured Hereby and (ii) the payment of any other amounts then due and payable in respect of Additional Indebtedness and instruct Entergy (subject to the provisions of Section 5.4) to pay or cause to be paid the amount so identified as required for the payment of Obligations Secured Hereby directly to the Administrating Bank. Any payments made or caused to be made by Entergy pursuant to Section 1.2 or 1.3 of this Agreement or pursuant to the corresponding provisions of any Additional Supplementary Agreement shall, to the extent necessary to satisfy in full the assignment set forth in Section 5.1 of this Agreement and the corresponding assignments set forth in the Additional Supplementary Agreements, be made pro rata in proportion to the respective amounts secured by, and then due and owing under, such assignments.

5.4. Payments to the Company. Notwithstanding the provisions of Sections 5.1 and 5.3, unless and until the Administrating Bank shall have given written notice to Entergy of the occurrence and continuance of any Reimbursement Event of Default or Prepayment Event, all moneys paid or to be paid to the Company pursuant to Sections 1.2, 1.3 and 1.4 of this Agreement shall be paid directly to the Company and the Company need not separately identify the respective portions of payments as provided in Section 5.3 hereof, provided that notice as to the amount of any such payments or advances shall be given by the Company to the Administrating Bank simultaneously with the demand by the Company for any such payment. If the Administrating Bank shall have duly notified Entergy of the occurrence of any such Reimbursement Event of Default or Prepayment Event, such payments shall be made in the manner and in the amounts specified in Section 5.3 hereof until the Administrating Bank shall by further notice to Entergy give permission that all such payments may be made again to the Company, such permission being subject to revocation by a subsequent notice pursuant to the first sentence of this Section 5.4. The Administrating Bank shall give such permission if no such Reimbursement Event of Default or Prepayment Event continues to exist.

5.5. Consent and Agreement of Entergy.

(a) Entergy hereby consents to the foregoing assignment and agrees with the Administrating Bank to make payments to the Administrating Bank in the amounts and in the manner specified in Section 5.3 at the office of the Administrating Bank in Monterey Park, California, which is presently located at 1980 Saturn Street, Monterey Park, California 91754, Attention: Commercial Loan Operations.

(b) Subject to the provisions of Section 2.4 hereof, Entergy agrees that all payments made to the Administrating Bank or to the Company as contemplated by Sections 5.3 and 5.4 shall be final as between Entergy and the LOC Banks or the Company, as the case may be, and that Entergy will not seek to recover from any LOC Banks for any reason whatsoever any moneys paid to the Administrating Bank by virtue of this Agreement, but the finality of any such payment shall not prevent the recovery of any overpayments or mistaken payments which may be made by Entergy unless a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, in which case any such overpayment or mistaken payment shall not be recoverable but shall constitute Subordinated Indebtedness of the Company to Entergy.

ARTICLE VI.
AMENDMENTS

6.1. Restrictions on Amendments. This Agreement may not be amended, waived, modified, discharged or otherwise changed orally. It may be amended, waived, modified, discharged or otherwise changed only by a written instrument which has been signed by all the parties hereto and which has been approved in writing by the LOC Banks or which does not materially adversely affect the rights of the LOC Banks.

6.2. Administrating Bank's Execution. The Administrating Bank shall, at the request of the Company, execute any instrument amending, waiving, modifying, discharging or otherwise changing this Agreement (a) as to which the Administrating Bank shall have received an opinion of counsel to the effect that such instrument has been duly authorized by Entergy and the Company and is permitted by the provisions of Section 6.1 and that this Agreement, as amended, waived, modified, discharged or otherwise changed by such instrument, constitutes valid, legally binding and enforceable obligations of the Company and Entergy, and (b) which shall have been executed by Entergy and the Company. The Administrating Bank shall be fully protected in relying upon the aforesaid opinion.

ARTICLE VII.
NOTICES

7.1. Notices, Etc., in Writing. All notices, consents, requests and other documents authorized or permitted to be given pursuant to this Agreement shall be given in writing and either personally served on the party to whom (or an officer of a corporate party) it is given or mailed by registered or certified first-class mail, postage prepaid, or sent by telex or telegram, addressed as follows:

If to System Energy Resources, Inc., to:

Box 61000
New Orleans, LA 70113
Attention: Treasurer

If to Entergy Corporation, to:

639 Loyola Avenue
New Orleans, Louisiana 70113
Attention: Treasurer

If to the Administrating Bank, to:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Attention.: David Musicant

with copies to each party.

7.2. Delivery, Etc. Notices, consents, requests and other documents shall be deemed given or served or submitted when delivered or, if mailed as provided in Section 7.1 hereof, on the third day after the day of mailing, or if sent by telex or telegram, 24 hours after the time of dispatch. A party may change its address for the receipt of notices, consents, requests and other documents at any time by giving notice thereof to the other parties. Any notice, consent, request or other document given hereunder may be signed on behalf of any party by any duly authorized representative of that party.

ARTICLE VIII.
ENFORCEMENT

8.1. Enforcement Action. At any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, the Administrating Bank may proceed, in its own name, or as agent or otherwise, to protect and enforce its rights, those of the other LOC Banks and those of the Company under this Agreement by suit in equity, action at law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained in this Agreement or otherwise, and whether or not the Company shall have complied with any of the provisions hereof or proceeded to take any action authorized or permitted under applicable law. Each and every remedy of the LOC Banks shall, to the extent permitted by law, be cumulative and shall be in addition to any other remedy given hereunder or under the Reimbursement Agreement or now or hereafter existing at law or in equity or by statute.

8.2. Attorney-in-Fact. The Company hereby constitutes the Administrating Bank its true and lawful attorney, irrevocably, with full power (in such attorney's name or otherwise), at any time when a Reimbursement Event of Default or Prepayment Event under the Reimbursement Agreement has occurred and is continuing, to enforce any of the obligations contained herein or to take any action or institute any proceedings which to the Administrating Bank may seem necessary or advisable in the premises.

ARTICLE IX.
SEVERABILITY; COUNTERPARTS

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

ARTICLE X.
GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

ARTICLE XI.
SUCCESSION

Subject to Article IV hereof, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment hereof, or of any right to any funds due or to become due under this Agreement, shall in any event relieve the Company or Entergy of their respective obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

ENTERGY CORPORATION

By:

Name: Steven C. McNeal
Title: Vice President and Treasurer

SYSTEM ENERGY RESOURCES, INC.

By

Name: Steven C. McNeal
Title: Vice President and Treasurer

UNION BANK OF CALIFORNIA, N.A., as Administrating Bank

By

Name:
Title:

EX-10

Exhibit 10(a)99

November 14, 2003

Mr. Mark T. Savoff
662 Llagas Vista Drive
Morgan Hill, CA 95037

Dear Mark:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our offer to you for the ESI system officer position of Executive Vice President, Operations. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
 
 
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
 
 
3. Base Salary. Your annual rate of pay shall be FIVE HUNDRED THOUSAND AND NO/100 ($500,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
 
 
4. Additional Benefits. Upon employment, you are eligible for the following additional benefits:

1. Executive Annual Incentive Plan. Beginning in the calendar year 2004, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 70% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 17.5%	70%	140%
$0 to $87,500	$350,000	$700,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 70% Target level) and is not bracketed at the 17.5%, 70% or 140% levels. Further, individual awards are discretionary.
 

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:

• 8,500 performance units (with a maximum opportunity of 200% of that Target -- prorated) for the 2002 to 2004 performance cycle; and,
• 12,500 performance units (with a maximum opportunity of 200% of that Target -- prorated) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at System Management Level 2 with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2004 to 2006 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2004

Minimum	Target	Maximum
0 or 3,125 Units	12,500 Units	25,000 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on January 1, 2004, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,800 performance units (i.e., 8,500 Target performance units for the 36-month period times 12/36 prorated months of participation equals 2,800 performance units, plus accumulated dividends). At maximum, the number of units would be 5,600 (i.e., 200% of the 2,800 units at Target.)

3. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 40,300 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after-tax net profit realized from the exercise of stock options into Entergy common stock, which must be held for a period of five years, or separa tion from service, if earlier.
 
 
4. Vacation. You will be eligible for five (5) weeks' vacation annually beginning in 2004.

 
5. Relocation Assistance (one month's salary). You will be eligible for benefits under Entergy's relocation program, including a lump sum cash payment of one month's salary ($41,667); paid at the time you relocate, for miscellaneous relocation expenses.
 
 
6. Retirement Benefits.

You will be offered participation in both of the following non-qualified retirement plans, subject to their respective terms and conditions. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Retirement Plan and Pension Equalization Plan (PEP). The Pension Equalization Plan of Entergy Corporation and Subsidiaries (the "PEP") is an excess benefit retirement plan, which together with the qualified Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. To the extent that this pension formula produces a benefit payment that is greater than permitted by the qualified Retirement Plan, the PEP restores that otherwise lost benefit.

• System Executive Retirement Plan (SERP). You will also be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates that are approximately twice as much (for the first 15 years) as the 1.5% per year flat rate under the Retirement Plan. The replacement rate that corresponds to your years of service is applied to your highest three-year average base salary and corresponding annual incentive payments. Your participation in this Plan is contingent upon execution of a SERP Application shortly after your hire date.

7. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). Subject to the terms and conditions of the SECP, if a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to three (3) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for three years following your date of separation from service.

 
8. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, the BenefitsPlus welfare benefit plans, Defined Contribution Restoration Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any Syste m Company sponsored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.

5. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, or an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.

 
6. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.

 
7. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.

 
8. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.

 
9. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.

 
10. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:

General Counsel
Entergy Services, Inc.
639 Loyola Avenue, 26^th Floor
New Orleans, LA 70113

If to you, addressed as follows:

Mr. Mark T. Savoff
662 Llagas Vista Drive
Morgan Hill, CA 95037
 

11. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.

 
12. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for cause.

 
13. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.

 
14. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

 
15. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.

 
16. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until November 28, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

Enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Mark T. Savoff

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

ENTERGY SERVICES, INC.,
BY ITS DULY AUTHORIZED AGENT:

Date: _____________________________________

Signature: _________________________________

Printed Name: _____________________________

Title: _____________________________________

This document constitutes part of a prospectus covering Securities that have been registered under the Securities Act of 1933.

EX-10

Exhibit 10(b)63

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank and Funding Bank,

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent,

BANC ONE CAPITAL MARKETS, INC.,

as Documentation Agent

AND THE PARTICIPATING BANKS

NAMED HEREIN

DATED AS OF

DECEMBER 22, 2003

______________________________________________

UNION BANK OF CALIFORNIA, N.A.,
as Lead Arranger

BANC ONE CAPITAL MARKETS, INC. and KEYBANK NATIONAL ASSOCIATION,
as Co-Arrangers

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of December 22, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), BANC ONE CAPITAL MARKETS, INC., as documentation agent (in such capacity, the "Documentation Agent"), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent" and, together with the Documentation Agent and the Administrating Bank, collectively referred to as the "Agents"), and the banks listed on the signature pages hereof under the heading "Particip ating Banks" and the other banks from time to time party to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claibo rne County, Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, Union Bank of California, N.A., as administrating bank, Union Bank of California, N.A., as funding bank (in such capacity, the "Existing Funding Bank"), and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1 hereof) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit"); and

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Agents, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"ABR", when used in reference to any drawing under a Letter of Credit or any Advance or Borrowing, refers to whether such drawing, Advance, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"ABR Advance" means an Advance in respect of which the Company has selected in accordance with Section 2(e)(i) hereof, or this Agreement otherwise provides for, interest to be computed on the basis of the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Rate Advance for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Advance" means any DLE Initial Advance, DLE Term Advance, EOL Initial Advance or EOL Term Advance, and "Advances" means DLE Initial Advances, DLE Term Advances, EOL Initial Advances and EOL Term Advances collectively.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition u ntil the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Rate" means, for any day, (a) with respect to any drawing under a Letter of Credit that bears interest at a rate determined by reference to the Adjusted LIBO Rate or any Eurodollar Rate Advance subsequently made by the Participating Banks in order to reimburse such drawing (including any Advances resulting from the subsequent Conversion of such Eurodollar Rate Advance), (i) for the period commencing on the date of such drawing (the "Draw Date") to and including the 60th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate for the Interest Period in effect plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt, (ii) for the period following the 60th day following the Draw Date to and including the 180th day following the Draw Date, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 0.25% per annum and (iii) for the period following the 180^th day following the Draw Date until the date that such Advance is due and payable, a rate per annum equal to the sum of (x) the Adjusted LIBO Rate in effect for such Interest Period plus (y) the Eurodollar Spread set forth below under the caption "Eurodollar Spread", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt plus (z) 1.0% per annum; (b) with respect to the Participation Fees payable hereunder, the rate per annum set forth below under the caption &q uot;Participation Fee Rate", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt; and (c) with respect to the Commitment Fees payable hereunder, the rate per annum set forth below under the caption "Commitment Fee Rate", based upon the ratings by Moody's and S&P, respectively, applicable on such date to the Index Debt:

	Index Debt Ratings	Eurodollar Spread	Participation Fee Rate	Commitment Fee Rate
Category 1	A3 or higher/A- or higher	1.000%	1.000%	0.125%
Category 2	Baa1/BBB+	1.125%	1.125%	0.150%
Category 3	Baa2/BBB	1.375%	1.375%	0.200%
Category 4	Baa3/BBB-	1.500%	1.500%	0.250%
Category 5	Ba1 or lower/BB+ or lower	2.375%	2.375%	0.375%

For purposes of the foregoing, (i) if either Moody's or S&P shall not have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the lower of the two ratings; and (iii) if the ratings established or deemed to have been established by Moody's and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody's or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effe ctive date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Banks shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

"Availability Agreement" means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Availability Agreement Assignment" means the Thirty-Fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I, and as amended from time to time in accordance with the terms of this Agreement.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Borrowing" means a borrowing consisting of Advances of the same Type and Interest Period made on the same date by the Participating Banks, ratably in accordance with their respective Participation Percentages. A Borrowing may be referred to herein as being a "Type" of Borrowing, corresponding to the Type of Advances comprising such Borrowing. For purposes of this Agreement, all Advances made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single Borrowing until repaid or next Converted.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Capital Funds Agreement" means the Capital Funds Agreement, dated as of June 21, 1974, between the Company and Middle South Utilities, Inc. (the predecessor of Entergy), as amended and supplemented heretofore and from time to time.

"Closing Date" means December 22, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral Agreements" means the Supplementary Capital Funds Agreement, the Availability Agreement, and the Availability Agreement Assignment.

"Commitment Fee" has the meaning set forth in Section 3 hereof.

"Company" has the meaning set forth in the preamble hereto.

"Conversion", "Convert" or "Converted" each refers to a conversion of Advances pursuant to Section 2(f) hereof, including but not limited to any selection of a longer or shorter Interest Period to be applicable to such Advances or any conversion of an Advance as described in Section 2(f)(iv) hereof.

"Consolidated Indebtedness" means the Indebtedness of the Company and its consolidated Subsidiaries, as determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Debt Ratio" means, on any date of determination, the ratio of (i) the aggregate amount of Consolidated Indebtedness and Preferred Stock on such date to (ii) Total Liabilities and Equity as of such date.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2002; (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2003; (iii) the Annual Report on Form 10-K with respect to Entergy and the Operating Companies for the year ended December 31, 2002; and (iv) the Quarterly Report on Form 10-Q with respect to Entergy and the Operating Companies for the quarter ended September 30, 2003.

"DLE Initial Advance" has the meaning assigned to that term in Section 2(c)(iii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Initial Advance). The Type of a DLE Initial Advance may change from time to time when such DLE Initial Advance is Converted. For purposes of this Agreement, all DLE Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Initial Advance by such Participating Bank until repaid or next Converted.

"DLE Initial Advance Repayment Date" has the meaning assigned to that term in Section 2(b)(iii) hereof.

"DLE Term Advance" has the meaning assigned to that term in Section 2(c)(iv) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of DLE Term Advance). The Type of a DLE Term Advance may change from time to time when such DLE Term Advance is Converted. For purposes of this Agreement, all DLE Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single DLE Term Advance by such Participating Bank until repaid or next Converted.

"Documentation Agent" has the meaning set forth in the preamble hereto.

"Dollars" or "$" means lawful money of the United States of America.

"EAI" means Entergy Arkansas, Inc., an Arkansas corporation.

"ELI" means Entergy Louisiana, Inc., a Louisiana corporation.

"EMI" means Entergy Mississippi, Inc., a Mississippi corporation.

"ENOI" means Entergy New Orleans, Inc., a Louisiana corporation.

"Entergy" means Entergy Corporation, a Delaware corporation, formerly Middle South Utilities, Inc., and the holder of all shares of the common stock of the Company as of the date hereof.

"EOL Initial Advance" has the meaning assigned to that term in Section 2(c)(i) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Initial Advance). The Type of a EOL Initial Advance may change from time to time when such EOL Initial Advance is Converted. For purposes of this Agreement, all EOL Initial Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Initial Advance by such Participating Bank until repaid or next Converted.

"EOL Initial Advance Repayment Date" has the meaning assigned to that term in Section 2(b)(ii) hereof.

"EOL Term Advance" has the meaning assigned to that term in Section 2(c)(ii) hereof, and refers to an ABR Advance or a Eurodollar Rate Advance (each of which shall be a "Type" of EOL Term Advance). The Type of an EOL Term Advance may change from time to time when such EOL Term Advance is Converted. For purposes of this Agreement, all EOL Term Advances of a Participating Bank (or portions thereof) made as, or Converted to, the same Type and Interest Period on the same day shall be deemed a single EOL Term Advance by such Participating Bank until repaid or next Converted.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

"Eurodollar", when used in reference to any Advance or Borrowing, refers to whether such Borrowing, or the Advances comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Eurodollar Rate Advance" means an Advance in respect of which the Company has selected in accordance with Section 2(e)(iii) hereof interest to be computed on the basis of the Adjusted LIBO Rate.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Excepted Encumbrances" shall mean, as of any particular time, any of the following:

(a) liens for taxes, assessments or governmental charges not then delinquent and liens for workmen's compensation awards and similar obligations not then delinquent and undetermined liens or charges incidental to construction, and liens for taxes, assessments or governmental charges then delinquent but the validity of which is being contested at the time by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company;

(b) any liens securing indebtedness, neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing upon real estate or rights in or relating to real estate acquired by the Company for substation, transmission line, transportation line, distribution line or right of way purposes;

(c) rights reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of the Company;

(d) rights currently reserved to or vested in others to take or receive any part of the power, gas, oil or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Company;

(e) easement, restrictions, exceptions or reservations in any property and/or rights of way of the Company for the purpose or roads, pipelines, substations, transmission lines, transportation lines, distribution lines, removal of coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in titles of any property and/or rights of way, which do not materially impair in the aggregate the use of such property and/or rights of way for the purposes for which such property and/or rights of way are held by the Company;

(f) rights reserved to or vested in any governmental authority to use, control or regulate any property of the Company;

(g) any obligations or duties, affecting the property of the Company, to any governmental authority with respect to any franchise, grant, license or permit; and

(h) any controls, liens, restrictions, regulations, easements, exceptions or reservations of any governmental authority applying particularly to nuclear fuel.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 306S234762, in the stated amount of $36,515,236.09, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 306S234761, in the stated amount of $161,546,191.84, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on March 3, 2003.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means the letter agreement, dated the date hereof, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Fixed Charge Ratio" has the meaning set forth in Section 12(g) hereof.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, Mississippi, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indebtedness" of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) he reof (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans, (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan, (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repo ssession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Index Debt" means senior, secured, long-term indebtedness for borrowed money of the Company that is not guaranteed by any other Person or subject to any other credit enhancement.

"Interest Expense" has the meaning set forth in Section 12(g) hereof.

"Interest Period" means with respect to any Eurodollar Rate Advance, the period commencing on the date of such Advance and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Company may elect, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Rate Advance initially shall be the da te on which such Advance is made and, in the case of an Advance that has been Converted, thereafter shall be the effective date of the most recent Conversion or continuation of such Advance.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"LIBO Rate" means, with respect to any Eurodollar Rate Advance for any Interest Period, the rate, as determined by the Administrating Bank, at which deposits in Dollars are offered to the Administrating Bank in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted, at approximately 11:00 a.m., London time, two Business Days before the first day of such Interest Period in an amount substantially equal to Union Bank of California, N.A.'s Participation Percentage of such Eurodollar Rate Loan and for a period equal to such Interest Period.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means the Mortgage and Deed of Trust, dated as of June 15, 1977, to The Bank of New York (successor to United States Trust Company of New York) and Douglas J. MacInnes (successor to Gerard P. Ganey and Malcolm J. Hood), as amended and supplemented from time to time.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Obligations" means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) hereof, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii) obligations of such Pe rson under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

"Operating Companies" means EAI, ELI, EMI and ENOI, each being an "Operating Company".

"Original Reimbursement Agreement" means the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Plan" shall mean any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

"Preferred Stock" means any mandatorily redeemable preferred stock of the Company.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Regulation D" means Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Reportable Event" means any reportable event as defined in Section 4043 (b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Significant Operating Company" means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

"Significant Operating Group" means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

"S&P" shall mean Standard & Poor's Ratings Services.

"Stated Expiration Date" means May 30, 2007, as such date may be extended from time to time pursuant to Section 19 hereof.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrating Bank is subject for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Drawings under a Letter of Credit that bear interest at a rate determined by reference to the Adjusted LIBO Rate and Eurodollar Rate Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Bank under Regulation D or any comparable regulation. The St atutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Supplementary Capital Funds Agreement" means the Thirty-Fifth Supplementary Capital Funds Agreement and Assignment dated as of December 22, 2003, among the Company, Entergy and the Administrating Bank, substantially in the form of Exhibit H hereto and as amended from time to time in accordance with the terms of this Agreement.

"Syndication Agent" has the meaning set forth in the preamble hereto.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Termination Event" means (i) a Reportable Event, or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

"Total Liabilities and Equity" means, on any date of determination, the consolidated total liabilities and equity of the Company as shown on the most recent financial statement of the Company filed with the SEC on Form 10-K or Form 10-Q.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit, the Fee Letter and the Collateral Agreements.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Type" has the meaning assigned to such term in the definitions of "DLE Initial Advance", "DLE Term Advance", "EOL Initial Advance", "EOL Term Advance" and "Borrowing" herein.

"Unit 1" has the meaning specified in the preamble hereto.

"UPSA" means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement and Advances. (a) Reimbursement on Demand. Subject to the provisions of subsections (b), (c) and (e), below, the Company hereby agrees to pay (whether with the proceeds of Advances made pursuant to subsection (c), below, or otherwise) to the Funding Bank on demand (i) on and after each date on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, a sum equal to such amount so paid (which sum shall constitute a demand loan from the Funding Bank to the Company from the date of such payment by the Funding Bank until so paid by the Company), plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Fundin g Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Reimbursement Upon the Occurrence of Certain Events. The Company shall reimburse the Funding Bank for each payment made by the Funding Bank under a Letter of Credit in accordance with the following paragraphs (i), (ii) and (iii):

(i) Reimbursement Defaults. If, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, either an Event of Default or a Reimbursement Default has occurred and is continuing, the Company shall pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the fifth day following the Business Day on which the Funding Bank shall make such payment a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon at a rate per annum equal to the Alternate Base Rate in effect from time to time.

(ii) Events of Loss. Subject to paragraph (i) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, an Event of Loss has occurred and is continuing, the Company shall pay to the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(ii), below, or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 35th day following the Business Day on which the Funding Bank shall make such payment (the "EOL Initial Advance Repayment Date") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(iii) Deemed Loss Events and Other Circumstances. Subject to paragraphs (i) and (ii) above, if, on the date of any payment by the Funding Bank of a drawing under a Letter of Credit, (A) a Deemed Loss Event has occurred and is continuing or (B) any other event or circumstance (other than a Reimbursement Default, an Event of Default or an Event of Loss) giving rise to such drawing has occurred, the Company shall reimburse the Funding Bank (whether with the proceeds of Advances made pursuant to subsection (c)(iv) below or otherwise) not later than 1:00 p.m., New York City time, on or prior to the earlier of (x) the Stated Expiration Date and (y) the 90th day following the Business Day on which the Funding Bank shall make such payment (the "DLE Initial Advance Repayment Date") a sum equal to the amount so paid under such Letter of Credit, together with all accrued interest thereon pursuant to subsection (e) below.

(c) Advances. Each Participating Bank agrees to make Advances for the account of the Company from time to time upon the terms and subject to the conditions set forth below:

(i) EOL Initial Advances. If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(ii) above (such payment referred to herein as an "EOL Payment"), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such EOL Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being an "EOL Initial Advance" made by such Participating Bank and, collectively, the "EOL Initial Advances"). Each such EOL Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each EOL Initial Advance in accordance with subsection (h)(i), below. The Company may repay the principal amount of any EOL Initial Advance with (and to the extent of) the proceeds of an EOL Term Advance made pursuant to paragraph (ii) below, and may prepay EOL Initial Advances in accordance with subsection (i) below.

(ii) EOL Term Advances. If the Funding Bank shall make any EOL Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(f) hereof on and as of the EOL Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being an "EOL Term Advance" made by such Participating Bank and, collectively, the "EOL Term Advances") on the EOL Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's EOL Initial Advances maturing on such EOL Initial Advance Repayment Date. All EOL Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the EOL Initial Advance Repayment Date), (2) the principal amount of EOL Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the EOL Term Advances comprising such Borrowing. The proceeds of each Participating Bank's EOL Term Advances shall be applied solely to the repayment of the EOL Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each EOL Term Advance in accordance with subsection (h)(ii) below, and may prepay EOL Term Advances i n accordance with subsection (i) below.

(iii) DLE Initial Advances. If the Funding Bank shall make any payment under a Letter of Credit under the circumstances set forth in subsection (b)(iii) above (such payment referred to herein as a "DLE Payment"), then each Participating Bank shall be obligated to make, and each Participating Bank's payment made to the Funding Bank pursuant to Section 5 hereof in respect of such DLE Payment shall be deemed to constitute, an advance made for the account of the Company by such Participating Bank on the date of such payment (each such advance being a "DLE Initial Advance" made by such Participating Bank and, collectively, the "DLE Initial Advances"). Each such DLE Initial Advance shall be made as an ABR Advance, shall bear interest at the Alternate Base Rate and shall be entitled to be Converted in accordance with subsection (f) below. The Company shall repay the unpaid principal amount of each DLE Initial Advanc e in accordance with subsection (h)(iii) below. The Company may repay the principal amount of any DLE Initial Advance with (and to the extent of) the proceeds of a DLE Term Advance made pursuant to paragraph (iv) below, and may prepay DLE Initial Advances in accordance with subsection (i) below.

(iv) DLE Term Advances. If the Funding Bank shall make any DLE Payment, then, subject to the satisfaction of the conditions precedent set forth in Section 7(g) hereof on and as of the DLE Initial Advance Repayment Date, each Participating Bank agrees to make one or more advances for the account of the Company (each such advance being a "DLE Term Advance" made by such Participating Bank and, collectively, the "DLE Term Advances") on the DLE Initial Advance Repayment Date in an aggregate principal amount equal to the amount of such Participating Bank's DLE Initial Advances maturing on such DLE Initial Advance Repayment Date. All DLE Term Advances comprising a single Borrowing shall be made upon written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) (A) in the case of a Borrowing comprised of ABR Advances, on the Business Day of such proposed Borrowing and (B) in the case of a Borrowing comprised of Eurodollar Rate Advances, three Business Days prior to the date of such proposed Borrowing. The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (1) the date on which such Borrowing is to be made (which date shall be the DLE Initial Advance Repayment Date), (2) the principal amount of DLE Term Advances comprising such Borrowing, (3) the Type of Borrowing and (4) the duration of the initial Interest Period, if applicable, proposed to apply to the DLE Term Advances comprising such Borrowing. The proceeds of each Participating Bank's DLE Term Advances shall be applied solely to the repayment of the DLE Initial Advances made by such Participating Bank and shall in no event be made available to the Company. The Company shall repay the unpaid principal amount of each DLE Term Advance in accordance with subsection (h)(iv) below, and may prepay DLE Term Advances in accordance with subsection (i) below.

(d) Application of Payments. Any payment made by the Company pursuant to subsection (a) or (b) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) or (b) above, there shall be amounts due from the Company pursuant to subsection (a) or (b) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) or (b) above with respect to all such Letters of C redit.

(e) Interest on Advances. The Company shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full at the applicable rate set forth below:

(i) Alternate Base Rate. Except to the extent that the Company shall elect to pay interest on any Advance for any Interest Period pursuant to paragraph (iii) below, the Company shall pay interest on each Advance from the date thereof until the date such Advance is due, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time. The Company shall pay interest on each Advance bearing interest in accordance with this subsection monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any ABR Advance to a Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(ii) Interest Periods. Subject to the other requirements of this subsection (e) and in the definition of "Interest Period" contained in Section 1 hereof, the Company may from time to time elect to have the interest on all Advances comprising part of the same Borrowing determined and payable for a specified Interest Period in accordance with paragraph (iii) below.

(iii) Eurodollar Rate. Subject to the requirements of this subsection (e) and subsection (f) below, the Company may from time to time elect to have any Advances comprising part of the same Borrowing Converted to Eurodollar Rate Advances. The Interest Period applicable to (x) any EOL Initial Advance that has been so Converted shall be of one month's duration, (y) any DLE Initial Advance that has been so Converted shall be of one, two or three whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below and (z) any DLE Term Advance or EOL Term Advance shall be of one, two, three or six whole months' duration, as the Company shall select in its notice delivered to the Administrating Bank pursuant to subsection (f) below. If the Company shall have made such election, the Company shall pay interest on such Eurodollar Rate Advances at the Applicable Rate for the applicable Interest Period for such Eurodolla r Rate Advances, payable monthly in arrears on the first Business Day of each calendar month, on the date of Conversion of any Eurodollar Rate Advance, including any such Advance made pursuant to subsection (b) above, and on the Stated Expiration Date or the earlier date for repayment of such Advance.

(iv) Interest Rate Determinations. The Administrating Bank shall give prompt notice to the Company and the Participating Banks of the Adjusted LIBO Rate determined from time to time by the Administrating Bank to be applicable to each Eurodollar Rate Advance.

(f) Conversion of Advances. The Company may elect to Convert one or more Advances of any Type to one or more Advances of the same or any other Type on the following terms and subject to the following conditions:

(i) Each Conversion shall be made as to all Advances comprising a single Borrowing upon irrevocable written notice given by the Company to the Administrating Bank not later than 10:00 a.m. (New York time) on the third Business Day prior to the date of the proposed Conversion.  The Administrating Bank shall notify each Participating Bank of the contents of such notice promptly after receipt thereof. Each such notice shall specify therein the following information: (A) the date of such proposed Conversion (which in the case of Eurodollar Rate Advances shall be the last day of the Interest Period then applicable to such Advances to be Converted), (B) the Type of, and Interest Period, if any, applicable to the Advances proposed to be Converted, (C) the aggregate principal amount of Advances proposed to be Converted, and (D) the Type of Advances to which such Advances are proposed to be Converted and the Interest Period, if any, to be applicable thereto.

(ii) During the continuance of a Reimbursement Default (other than a Reimbursement Event of Default), the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and all Eurodollar Rate Advances then outstanding shall be Converted to ABR Advances on the last day of the Interest Period then in effect, if, on such day, a Reimbursement Default (other than a Reimbursement Event of Default) shall be continuing.

(iii) During the continuance of a Reimbursement Event of Default, the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and upon the occurrence of a Reimbursement Event of Default, all Eurodollar Rate Advances then outstanding shall immediately, without further act by the Company, be Converted to ABR Advances.

(iv) If no notice of Conversion is received by the Administrating Bank as provided in paragraph (i) above with respect to any outstanding Eurodollar Rate Advances on or before the third Business Day prior to the last day of the Interest Period then in effect for such Eurodollar Rate Advances, the Administrating Bank shall treat such absence of notice as a deemed notice of Conversion providing for such Advances to be Converted to ABR Advances on the last day of such Interest Period.

(g) Other Terms Relating to the Making and Conversion of Advances. (i) Notwithstanding anything in subsections (c), (e) and (f) above to the contrary:

(A) at no time shall more than five different Borrowings be outstanding hereunder; and

(B) each Borrowing consisting of Eurodollar Rate Advances or ABR Advances shall be in the aggregate principal amount of at least $5,000,000.

(ii) Each notice of Conversion pursuant to subsection (f) above shall be irrevocable and binding on the Company.

(h) Repayment of Advances. (i) The unpaid principal amount of each EOL Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the EOL Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(ii) The unpaid principal amount of each EOL Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 330 days from the date of making such EOL Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(iii) The unpaid principal amount of each DLE Initial Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earlier to occur of (A) the DLE Initial Advance Repayment Date and (B) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks .

(iv) The unpaid principal amount of each DLE Term Advance, together with all accrued and unpaid interest thereon, shall be due and payable and repaid in full by the Company on the earliest to occur of (A) the date 270 days from the date of making such DLE Term Advance, (B) the Stated Expiration Date and (C) upon the occurrence of a Reimbursement Default, an Event of Default or an Indenture Event of Default, the date two Business Days after the date on which demand for repayment thereof is made by the Funding Bank, the Required Banks or the Administrating Bank acting on behalf of the Required Banks.

(i) Prepayment of Advances. (i) The Company shall have no right to prepay any principal amount of any Advances except in accordance with paragraph (ii) below.

(ii) The Company may, (A) upon at least three Business Days' irrevocable written notice to the Administrating Bank, in the case of any Eurodollar Rate Advance, and (B) upon at least one Business Day's irrevocable written notice to the Administrating Bank, in the case of any ABR Advance, in each case stating the proposed date and aggregate principal amount of the prepayment and the specific Borrowing(s) to be prepaid, and if such notice is given, the Company shall, prepay, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due pursuant to Section 2(l) hereof, the outstanding principal amount of all Advances comprising the same Borrowing, in each case as the Company shall designate in such notice; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $5,000,000, or, if less, the aggregate principal amount of all Advances then outstanding.

(j) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(k) Evidence of Indebtedness. The Funding Bank and each Participating Bank shall maintain, in accordance with their usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit (in the case of the Funding Bank) and from each Advance (in the case of each Participating Bank) made from time to time hereunder and the amounts of principal and interest payable and paid from time to time hereunder.

(l) Breakage Costs. In the event of (i) the payment of any principal of any Eurodollar Rate Advance other than on the last day of an Interest Period applicable thereto (including as a result of a Reimbursement Event of Default or Prepayment Event), (ii) the Conversion for any reason of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto, (iii) the failure to Convert, continue or prepay any Eurodollar Rate Advance on the date specified in any notice delivered pursuant hereto or (iv) the assignment of any Eurodollar Rate Advance other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 4(g), then, in any such event, the Company hereby agrees to compensate each Participating Bank for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Participating Bank shall be deemed to include an amount determined by such Participating B ank to be the excess, if any, of (x) the amount of interest which would have accrued on the principal amount of such Advance had such event not occurred, at the Adjusted LIBO Rate (in the case of a Eurodollar Rate Advance) that would have been applicable to such Advance, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to Convert or continue, for the period that would have been the Interest Period for such Advance), over (y) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Participating Bank would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Participating Bank setting forth any amount or amounts that such Participating Bank is entitled to receive pursuant to this Section shall be delivered to the Company and shall be conclusive abse nt manifest error. The Company shall pay such Participating Bank the amount shown as due on any such certificate within 10 days after receipt thereof. The obligations of the Company contained in this subsection (1) shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of the Funding Bank a fee with respect to each Letter of Credit as separately agreed upon between the Company and the Funding Bank in accordance with the terms of the Fee Letter; (b) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Credit Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on such Termination Date; (c) upon the execution of this Agreement, for the account of the Funding Bank and each Participating Bank (including t he Administrating Bank and the Syndication Agent), the up-front fees separately agreed upon between the Administrating Bank and the Participating Banks and consented to by the Company; (d) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the Fee Letter; and (e) for the account of each Participating Bank, a commitment fee with respect to the Letters of Credit (the "Commitment Fee") equal to the Applicable Rate per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the excess of (A) the Aggregate Maximum Credit Amount over (B) the aggregate Maximum Drawing Amount of the Letters of Credit in effect from time to time, from and including the Date of Issuance of the Letters of Credit to but excluding the Termination Date of each Letter of Credit, payable quarterly in arrears on each January 15, April 15, July 15 and October 15 (commencing January 15, 2004), and on each such Termination Date. Up on receipt from the Company of fees payable in accordance with the provisions of this Section 3, the Administrating Bank agrees to promptly pay to the account of the Funding Bank and each Participating Bank, as applicable, the fees paid to it for the account of the Funding Bank or such Participating Bank pursuant to this Section 3.

SECTION 4. Change in Circumstances; Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurodollar Rate Advance:

(i) the Administrating Bank determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(ii) the Administrating Bank is advised by the Required Banks that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Required Banks of making or maintaining their Eurodollar Rate Advances for such Interest Period;

then the Administrating Bank shall give notice thereof to the Company and the Participating Banks by telephone or telecopy as promptly as practicable thereafter and, until the Administrating Bank notifies the Company and the Participating Banks that the circumstances giving rise to such notice no longer exist, (A) any request to Convert any ABR Advance to, or to continue any Eurodollar Rate Advance as, a Eurodollar Rate Advance shall be ineffective and (B) if any request is made for a Eurodollar Rate Advance, such Borrowing shall be made as an ABR Advance.

(b) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Lette rs of Credit or any drawing thereunder or making or maintaining any Eurodollar Rate Advance (or of maintaining its obligation to make such Advance) (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(c) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (c).

(d) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(e) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a), (b) and (c) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(f) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(g) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(e) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(h) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(e) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sentence, int erest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimburse the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 2 or Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 2 or Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases; (ii) any Reimbursement Default or Prepayment Event hereunder; (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder; (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (v i) the existence of any claim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Credit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or willful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit or Advances pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Co mpany (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official, all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit or Advances, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Ban k acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the ot her Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect . Without limiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against, the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or willful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit or any Advance, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Lett ers of Credit. Nothing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(b)(i), 2(e)(i), 5(a) and 5(c) hereof (in each case only to the extent such interest is based on the Prime Rate) shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day). Interest payable under Section 2(e)(iii) hereof, interest payable hereunder that is based on the Federal Funds Effective Rate, and the fees payable under Section 3 hereof shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c), (d) and (e) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xvi) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date, in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, (A) as New York counsel to the Company, substantially in the form of Exhibit C hereto, and (B) as New York counsel to Entergy (including certain Delaware opinions), substantially in the Form of Exhibit D-1 hereto;

(ii) (A) an opinion of Denise C. Redmann, as Louisiana counsel to Entergy, substantially in the form of Exhibit D-2, (B) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit E-1 hereto, and (C) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E-2 hereto;

(iii) an opinion of (A) Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to EMI, (B) Friday, Eldredge & Clark, LLP, as Arkansas counsel to EAI, (C) Denise C. Redmann, as Louisiana counsel to ELI, and (D) Denise C. Redmann, as Louisiana counsel to ENOI, substantially in the form of Exhibits F-1 to F-4 hereto, respectively;

(iv) an opinion of Hughes Hubbard & Reed LLP, (A) as special counsel for the Administrating Bank, substantially in the form of Exhibit G-1 hereto, and (B) as special counsel to the Funding Bank, substantially in the form of Exhibit G-2 hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement, the Collateral Agreements, each of the other Transaction Documents to which the Company is a party and the Collateral Trust Indenture, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company, Entergy or any Operating Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents, the Collateral Agreements or any of the Financing Documents to which any of the Company, Entergy or any Operating Company is a party;

(vii) a certificate as to the good standing of each of the Company, Entergy, and each Operating Company, as of a recent date, from the Secretary of State of the applicable state of such Person's organization and, in the case of the Company, the Secretary of State of the State of Mississippi;

(viii) the Administrating Bank shall have a perfected first priority security interest in the Collateral Agreements;

(ix) (i) a certificate of the Secretary or Assistant Secretary of each of the Company, Entergy, and each Operating Company certifying (A) that attached thereto is a true and complete copy of the by-laws of such Person as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above or subclause (B) below, as applicable, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution, delivery and performance of the Collateral Agreements to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that (x) attached thereto is a true and complete copy of the certificate or articles of incorporation, including all amendments thereto, of such Person and (y) that such certificate or articles of incorporation have not been amended since the date of the last amendment thereto , and (D) as to the incumbency and specimen signature of each officer executing this Agreement, any Collateral Agreement or any other document or certificate delivered in connection herewith on behalf of such Person; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to subclause (i) above;

(x) an executed copy of the Supplementary Capital Funds Agreement;

(xi) an executed copy of the Availability Agreement Assignment;

(xii) a copy of each Disclosure Document;

(xiii) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xiv) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xv) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xvi) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank);

(iv) all fees required to be paid pursuant to Section 3 on the Closing Date, shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable; and

(v) the Company shall have paid all reasonable costs and expenses of the Administrating Bank, each other Agent and the Funding Bank described in Section 21 hereof (including the reasonable fees and disbursements of counsel to the Administrating Bank and the Funding Bank), to the extent invoiced at least three days prior to such Date of Issuance.

(e) On the Date of Issuance of the Letters of Credit, the full power operating license issued for Unit 1 by the Nuclear Regulatory Commission shall be in full force and effect.

(f) Conditions Precedent to EOL Term Advances. The obligation of each Participating Bank to make an EOL Term Advance shall be subject to the conditions precedent that, on the date of such EOL Term Advance, the following statements shall be true and the Administrating Bank shall have received a certificate of a duly authorized officer of the Company, dated the date of such EOL Term Advance stating that:

(i) the representations and warranties contained in Section 10 of this Agreement are true and correct in all material respects on and as of the date of such EOL Term Advance, before and after giving effect to such EOL Term Advance and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default, Reimbursement Default, Prepayment Event or Indenture Event of Default.

(g) Conditions Precedent to DLE Term Advances. The obligation of each Participating Bank to make any DLE Term Advance shall be subject to the conditions precedent that, on the date of such DLE Term Advance, the following statements shall be true and the Administrating Bank shall have received a certificate of a duly authorized officer of the Company, dated the date of such DLE Term Advance stating that:

(i) the representations and warranties contained in Section 10 of this Agreement are true and correct in all material respects on and as of the date of such DLE Term Advance, before and after giving effect to such DLE Term Advance and to the application of the proceeds therefrom, as though made on and as of such date; and

(ii) no event has occurred and is continuing, or would result from such Advance, that constitutes an Event of Default, a Reimbursement Default, Prepayment Event or Indenture Event of Default.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule II thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any actual, asserted or implied lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and each other Transaction Document to which it is a party, have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any Indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or any other Transaction Document to which it is a party, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound, or results or will result in the creation or imposition of any Lien (other than Liens permitted under Section 12(e) hereof) upon any of its property or the property of any of its Affiliates. There is no provision of its charter or by-laws, or any Applicable Law, or, except as disclosed in the Disclosure Documents, any such indenture, m ortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it can now foresee) to materially adversely affect, its business, operations, affairs, condition, properties or assets. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document or Financing Document to which it is, or is to become, a party.

(d) Governmental Actions. No Governmental Action is or will be required in connection with (i) the execution, delivery or performance by it of, or the consummation by it of the transactions contemplated by, this Agreement or any other Transaction Document or Financing Document to which it is, or is to become, a party, or Sections 1.3 and 1.4 of the Supplementary Capital Funds Agreement or Section 2.2(b) of the Availability Agreement Assignment, or (ii) the execution and delivery of the Collateral Agreements, except such Governmental Actions (A) as have been, or on or before the Closing Date, in, the case of this Agreement and the other Transaction Documents, or the Refunding Date, in the case of the Financing Documents, will have been, duly obtained, given or accomplished, (B) as may be required under existing Applicable Law to be obtained, given or accomplished from time to time after the Closing Date in connection with the maintenance, use, possession or operation of G rand Gulf or otherwise with respect to Grand Gulf and its involvement therewith and which are, for Unit 1, routine in nature and which it has no reason to believe will not be timely obtained, and (C) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf, is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement, or in connection with the participation by the Owner Trustee, the Indenture Trustee, any Owner Participant, or any Loan Participant in the consummation of the transactions contemplated by the Transaction Documents or the Financing Documents or (b) to be obtained by any of such Persons during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof, in the case of this Agreement and the other Transaction Documents, or the Refunding Date, in the case of any Refunding Loan or any Financing Documents, will have been, duly obtained, given or accomplished, (2) as may be required by Applicable Law not now in effect, (3) as may be required in consequence of any transfer of ownership of any Note or Bond by the Holder thereof, the beneficial interest in the Trust by any Owner Participant, or any of the Undivided Interests by the Owner Trustee, (4) as may be required in consequence of the issuance, sale or exchange and delivery of any obligations issued under and pursuant to any Collateral Trust Indenture, (5) as would be required by Applicable Law existing on any of the Lease Termination Dates in connection with taking possession of an interest in Unit 1, (6) as may be required by existing Applicable Law if, after any of the Lease Termination Dates, the Company should redeliver any Undivided Interest to the Owner Trustee pursuant to Section 5(a) of any of the Facility Leases or provide transmission services for the Owner Trustee and sell the Retained Assets to the Owner Trustee as provided under any of the Assignment and Assumption Agreements, or (7) as may be required in consequence of any exercise of remedies or other rights by any such Person under Section 16 of any of the Facility Leases. None of the Governmental Actions referred to in clause (A) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by it, and each of this Agreement and such other Transaction Documents is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company, Entergy, EAI, EMI, ELI, ENOI or any Significant Operating Company or Significant Operating Group before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement, any of the other Transaction Documents or the UPSA, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the financial condition, business, properties, operations, or prospects of the Company or it and its Subsidiaries taken as a whole or the ability of the Company to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(g) Material Adverse Change. The consolidated balance sheets of the Company, Entergy and each of EAI, EMI, ELI, and ENOI as at December 31, 2002, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheets of such companies and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2002, there has been no material adverse change in its consolidated financial condition, business, properties, operations or prospects of (i) the Company or (ii) Entergy and its Subsi diaries taken as a whole, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

(h) Employee Benefit Plans. The Company and each of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder. No Reportable Event has occurred as to which the Company or any ERISA Affiliate was required to file a report with the PBGC, and the present value of all benefit liabilities under each Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto, exceed by a material amount the value of the assets of such Plan. Neither the Company nor any ERISA Affiliate has incurred any Withdrawal Liability that materially adversely affects the financial condition of the Company and its ERISA Affiliates taken as a whole. Neither the Company nor any ERISA Affiliate maintains or contributes to a Multiemployer Plan.

(i) Taxes. The Company, Entergy, and each of EAI, EMI, ELI and ENOI and each Subsidiary thereof has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof other than such taxes that the Company or such Subsidiary is contesting in good faith by appropriate legal proceedings.

(j) UPSA. The UPSA is in full force and effect and there is no default thereunder by any Significant Operating Company or Significant Operating Group.

(k) Tax Shelter Regulations. The Company does not intend to treat the issuance of the Letters of Credit, any Advances or any other transactions contemplated by this Agreement and the other Transaction Documents as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In the event that the Company determines to take any action inconsistent with such intention, the Company will promptly notify the Administrating Bank thereof. The Company acknowledges that one or more of the Agents and/or the Banks may treat the Letters of Credit and any Advances, as the case may be, as part of a transaction that is subject to Treasury Regulation Section 1.6011-4 or Section 301.6112-1, and the Administrating Bank, the other Agents and the Banks, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(b) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws (including, but not limited to, ERISA and environmental laws), rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than (A) the Administrating Bank's or such Bank's employees, authorized agents or representatives or (B) any Person: (1) to (or through) whom the Administrating Bank or such Participating Bank assigns or trans fers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement; (2) with (or through) whom such Participating Bank enters into (or may potentially enter into) any sub-participation, any securitization, any hedge or otherwise, in relation to, or any other transaction under which payments are to be made by reference to, this Agreement; or (3) to whom, and to the extent that, information is required to be disclosed by any Applicable Law, provided, however, that in relation to clause (1) and (2) above, the Person to whom information is to be given has entered into a confidentiality undertaking for the benefit of the Company. Notwithstanding anything herein to the contrary, the Company, the Administrating Bank, the other Agents, each Bank and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind (x) any information with respect to the U.S. federal and state income tax treatment and tax structure of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment or tax structure, which facts shall not include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment, tax structure or facts, and (y) all materials or any kind (including opinions or other tax analyses) relating to such tax treatment, tax structure or facts that are provided to any of the Persons referred to above.

(e) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company or Entergy sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which any such company or any of its respective Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, Entergy, and each Operating Company, a copy of the annual report in the form required for reporting to the SEC for such year for such company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company (A) stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or an Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and (B) setting forth in a true and correct manner, the calculation of the ratio s required by Sections 12(f) and (g) hereof, as of the date of the most recent financial statements accompanying such certificate, to show the Company's compliance with or the status of the financial covenants contained herein; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any such Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

(h) ERISA (i) Comply in all material respects with the applicable provisions of ERISA and (ii) furnish to the Administrating Bank (A) as soon as possible, and in any event within 30 days after any officer of the Company or any ERISA Affiliate knows or has reason to know that any Termination Event (other than one described in clause (v) of such defined term) has occurred that alone or together with any other such Termination Event could reasonably be expected to result in liability of the Company to the PBGC in an aggregate amount exceeding $20,000,000, a statement of an officer setting forth details as to such Termination Event and the action that the Company proposes to take with respect thereto, together with a copy of the notice of such Termination Event, if any, given to the PBGC, (B) promptly after receipt thereof, a copy of any notice the Company or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (o ther than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, and (C) within 10 days after the due date for a filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of an officer setting forth details as to such failure and the action that the Company proposes to take with respect thereto, together with a copy of such notice given to the PBGC.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Sales, etc., of Assets. Except in the ordinary course of business, sell, lease, assign, transfer, or otherwise dispose of or permit any of its Subsidiaries to sell, lease, assign, transfer, or otherwise dispose of the assets of the Company or its Subsidiaries (whether in one transaction or in a series of transactions) provided, however, that (i) the Company may sell and leaseback the undivided interest in Unit 1 as contemplated by the Transaction Documents; (ii) the Company or a Subsidiary thereof may sell and leaseback nuclear fuel under either capitalized or noncapitalized leases; (iii) the Company or a Subsidiary thereof may, as part of an industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, sell, lease or otherwise transfer and leaseback (or repurchase pursuant to a conditional sale or other installment sale contract) such facilities; (iv) the Company or a Subsidiary thereof may sell, assign, transfe r or otherwise dispose of undivided interests in Grand Gulf if such transactions are for the purpose of complying with an order or orders of a governmental body having jurisdiction in the premises or for the purpose of complying with the conditions of any construction permits issued to the Company or a Subsidiary thereof by the Nuclear Regulatory Commission, provided that (A) payment for any such transaction shall be in cash or its equivalent and (B) each co-owner shall have waived any right it might have had to require any participation or division of Grand Gulf during the useful life of Grand Gulf and shall have entered into an agreement with the Company or a Subsidiary thereof for the joint operation of Grand Gulf specifying, among other things, that it will share responsibility for the operating costs of Grand Gulf and that the Company or a Subsidiary thereof shall remain responsible for the operation of Grand Gulf, and provided further that the conditions specified in the foregoing clause (B) shall be deemed modified by any contrary requirements of the Nuclear Regulatory Commission; (v) the Company or a Subsidiary thereof may sell and lease-back assets (up to $500 million in aggregate proceeds received) under either capitalized or noncapitalized leases; and (vi) the Company or a Subsidiary thereof may sell accounts receivable in the ordinary course of business.

(b) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or permit any of its Subsidiaries to do so, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation or merger shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(b)) to perform its obligations hereunder or under any of the other Transaction Documents or Financing Documents, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement, the other Transaction Documents, and the Financing Documents in a writing satisfactory in form and substance to the Required Banks, and (B ) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(c) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents (other than this Agreement and the Collateral Agreements) or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents (other than this Agreement and the Collateral Agreements) or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such Modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior writte n consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of any of the Collateral Agreements or this Section 12(c) without first obtaining the prior written consent of all Participating Banks.

(d) Cessation of Operations. Cease operating Unit 1 if a cheaper source of energy is available unless both (i) the marginal cost of energy at Unit 1 is greater than the cost of purchasing energy from other available sources and (ii) the cessation of operation of Unit 1 would not result, or reasonably be expected to result, in the cessation of allocations of capacity charges under the UPSA or the removal of Unit 1 from the FERC jurisdictional rate base.

(e) Liens. Create, assume or suffer to exist any Lien upon any of its assets, now owned or hereafter acquired, securing any Indebtedness or other obligation except: (i) Liens existing on the date of execution and delivery of this Agreement, (ii) Liens established under the Mortgage, and any successor or general and refunding mortgage so long as provision is made that no further bonds may be issued under any predecessor mortgage except to secure bonds issued under the then current successor or general and refunding mortgage, (iii) Liens contemplated to be granted by the Company or the Owner Trustee pursuant to Section 2.1 of the Indenture, (iv) Liens contemplated to be granted by the Company to the Owner Participant pursuant to the Participation Agreement, (v) Liens securing sale and leaseback transactions permitted under Section 12(a)(v) hereof, (vi) Liens on nuclear fuel securing sale and leaseback transactions involving such nuclear fuel, (vii) assignments of the Capital Funds Agreement permitted by the Supplementary Capital Funds Agreement, (viii) assignments of the Availability Agreement permitted by the Availability Agreement Assignment, (ix) deposits or pledges to secure the payment of workmen's compensation, unemployment insurance, old age pensions or other social security benefits or obligations; (x) mechanics', materialmen's, warehousemen's, carriers' or other like liens arising in the ordinary course of business securing obligations which are not overdue for a period longer than 30 days, or which are being contested by the Company in good faith and as to which adequate reserves shall have been set aside on the books of the Company; (xi) Liens incurred or created in connection with or to secure the performance of bids, tenders, contracts (other than for the payment of money), leases, statutory obligations, surety bonds or appeal bonds, and other liens of like nature incurred or created in the ordinary course of business; (xii) Liens created or incurred in connection w ith industrial development revenue bond financing of pollution control facilities constituting part of Grand Gulf, provided that any proceeds received by the Company as a result of such financing (after deducting any costs and expenses incurred in connection therewith) are applied either to pay or prepay Indebtedness or to pay the construction costs of Grand Gulf; (xiii) purchase money liens on property purchased or acquired, not to exceed in the aggregate the principal amount of $20,000,000, provided that (A) the aggregate of the liens pertaining to such property may not exceed sixty-five percentum (65%) of the cost or fair value, whichever is less, of such property at the time of acquisition, and (B) each such lien shall apply only to such property originally subject thereto plus improvements; (xiv) Liens of financing agencies or other persons providing financing on any part of Grand Gulf which is reacquired by the Company following a default by an owner thereof under any agreement for joint operation of Grand Gulf referred to in Section 12(a)(iv) hereof, (xv) Liens on the UPSA, or the right to receive any payments thereunder, if, but only if, the Administrating Bank shall have a valid and perfected first priority security interest in the UPSA and the rights to receive payment thereunder pro rata and pari passu with any other secured party; and (xvi) Excepted Encumbrances.

(f) Debt Ratio. Permit at any time the Debt Ratio to exceed 0.70 to 1.0.

(g) Fixed Charge Ratio. Permit with respect to each fiscal quarter (determined as of the last day of such fiscal quarter) a Fixed Charge Ratio to be less than 1.50. "Fixed Charge Ratio" with respect to any fiscal quarter shall mean the ratio of (i) the sum of (A) consolidated net income of the Company and its Subsidiaries for the 12-month period ended on the last day of such fiscal quarter plus (or minus) (B) all extraordinary items deducted (or added) in determining said net income plus (C) all income taxes deducted in determining said net income minus (D) income tax credits added in determining said net income plus (E) the sum of (1) all interest expense in respect of Indebtedness of the Company and its Subsidiaries deducted in determining said net income and (2) the interest element of rental payments deducted in determining such net income under operating lease obligations of the Company and its Subsidiaries during such 12-month period as shown in their respective financial statements or notes thereto (the aggregate interest expense and interest element of rental payments described in this clause (E) being referred to as "Interest Expense") to (ii) Interest Expense for such fiscal quarter.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in any of the Collateral Agreements; or

(ii) the Company shall violate any covenant contained in Section 12 hereof, except for violations resulting from an involuntary lien under Section 12(e) hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to make, or cause to be made, after the passage of any applicable grace period, any payment or payments specified in Section 15(i) of any of the Facility Leases; or

(v) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vii) any material provision of this Agreement or any Collateral Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or any Collateral Agreement; or

(viii) (a) the Company or any Subsidiary of the Company shall fail to make any payment of any amount in respect of any Obligations, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(b) any other default under any agreement or instrument relating to any Obligations of the Company or any Subsidiary of the Company, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any such Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(a) and (y) have been accelerated under this clause (viii)(b) shall exceed $10,000,000 in the aggregate;

(c) if any EOL Term Advances or DLE Term Advances are outstanding, Entergy shall fail to make any payment of any amount in respect of any of its Obligations the aggregate principal amount of which is greater than $25,000,000, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(d) if any EOL Term Advances or DLE Term Advances are outstanding, any other default under any agreement or instrument relating to any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(c) and (y) have been accelerated under this clause (viii)(d) shall exceed $25,000,000 in the aggregate; or

(e) any Obligations of the Company or any Subsidiary of the Company the aggregate principal amount of which is greater than $10,000,000, or if any EOL Term Advances or DLE Term Advances are outstanding, any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, in any case shall be declared due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereof) prior to the stated maturity thereof; or

(ix) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, any Significant Operating Company or Significant Operating Group or of a substantial part of its or their property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or group, or for a substantial part of its or their property or assets, or (c) the winding-up or liquidation of the Company or any Significant Operating Company or Significant Operating Group; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(x) the Company or any Significant Operating Company or Significant Operating Group shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ix) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or companies, or for a substantial part of its or their property or assets, (d) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its or their debts as t hey become due or (g) take any action for the purpose of effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $10,000,000 shall be rendered against the Company or any Subsidiary of the Company and shall remain undischarged or unstayed for 30 days and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(xii) within 30 days after the reporting of any Termination Event to the Administrating Bank, the Administrating Bank shall have notified the Company in writing that the Required Banks have made a reasonable determination that, on the basis of such Termination Event, the financial condition of the Company is, or could reasonably be expected to become, materially and adversely affected; or

(xiii) this Agreement or any Collateral Agreement, or any material provision thereof, shall for any reason cease to be, or be asserted by either the Company, Entergy, any Operating Company or any Governmental Authority not to be, a legal, valid and binding obligation of the Company, Entergy or the Operating Companies, enforceable in accordance with its terms; or the security interest or Lien purported to be created by any Collateral Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except Liens not prohibited by Section 12(e) hereof) in the Collateral as defined under each such Collateral Agreement; or

(xiv) Entergy shall cease to own, directly or indirectly, free and clear of all Liens whatsoever, all of the common stock equity and all of the voting stock of any of the Company, EAI, ELI, EMI or ENOI (other than (a) non-voting preferred stock which has or may have only limited voting rights upon the occurrence of any default or other contingency and (b) voting preferred stock of any such Person having not more than 30% of the total voting power of all voting capital stock of such Person).

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, (I) the obligations or ability of the Company, Entergy, any Operating Company, any Owner Trustee, the Indenture Trustee, any Owner Participant, the Funding Corporation, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents or (II) the value of the Collateral Agreements or the Lease Indenture Estate, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reason able period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare the Advances and all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon the Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral (as such term is defined in each Collateral Agreement), in addition to the other rights and remedies provided for herein and in the Collateral Agreements or otherwise available to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (ix) or clause (x) above, with respect to the Company, (A) the obligations of the Participating Banks to make Advances shall automatically be terminated, and (B) the Advances and all other principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or for the repayment of Advances or the payment of interest on such drawings or Advances, or reduce the rate of interest on any unreimbursed drawings or Advances, (ii) change the Participation Percentage of any Participating Bank or the fees provi ded for in Section 3 hereof (other than fees payable to the Administrating Bank or the Funding Bank pursuant to the Fee Letter), (iii) waive, modify or eliminate any of the conditions specified in Section 7(f) or 7(g), (iv) reduce the principal of, or interest on, the Advances, any amount reimbursable on demand pursuant to Section 2(a), or any fees or other amounts payable hereunder, (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(c)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks" or (vi) release any Collateral (as such term is defined in each Collateral Agreement) (except for any such release expressly permitted under any Collateral Agreement) or change any provision of any Collateral Agreement providing for the release of Collateral, in each case without the p rior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisions of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank, or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement or any Collateral Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Participating Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank, each other Agent and the Funding Bank in connection with the preparation, negotiation, syndication, execution, delivery, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and the Collateral Agreements, and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimburseme nt Event of Default or Prepayment Event or any waiver or amendment of, or the enforcement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by the Administrating Bank or such Bank (as the case may be). Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable b y the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank, each other Agent and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank, such other Agent or such Bank may reasonably incur (or which may be claimed against the Administrating Bank, such other Agent or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made , not misleading; (b) by reason of or in connection with the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank, any other Agent or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the other Agents, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 2(1) and Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Sections 2(1), 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld and, in the case of the Company, shall not be required if a Reimbursement Default has occurred and is continuing), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be enti tled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participating Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 (or, if less, the aggregate amount of the transferring Participating Bank's obligations hereunder) and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for the accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel. Neither the Syndication Agent nor the Documentation Agent shall have any duties or obligations in such capacity under any of the Transaction Documents.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary thereof or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Termination of Availability Agreement Assignment. The parties hereto agree that the Availability Agreement Assignment shall be terminated upon the earlier of (a) the release or termination of each other collateral assignment of the Availability Agreement entered into by the Company and each Operating Company (other than any collateral assignment that relates to the Original Reimbursement Agreement or any amendment or restatement thereof) and (b) the indefeasible repayment in full of all Indebtedness of the Company (other than Indebtedness under this Agreement) secured by each such other collateral assignment of the Availability Agreement.

SECTION 27.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 28.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Admini strating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 29.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

SECTION 30.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.

By

Name:
Title:

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

BANC ONE CAPITAL MARKETS, INC.,
as Documentation Agent

By

Name:
Title:

Address for Notice:

Bank One, NA
1 Bank One Plaza, Suite IL1-0367
Chicago, Illinois 60670
Telecopy: (312) 325-3020
Attn: Madeleine Pember

PARTICIPATING BANKS

$39,687,142.65/20.0378%
UNION BANK OF CALIFORNIA, N.A.,

as Administrating Bank, as Funding Bank and as a Participating Bank

By

Name:
Title:

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

$24,687,142.64/12.4644%
BANK ONE, NA (MAIN OFFICE-CHICAGO), as a Participating Bank

By

Name:
Title:

Address for Notice:

Bank One, NA
1 Bank One Plaza
Chicago, Illinois 60670
Telecopy: (312) 325-3020
Attn: Madeleine Pember

Address for Payments:

Bank One, NA
Chicago, IL
ABA # 071000013
Acct # 4811-5286-0000
Acct Name LS2 OSD Money Transfers Incoming
Ref: System Energy Resources

$24,687,142.64/12.4644%
KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent and as a Participating Bank

By

Name:
Title:

Address for Notice:

KeyBank National Association
Energy Group
127 Public Square
Cleveland, Ohio 44114-1306
Telecopy: 216-689-3443
Attn.: Sherrie Manson

Address for Payments:

KeyBank National Association
Cleveland, Ohio
ABA # 041-001-039
Acct # 1140228209035
Acct Name KCIB Loan Services

$23,000,000.00/11.6126%
BNP PARIBAS, as a Participating Bank

By

Name:
Title:

By

Name:
Title:

Address for Notice:

BNP Paribas
787 Seventh Avenue
New York, New York 10019
Telecopy: (212) 841-2555
Attn: Manoj Khatri

Address for Payments:

BNP Paribas
New York, NY
ABA # 026-007-689
Acct # 103-130-00103
Acct Name Loan Servicing Clearing Account
Ref: System Energy Resources, Inc.

$23,000,000.00/11.6126%
MIZUHO CORPORATE BANK, LTD.,

as a Participating Bank

By

Name: Jun Shimmachi
Title: Vice President

Address for Notice:

Mizuho Corporate Bank, Ltd.
1251 Avenue of the Americas
New York, NY  10020
Telecopy: (212) 282-4488
Attn: Nelson Chang

Address for Payments:

Mizuho Corporate Bank, Ltd.
ABA # 026004307
Acct # H79-740-222205
Attn: Judy Kwong - LAU
Ref: System Energy Resources, Inc.

$23,000,000.00/11.6126%
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Participating Bank

By

Name:
Title:

Address for Notice:

Wachovia Bank, National Association
201 S. College Street OP-9
Charlotte, North Carolina 28288-1183
Telecopy: (704) 714-0097
Attn: Cynthia Rawson

Address for Payments:

Wachovia Bank, National Association
Charlotte, North Carolina 28288
ABA # 053000219
Acct # 01459168118011
Acct Name Utilities
Attn: Cynthia Rawson

$20,000,000.00/10.0978%
THE BANK OF NOVA SCOTIA, as a Participating Bank

By

Name:
Title:

Address for Notice:

The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Telecopy: (212) 225-5480
Attn: Paul Farrell

Address for Payments:

The Bank of Nova Scotia
New York Agency
ABA # 026002532
Credit NYATL Acct # 2309165CORBK77
Ref: System Energy Resources

$20,000,000.00/10.0978%
UFJ BANK LIMITED, NEW YORK BRANCH, as a Participating Bank

By

Name: John T. Feeney
Title: Vice President

Address for Notice:

UFJ Bank Limited
New York Branch
55 East 52^nd Street
New York, New York 10055
Telecopy:(212) 754-1304
Attn: John T. Feeney

Address for Payments:

Federal Reserve Bank of New York
ABA # 026009823
Acct # 99315
Acct Name UFJ Bank - New York
Ref: System Energy Resources, Inc.

EXHIBIT A

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

No. [ ]

December __, 2003

[Owner Participant]

[Address]

(the "Owner Participant")

Attn: [ ]

Dear Sirs:

1. We hereby establish, at the request of System Energy Resources, Inc. (the "Company"), in your favor, our Irrevocable Transferable Letter of Credit No. ___________ (the "Letter of Credit"), in an amount not to exceed [$36,515,236.09][$161,546,191.84] (as such amount may be reduced pursuant to the terms hereof, the "Maximum Credit Amount"), effective immediately and expiring on the Termination Date. Capitalized terms used herein and in Schedules II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto shall have the meanings set forth in Schedule I hereto. This Letter of Credit is issued in connection with the leasing of an undivided interest in Unit No. 1 of the Grand Gulf Nuclear Station to the Company pursuant to a Facility Lease, dated as of December 1, 1988, as supplemented by Lease Supplement No. 1, dated as of April 1, 1989, and Lease Supplement No. 2, dated as of January 1, 1994 (collectively, the "< I>Facility Lease"), among the Company and the Owner Trustee under a trust agreement with you.

2. The Maximum Credit Amount may be reduced at any time and from time to time upon receipt by us at the address for presentation of documents set forth below of a copy of the instrument effecting such reduction, signed by the Company and by you in the form of Exhibit 1 hereto (a "Reduction Certificate"). Upon receipt of such certificate, the Maximum Credit Amount shall be automatically and permanently reduced by the amount specified as the Reduction Amount in such Reduction Certificate (the "Reduction Amount").

3. We hereby irrevocably authorize you to draw on us, in accordance with the terms and conditions hereinafter set forth, an amount not in excess of the least of (x) the Maximum Drawing Amount applicable to the date of such drawing (the "Date of Drawing"), as modified in accordance with the next paragraph and (y) the Maximum Available Credit Amount applicable to the Date of Drawing, as modified in accordance with the next paragraph and (z) in the case of a Partial Draw, the Partial Drawing Amount applicable to the Date of Drawing; provided, however, that at no time shall we be required to pay any drawing under this Letter of Credit in excess of the lesser of the Maximum Available Credit Amount and the Maximum Drawing Amount, in each case as in effect on the applicable Date of Drawing.

4. The Maximum Drawing Amounts and the Maximum Available Credit Amount shall be modified from time to time as follows:

(a) upon receipt by us of a Reduction Certificate, the Maximum Available Credit Amount shall be permanently reduced by the Reduction Amount set forth in such Reduction Certificate;

(b) upon payment by us of each Partial Draw (as hereinafter defined) under the Letter of Credit, (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such payment shall be automatically reduced by an amount equal to the amount of the drawing so paid and (ii) the Maximum Available Credit Amount shall be automatically reduced by an amount equal to the amount of the drawing so paid;

(c)  upon the application by us of amounts paid by the Company pursuant to Section 2 of the Reimbursement Agreement to reimburse any Partial Draw hereunder (as such application is allocated in accordance with Section 2(d) of the Reimbursement Agreement), (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such application shall be automatically increased by the amount of such payment(s) allocated as a reimbursement of drawings hereunder and (ii) the Maximum Available Credit Amount shall be automatically increased by the amount of such payment(s) allocated as a reimbursement of drawings hereunder; provided, however, that the Maximum Available Credit Amount shall never exceed the Maximum Credit Amount;

(d) upon the payment by us of any Final Draw (as hereinafter defined) under the Letter of Credit, (i) the Maximum Drawing Amount applicable to each Date of Drawing subsequent to such payment shall be automatically reduced to zero and (ii) the Maximum Available Credit Amount shall be automatically reduced to zero; and

(e) if adjustments are made to Casualty Values, corresponding adjustments shall be made to the Maximum Drawing Amounts shown in Schedule II (as theretofore reduced pursuant to clause (b) above and, if applicable, reinstated pursuant to clause (c) above), provided that adjustments pursuant to this clause (e) shall be effective automatically upon receipt by us of a notice from you in the form of Exhibit 2 hereto, and provided further that such adjustments shall in no event cause the Maximum Drawing Amount to exceed the Maximum Credit Amount.

5. Upon return of this Letter of Credit together with a notice in the form of Exhibit 2 hereto, we will promptly initial and attach to this Letter of Credit a revised Schedule II reflecting the adjustments contained in such notice and return this Letter of Credit to you with such revised Schedule attached.

6. Upon the application by us of amounts paid by the Company pursuant to Section 2 of the Reimbursement Agreement to reimburse any Partial Draw hereunder, we will give you prompt (and in any event within three Business Days of such application) written notice of such application and the amount thereof. Such notice shall be given in accordance with the provisions set forth in the eighth paragraph of this Letter of Credit.

7. Funds under this Letter of Credit are available to you either (a) against presentation as set forth herein on or prior to the earlier of (x) May 30, 2007 and (y) the Termination Date and provided there has not been a Final Draw and provided a written notice indicating the Date of Early Termination (as hereinafter defined) has not been delivered to you, of (i) your draft in the form of Exhibit 3 attached hereto and (ii) a completed certificate signed by you in the form of Exhibit 4 attached hereto (a "Partial Draw") or (b) against presentation on or prior to the Termination Date of (i) your draft in the form of Exhibit 3 attached hereto and (ii) a completed certificate signed by you in the form of Exhibit 5 attached hereto (a "Final Draw"). Each of a Partial Draw and a Final Draw are sometimes referred to herein as a "Draw". Each such draft and certificate shall be dated the date of presentation and shall be pr esented either (i) by personal delivery at our office located at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit (or at any other office in Monterey Park or Los Angeles, California which may be designated by us by written notice (given in the manner set forth in the next paragraph) delivered to you at least 15 days prior to the applicable Date of Drawing) or (ii) by telecopy at (323) 720-2773 (or at any other telecopy number in Monterey Park or Los Angeles, California which may be designated by us by written notice (given in the manner set forth in the next paragraph) delivered to you at least 15 days prior to the applicable Date of Drawing). If presentation is by telecopy, promptly thereafter, but not as a condition to a draw, you shall forward such draft and certificate to us at the location specified in or pursuant to (i) above. We agree, so long as this Letter of Credit is in effect, that we will maintain an office in the city of Monterey Park or Los A ngeles, California where such presentation may be made. If we receive such draft and certificate by personal delivery or by telecopy at such office, all in strict conformity with the terms and conditions of this Letter of Credit, prior to 10:00 a.m. (Los Angeles time) on any Business Day, we will honor the draft on the same Business Day by remitting the proceeds thereof to you at your account no. ___________, at [name of bank]. If we receive such draft and certificate by personal delivery or by telecopy at such office, all in strict conformity with the terms and conditions of this Letter of Credit, on or after 10:00 a.m. (Los Angeles time) on any Business Day, we will honor the draft on the next Business Day by wire transfer of federal funds to your account with any bank located in the United States of America or by deposit of immediately available funds into a designated account that you maintain with us. Upon receipt of a draft and certificate which are not in strict conformity with the terms and condit ions of this Letter of Credit, we will promptly (and in any event within three Business Days of such receipt) notify you of such nonconformity and the reason therefor; provided that our failure to so notify you of such nonconformity or the reason therefor shall not amend, modify, extend or otherwise affect your rights hereunder and shall not create any additional rights hereunder; provided further that, notwithstanding the generality of the foregoing, any such failure shall not have the effect of extending the time during which you may draw hereunder or converting such nonconforming draft and certificate into a draft and certificate in strict conformity with the terms and conditions of this Letter of Credit.

8. Notwithstanding any other provision of this Letter of Credit, we shall have the right, upon the occurrence of any of the events listed in Schedule III hereto, to terminate this Letter of Credit by delivering to you a written notice indicating the date of such termination (the "Date of Early Termination"); provided that on or before the Date of Early Termination you will have the right to draw once an amount not in excess of the lesser of (i) the Maximum Available Credit Amount and (ii) the Maximum Drawing Amount, in each case as in effect on such date in accordance with the procedures described herein; provided further, that upon delivery of such written notice to you indicating the Date of Early Termination, your right to make a Partial Draw hereunder shall automatically terminate. The written notice referred to in the preceding sentence shall be given by telex or facsimile transmission addressed to you at [Name], [Address], Telecopy: _________ __, Attention: ___________ (or to such other address or telex number designated by you by written notice delivered to us at least 15 days prior to the notice of early termination) and shall be effective upon receipt of the appropriate answerback or confirmation by you of your receipt of the facsimile transmission or, if no such answerback or confirmation is given, the end of the Business Day on which actual transmission is made to the address above. We will also forward copies of such notice by overnight delivery service (with a request to such delivery service that they obtain a receipt from such addressee (to the extent that such a receipt service is then available, it being understood that the failure of such delivery service to actually obtain such a receipt shall not be the responsibility of the Funding Bank and the Funding Bank shall bear no liability for such failure)) and registered mail (return receipt requested) to the address set forth above. The Date of Early Termination specified in such writt en notice shall be:

(a) in the case of events specified in paragraphs (i), (ix) and (x) of Schedule III, not earlier than ten days after such notice is effective, or, if the tenth day is not a Business Day, the next following Business Day, and

(b) in the case of all other events specified in Schedule III, not earlier than 30 days after such notice is effective.

You have no obligation upon the receipt of such written notice indicating the Date of Early Termination to investigate or otherwise question whether any of the events specified in Schedule III has occurred and the fact that such an event shall not have occurred shall not in any way affect your right to draw hereunder upon the receipt of such written notice.

9. Except as set forth below, this Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits (revision effective January 1, 1994), International Chamber of Commerce Publication No. 500, and, as to matters not covered therein, be governed by the laws of the State of New York, including without limitation the Uniform Commercial Code as in effect in such State. Unless you are otherwise notified in writing, communications to us with respect to this Letter of Credit shall be in writing and shall be addressed to us at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit, and shall specifically refer to the number of this Letter of Credit.

10. This Letter of Credit may be transferred and assigned in its entirety more than once. Upon receipt by us at the address for presentation of documents set forth above of a copy of the instrument effecting such transfer and assignment, signed by the transferor and by the transferee, in the form of Exhibit 6 hereto then, in such case, we will, upon surrender of this Letter of Credit, issue an irrevocable transferable letter of credit in the name of the transferee and providing for notices to be sent to the transferee at the address set forth therein and in all other respects identical to this Letter of Credit and the transferee, instead of the transferor, shall, without necessity of further act, be entitled to all the benefits of, and rights under, this Letter of Credit in the transferor's place.

11. Any drawing under this Letter of Credit will be paid from our general funds and not directly or indirectly from funds or collateral deposited with or for our account by the Company, or pledged with or for our account by the Company and we will seek reimbursement for payments made pursuant to a drawing under this Letter of Credit only after such payments have been made.

12. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein, except only Schedules I, II and III and Exhibits 1, 2, 3, 4, 5, 6 and 7 hereto and the notices referred to herein; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as set forth above.

13. We (a) hereby irrevocably submit for ourself and our property to the nonexclusive jurisdiction of the courts of the State of New York in New York County, and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Letter of Credit brought by the account party or the beneficiary hereof or their successors or assigns, and

(b) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Letter of Credit, or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts. We generally consent to service of process by registered mail, return receipt requested, addressed to us at 1980 Saturn Street, Monterey Park, California 91754-7417, Attention: Standby Letter of Credit Unit, or such other office in the State of California as from time to time may be designated by us in writing to the account party and the beneficiary hereof, or their successors or assigns, as the case may be.

Very truly yours,
UNION BANK OF CALIFORNIA, N.A.

By__________________________
Name:
Title:

EXHIBIT 1

[Date]

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

We hereby request that the Maximum Credit Amount be reduced by $_________ (the "Reduction Amount").

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

SYSTEM ENERGY RESOURCES, INC.

By_____________________________
Title:

[OWNER PARTICIPANT]

By_____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 2

[Date]

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. _________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

The undersigned, a duly authorized representative of the Owner Participant, hereby certifies that Casualty Values have been adjusted in accordance with the provisions of the Transaction Documents and the amounts shown on Schedule II to the Letter of Credit should be modified, in accordance with the terms of clause (e) of the fourth paragraph of the Letter of Credit, to the amounts shown in Appendix A hereto.

The Letter of Credit is returned herewith and we request that you initial and return the Letter of Credit with the revised Schedule II attached.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

[OWNER PARTICIPANT]

By_____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 3

[Place]

[Date]

ON [Business Day of presentation if presented before 10:00 a.m. (Los Angeles, California time); next Business Day if presented at or after 10:00 a.m.]

                        PAY TO                                                                             U.S. $[not to exceed least of
                        [Name of beneficiary]                                                          (i) the Maximum Available Credit
                                                                                                                   Amount and (ii) the Maximum Drawing Amount
                                                                                                                   and (iii) in the case of a Partial Draw, the Partial
                                                                                                                   Drawing Amount] DOLLARS,

                        [Insert wire instructions]

FOR VALUE RECEIVED AND CHARGE TO ACCOUNT OF LETTER OF CREDIT NO. _____________ OF

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

[OWNER PARTICIPANT]

By___________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 4

CERTIFICATE FOR A PARTIAL DRAW

The undersigned, a duly authorized representative of [name of Owner Participant] (the "Owner Participant"), as beneficiary under that certain Irrevocable Transferable Letter of Credit No. __________ dated [the Date of Issuance], established by Union Bank of California, N.A. (the "Funding Bank"), and issued pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of December __, 2003 (the "Reimbursement Agreement"), among System Energy Resources, Inc., Union Bank of California, N.A., as Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks (the "Letter of Credit"), hereby certifies as follows:

1. A Partial Drawing Event has occurred and is continuing.

2. The Owner Participant has not heretofore made a Final Draw under the Letter of Credit. The Owner Participant has not heretofore received notice of a Date of Early Termination.

3. The amount of the accompanying draft does not exceed the least of (i) the Maximum Available Credit Amount on the date hereof, as determined in accordance with the terms of the Letter of Credit, and (ii) the Maximum Drawing Amount available under the Letter of Credit on the date hereof, as determined in accordance with the terms of the Letter of Credit, and (iii) the Partial Drawing Amount for such Partial Drawing Event.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ________________, 200__.

[OWNER PARTICIPANT]

By____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 5

CERTIFICATE FOR A FINAL DRAW

The undersigned, a duly authorized representative of [name of Owner Participant] (the "Owner Participant"), as beneficiary under that certain Irrevocable Transferable Letter of Credit No. _____________ dated [the Date of Issuance] established by Union Bank of California, N.A. (the "Funding Bank"), and issued pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of December __, 2003 (the "Reimbursement Agreement"), among System Energy Resources, Inc., Union Bank of California, N.A., as Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks (the "Letter of Credit"), hereby certifies as follows:

1. [Insert one of the following: A Deemed Loss Event (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ An Event of Loss (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ An Event of Default (as defined in Schedule I to the Letter of Credit) has occurred and is continuing./ Notice has been given by the Funding Bank of a Date of Early Termination and such Date of Early Termination is on or after the date hereof.]

2. The Owner Participant has not heretofore made a Final Draw under the Letter of Credit.

3. The amount of the accompanying draft does not exceed the lesser of (i) the Maximum Available Credit Amount on the date hereof and (ii) the Maximum Drawing Amount available under the Letter of Credit on the date hereof, each as determined in accordance with the terms of the Letter of Credit.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________, 200__.

[OWNER PARTICIPANT]

By____________________________
[Name and Title of Authorized
Representative of Owner Participant]

EXHIBIT 6

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. __________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Transferor").

The Transferor has transferred and assigned (and hereby confirms to you said transfer and assignment) all of its rights in and under the Letter of Credit to [name of Transferee] (the "Transferee") and confirms that the Transferor no longer has any rights under or interest in the Letter of Credit.

The Letter of Credit is returned herewith and we request that you issue an irrevocable transferable letter of credit in the name of the Transferee and providing for notices to be sent to the Transferee at the address set forth below and in all other respects identical to the Letter of Credit.

Transferee hereby certifies that it is a duly authorized transferee under the terms of the Letter of Credit and is accordingly entitled, upon presentation of the drafts and certificates called for therein, to receive payment thereunder. Notices under the Letter of Credit should be sent to us as follows: [Name], [Address], [Telex Number], Attention:    , [Answerback].

                                                                                                                        [NAME OF TRANSFEROR]

By_________________________
[Name and Title of Authorized
Representative of Transferor]

[NAME OF TRANSFEREE]

By_________________________
[Name and Title of Authorized
Representative of Transferee]

EXHIBIT 7

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754-7417

Attention: Standby Letter of Credit Unit

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ___________ dated [Date of Issuance] (the "Letter of Credit"), which has been established by you in favor of [name of Owner Participant] (the "Owner Participant").

The undersigned, a duly authorized representative of the Owner Participant, hereby surrenders the Letter of Credit for immediate cancellation. The Letter of Credit is returned herewith and we request that you cancel the Letter of Credit as of the date hereof.

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

[OWNER PARTICIPANT]

By________________________
[Name and Title of Authorized
Representative of Owner Participant]

SCHEDULE I

The following terms shall have the following meanings for purposes of the Letter of Credit and the Schedules and Exhibits thereto. Terms defined in the Letter of Credit shall have the meanings given to them therein. Terms defined by reference to the Participation Agreement shall have the meanings assigned to them therein from time to time.

"Administrating Bank" means Union Bank of California, N.A., a national banking association.

"Availability Agreement" means the Availability Agreement, dated as of June 21, 1974, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Availability Agreement Assignment" means the Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among the Company, EAI, ELI, EMI, ENOI, and the Administrating Bank, substantially in the form of Exhibit I to the Reimbursement Agreement, and as amended from time to time.

"Applicable Law" has the meaning assigned to it in the Participation Agreement.

"Bank" means the Funding Bank or any Participating Bank.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York or Los Angeles, California are authorized or required by law to close.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral Agreements" means the Supplementary Capital Funds Agreement, the Availability Agreement and the Availability Agreement Assignment.

"Date of Issuance" means December 22, 2003.

"Date of Early Termination" has the meaning assigned to it in the eighth paragraph of the Letter of Credit.

"Deemed Loss Event" has the meaning specified in the Participation Agreement.

"DLE Term Advance" has the meaning assigned to it in Section 1 of the Reimbursement Agreement.

"EAI" means Entergy Arkansas Inc., an Arkansas corporation.

"ELI" means Entergy Louisiana, Inc., a Louisiana corporation.

"EMI" means Entergy Mississippi, Inc., a Mississippi corporation.

"ENOI" means Entergy New Orleans, Inc., a Louisiana corporation.

"Entergy" means Entergy Corporation, a Delaware corporation.

"EOL Term Advance" has the meaning assigned to it in Section 1 of the Reimbursement Agreement.

"ERISA" has the meaning assigned to it in the Participation Agreement.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is a member of a group of which the Company is a member and which is treated as a single employer under Section 414 of the Code.

"Event of Default" has the meaning assigned to it in the Facility Lease.

"Event of Loss" has the meaning specified in the Participation Agreement.

"Facility Lease" has the meaning assigned to it in the Participation Agreement.

"Fee Letter" means the letter agreement, dated December 22, 2003, among the Company, the Administrating Bank and the Funding Bank, as the same may be amended, supplemented or otherwise modified from time to time.

"Funding Bank" means Union Bank of California, N.A., a national banking association.

"Funding Corporation" has the meaning assigned to it in the Participation Agreement.

"Governmental Action" has the meaning assigned to it in the Participation Agreement..

"Governmental Authority" has the meaning assigned to it in the Participation Agreement.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indebtedness" of any Person means at any date, without duplication, the following items to the extent required under generally accepted accounting principles to be disclosed in such Person's financial statements (including the notes thereto): (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (iii) all obligations of such Person upon which interest charges are customarily paid; (iv) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee; (v) all obligations under the Facility Leases (regardless of treatment in the financial statements or notes thereto); (vi) all obligations with respect to any sale and leaseback transaction permitted under Section 12(a)(v) of the Reimbursement Agreement (regardless of treatment in the financial statements or notes thereto); (vii) liabilities in respect of unfunded vested benefits under Plans; (viii) Withdrawal Liability incurred under ERISA by such Person or any of its affiliates to any Multiemployer Plan; (ix) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments; (x) the book value of any asset of such Person upon which a Lien is imposed for the purpose of securing Indebtedness of others; (xi) all obligations, contingent or otherwise, of such Person in connection with interest rate protection agreements or other similar instruments, including currency swaps; (xii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of def ault are limited to repossession or sale of such property); (xiii) all Indebtedness of any partnership of which such Person is a general partner; and (xiv) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that the liabilities in clauses (vii) and (viii) above will only be counted as "Indebtedness" to the extent that they are required to be capitalized on the balance sheet of such Person under generally accepted accounting principles.

"Indenture" has the meaning assigned to it in the Participation Agreement.

"Indenture Trustee" has the meaning assigned to it in the Participation Agreement.

"Lease Indenture Estate" has the meaning assigned to it in the Participation Agreement.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of the Reimbursement Agreement and the Letter of Credit, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" shall mean an amount equal to the Maximum Credit Amount, as such amount may be modified from time to time in accordance with the fourth paragraph of the Letter of Credit.

"Maximum Drawing Amount" means, with respect to a Date of Drawing, the amount shown opposite the period including such Date of Drawing in the Table of Maximum Drawing Amounts attached as Schedule II to the Letter of Credit, as such amounts may be modified from time to time in accordance with the fourth paragraph of the Letter of Credit (collectively, the "Maximum Drawing Amounts").

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) or Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Notes" has the meaning assigned to it in the Participation Agreement.

"Obligations" means, with regard to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person with respect to deposits or advances of any kind, or for the deferred purchase price of property or services, (iii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iv) all obligations of such Person upon which interest charges are customarily paid, (v) all obligations under leases relating to any sale and leaseback transaction permitted under Section 12(a)(v) of the Reimbursement Agreement, (vi) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (vii) reimbursement obligations of such Person in respect of letters of credit, bankers acceptances, surety or other bonds and similar instruments, and (viii ) obligations of such Person under direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above; provided, however, that obligations under clause (ii), (vii), or (viii) above shall not be included in this definition to the extent that such obligations are being contested by such Person in good faith and in an appropriate manner.

"Operating Companies" means EAI, EMI, ELI and ENOI, each being an "Operating Company".

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation, and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning assigned to it in the Participation Agreement.

"Partial Draw" has the meaning assigned to it in the seventh paragraph of the Letter of Credit.

"Partial Drawing Amount" means, with respect to any Partial Drawing Event, an amount not exceeding the amount of Rent due and unpaid the non-payment of which gave rise to such Partial Drawing Event.

"Partial Drawing Event" means an Event of Default under Section 15(i) of the Facility Lease.

"Participant" has the meaning assigned to it in Section 23(a) of the Reimbursement Agreement.

"Participating Banks" means the banks, other than Union Bank of California, N.A. solely in its role as administrating bank, whose names are listed on the signature pages of the Reimbursement Agreement under the heading "Participating Banks", and any other financial institution that shall have become a party to the Reimbursement Agreement pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b) of the Reimbursement Agreement, each being a "Participating Bank".

"Participation Agreement" means the Participation Agreement, dated as of December 1, 1988, among the Owner Participant, the Funding Corporation, the banks named therein as Original Loan Participants, Meridian Trust Company and Stephen M. Carta in their individual capacities and as Owner Trustee, Deutsche Bank Trust Company Americas (successor to Bankers Trust Company) and Stanley Burg, in their individual capacities and as Indenture Trustee, and the Company.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 to the Reimbursement Agreement or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b) of the Reimbursement Agreement, the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any entity succeeding to any or all of its functions under ERISA.

"Person" has the meaning assigned to it in the Participation Agreement.

"Plan" means any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code and which is maintained for employees of the Company or any ERISA Affiliate.

"Reimbursement Agreement" means the Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among the Company, the Administrating Bank, the Funding Bank, Banc One Capital Markets, Inc., as Documentation Agent, KeyBank National Association, as Syndication Agent, and the banks named therein as Participating Banks, as the same may from time to time be amended, supplemented or modified.

"Rent" has the meaning assigned to it in the Participation Agreement.

"Reportable Event" means any reportable event as defined in Section 4043(b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"Significant Operating Company" means an Operating Company whose entitlement percentage under the UPSA exceeds 20%.

"Significant Operating Group" means any two or more Operating Companies whose entitlement percentage under the UPSA exceeds 20% in the aggregate.

"Stated Expiration Date" means May 30, 2007.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Supplementary Capital Funds Agreement" means the Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy, the Company and the Administrating Bank, substantially in the form of Exhibit H to the Reimbursement Agreement, and as amended from time to time.

"Termination Date" means the earliest of (i) 10:00 a.m., New York time, on the Date of Early Termination, (ii) 5:00 p.m. (New York time) on the date on which the Owner Participant surrenders the Letter of Credit for cancellation to the Bank with a notice in the form of Exhibit 7 to the Letter of Credit, (iii) 5:00 p.m. (New York time) on the date on which the Bank pays a Final Draw, and (iv) either (x) if a draft and certificate, all in strict conformity with the terms and conditions of the Letter of Credit, are presented after 10:00 a.m. but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (y) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Termination Event" means (i) a Reportable Event or (ii) the withdrawal of the Company or an ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition which is reasonably expected to constitute grounds for the imposition of a lien in favor of a Plan for the termination of, or the appointment of a trustee to administer, a Plan under Section 4042 of ERISA.

"Transaction Documents" means the Reimbursement Agreement, the Participation Agreement, the Indenture, the Notes, the Facility Lease, the Letter of Credit, the Fee Letter and the Collateral Agreements.

"Unit 1" has the meaning assigned to it in the Participation Agreement.

"UPSA" means the Unit Power Sales Agreement, dated as of June 10, 1982, among the Company and the Operating Companies, as amended heretofore and as amended from time to time.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SCHEDULE II

Table of Maximum Drawing Amounts

Applicable Period	RCMC I, Inc.	Textron Financial Corporation	Total
From December 22, 2003 to and including January 15, 2004	$158,136,888.84	$36,199,589.80	$194,336,478.64
From January 16, 2004 to and including July 15, 2004	$159,473,928.66	$36,344,542.95	$195,818,471.61
From July 16, 2004 to and including January 15, 2005	$159,476,544.74	$36,515,236.09	$195,991,780.83
From January 16, 2005 to and including July 15, 2005	$159,597,658.86	$36,453,795.29	$196,051,454.15
From July 16, 2005 to and including January 15, 2006	$161,546,191.84	$35,580,460.73	$197,126,652.57
From January 16, 2006 to and including July 15, 2006	$153,817,210.32	$34,692,157.31	$188,509,367.63
From July 16, 2006 to and including January 15, 2007	$155,915,634.88	$35,033,434.72	$191,049,069.60
From January 16, 2007 to and including May 30, 2007	$147,841,136.44	$33,307,429.80	$181,148,566.24

SCHEDULE III

The Bank shall have the right upon the occurrence of any of the events listed below to terminate the Letter of Credit in accordance with the terms of the Letter of Credit.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 of the Reimbursement Agreement, (b) fail to pay any amount payable under Section 3 of the Reimbursement Agreement within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in any of the Collateral Agreements; or

(ii) the Company shall violate any covenant contained in Section 12 of the Reimbursement Agreement, except for violations resulting from an involuntary lien under Section 12(e) of the Reimbursement Agreement; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) of the Reimbursement Agreement; or

(iv) the Company shall fail to make, or cause to be made, after the passage of any applicable grace period, any payment or payments specified in Section 15(i) of any of the Facility Leases; or

(v) the Company shall fail to observe or perform any covenant or agreement contained in the Reimbursement Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(vi) any representation, warranty, certification or statement made by the Company in the Reimbursement Agreement or in any certificate, financial statement or other document delivered pursuant to the Reimbursement Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vii) any material provision of the Reimbursement Agreement or any Collateral Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under the Reimbursement Agreement or any Collateral Agreement; or

(viii) (a) the Company or any Subsidiary of the Company shall fail to make any payment of any amount in respect of any Obligations, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(b) any other default under any agreement or instrument relating to any Obligations of the Company or any Subsidiary of the Company, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any such Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(a) and (y) have been accelerated under this clause (viii)(b) shall exceed $10,000,000 in the aggregate;

(c) if any EOL Term Advances or DLE Term Advances are outstanding, Entergy shall fail to make any payment of any amount in respect of any of its Obligations the aggregate principal amount of which is greater than $25,000,000, or to make any payment of any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument relating to such Obligations;

(d) if any EOL Term Advances or DLE Term Advances are outstanding, any other default under any agreement or instrument relating to any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate (other than by a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereto) the maturity of any Obligations and if the total of all such Obligations which (x) have become due and not been paid under clause (viii)(c) and (y) have been accelerated under this clause (viii)(d) shall exceed $25,000,000 in the aggregate; or

(e) any Obligations of the Company or any Subsidiary of the Company the aggregate principal amount of which is greater than $10,000,000, or if any EOL Term Advances or DLE Term Advances are outstanding, any Obligations of Entergy the aggregate principal amount of which is greater than $25,000,000, in any case shall be declared due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment or a specified mandatory redemption provision in connection with pollution control bonds unrelated to any default or event of default with respect thereof) prior to the stated maturity thereof; or

(ix) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company, any Significant Operating Company or Significant Operating Group or of a substantial part of its or their property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or group, or for a substantial part of its or their property or assets, or (c) the winding-up or liquidation of the Company or any Significant Operating Company or Significant Operating Group; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(x) the Company or any Significant Operating Company or Significant Operating Group shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ix) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such company or companies, or for a substantial part of its or their property or assets, (d) file an answer admitting the material allegations of a petition filed against it or them in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its or their debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(xi) any judgment or order for the payment of money exceeding any applicable insurance coverage by more than $10,000,000 shall be rendered against the Company or any Subsidiary of the Company and shall remain undischarged or unstayed for 30 days and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(xii) within 30 days after the reporting of any Termination Event to the Administrating Bank, the Administrating Bank shall have notified the Company in writing that the Required Banks have made a reasonable determination that, on the basis of such Termination Event, the financial condition of the Company is, or could reasonably be expected to become, materially and adversely affected; or

(xiii) the Reimbursement Agreement or any Collateral Agreement, or any material provision thereof, shall for any reason cease to be, or be asserted by either the Company, Entergy, any Operating Company or any Governmental Authority not to be, a legal, valid and binding obligation of the Company, Entergy or the Operating Companies, enforceable in accordance with its terms; or the security interest or Lien purported to be created by any Collateral Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except Liens not prohibited by Section 12(e) of the Reimbursement Agreement) in the Collateral as defined under each such Collateral Agreement; or

(xiv) Entergy shall cease to own, directly or indirectly, free and clear of all Liens whatsoever, all of the common stock equity and all of the voting stock of any of the Company, EAI, ELI, EMI or ENOI (other than (a) non-voting preferred stock which has or may have only limited voting rights upon the occurrence of any default or other contingency and (b) voting preferred stock of any such Person having not more than 30% of the total voting power of all voting capital stock of such Person); or

(xv) any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, (I) the obligations or ability of the Company, Entergy, any Operating Company, any Owner Trustee, the Indenture Trustee, any Owner Participant, the Funding Corporation, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, the Reimbursement Agreement or any of the other Transaction Documents or (II) the value of the Collateral Agreements or the Lease Indenture Estate, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant has cove nanted with each other Bank and Participant to take any such action).

Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Letter of Credit.

EXHIBIT B

Form of Notice of Drawing

[Company/Participating Bank]
[Address]

Dear Sirs:

Reference is made to that certain Irrevocable Transferable Letter of Credit bearing Letter of Credit No. ___________ dated ________________, which has been established by us in favor of [insert names(s) of beneficiar(ies)].

We have received (i) a draft for payment of U.S. $___________ on [insert date to be paid] and (ii) a Certificate for [a Partial Draw/a Final Draw] from [insert name of beneficiary presenting draft and certificate].

On [insert date of payment], we paid such draft in the amount of U.S. $___________.

[Insert the following in the case of notice of a Participating Bank: Your pro rata share of such drawing (based upon your Participation Percentage) is $____________.]

Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Letter of Credit.

UNION BANK OF CALIFORNIA, N.A.

By___________________________
Title:

SCHEDULE 1

Participating Bank	Participation Percentage
Union Bank of California, N.A.  Bank One, NA (Main Office-Chicago) KeyBank National Association BNP Paribas  Mizuho Corporate Bank, Ltd.  Wachovia Bank, National Association  The Bank of Nova Scotia UFJ Bank Limited, New York Branch	20.0378% 12.4644% 12.4644% 11.6126% 11.6126% 11.6126% 10.0978% 10.0978%

SCHEDULE 2

Beneficiaries and Amounts

of Letters of Credit to Be Issued

LETTERS OF CREDIT

Beneficiary:

RCMC I, Inc.
1300 Market Street, Suite 400
Wilmington, Delaware 19801

Attn: Ms. Eileen A. Moran, President

Maximum Credit Amount: $161,546,191.84

Initial Maximum Drawing Amount: $158,136,888.84

Applicable Period	Maximum Drawing Amount
From December 22, 2003 to and including January 15, 2004	$158,136,888.84
From January 16, 2004 to and including July 15, 2004	$159,473,928.66
From July 16, 2004 to and including January 15, 2005	$159,476,544.74
From January 16, 2005 to and including July 15, 2005	$159,597,658.86
From July 16, 2005 to and including January 15, 2006	$161,546,191.84
From January 16, 2006 to and including July 15, 2006	$153,817,210.32
From July 16, 2006 to and including January 15, 2007	$155,915,634.88
From January 16, 2007 to and including May 30, 2007	$147,841,136.44

Beneficiary:

Textron Financial Corporation
40 Westminster Street
Providence, Rhode Island 02940

Attn: General Counsel

Maximum Credit Amount: $36,515,236.09

Initial Maximum Drawing: $36,199,589.80

Applicable Period	Maximum Drawing Amount
From December 22, 2003 to and including January 15, 2004	$36,199,589.80
From January 16, 2004 to and including July 15, 2004	$36,344,542.95
From July 16, 2004 to and including January 15, 2005	$36,515,236.09
From January 16, 2005 to and including July 15, 2005	$36,453,795.29
From July 16, 2005 to and including January 15, 2006	$35,580,460.73
From January 16, 2006 to and including July 15, 2006	$34,692,157.31
From July 16, 2006 to and including January 15, 2007	$35,033,434.72
From January 16, 2007 to and including May 30, 2007	$33,307,429.80

EX-10

Exhibit 10(c)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY ARKANSAS, INC.

By ___________________________
Hugh T. McDonald
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10

Exhibit 10(d)32

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY GULF STATES, INC.

By ___________________________
Joseph F. Domino
President and CEO - Texas

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY GULF STATES, INC.

By ___________________________
Renae Conley
President and CEO - Louisiana

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10

Exhibit 10(e)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY LOUISIANA, INC.

By ___________________________
Renae Conley
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10

Exhibit 10(f)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY MISSISSIPPI, INC.

By ___________________________
Carolyn C. Shanks
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

 INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-10

Exhibit 10(f)48

EMPLOYMENT AGREEMENT

This Agreement ("Agreement") is entered into between Entergy Mississippi, Inc. ("Employer"), a Delaware corporation, and Carolyn C. Shanks ("Executive"). The effective date of this Agreement shall be the date upon which both parties have executed this Agreement, whether in multiple originals or otherwise ("Effective Date"). The effective date of Executive's assignment to a special project coordinator position shall be October 28, 2011 ("Assignment Commencement Date") and, except as otherwise provided herein, Executive's last day of active employment within the Entergy System shall be October 28, 2016 ("Final Employment Date"). The details of employment under this Agreement are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts Executive may have received from, or entered into with, Employer, Entergy Corp oration, or any other affiliate or subsidiary of Entergy Corporation (each, an "Entergy System Company," and collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts Executive acknowledges are without effect.

WHEREAS, Executive is currently employed by Employer and serves the Entergy System in the position of President and Chief Executive Officer, Entergy Mississippi, Inc.;

WHEREAS, Employer desires to promote the best interests of the Entergy System and to encourage the continued attention and dedication of Executive;

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, Employer and Executive agree as follows:

I. Employment and EMPLOYMENT PERIOD:

1. Employment. Executive and Employer agree that their employment relationship shall continue on the terms and conditions set forth in this Agreement. The employment contemplated by this Agreement refers to employment by Employer or any other Entergy System Company. Entergy System Companies other than Executive's immediate employer shall be third party beneficiaries of Executive's obligations under this Agreement. Moreover, Employer may assign this Agreement, and Executive's employment, to any successor company or business. Executive's assignment to a special project coordinator position from and after the Assignment Commencement Date and her duties in such position shall not require Executive to relocate either her residence or her Entergy System work location as of the Assignment Commencement Date. Executive shall at all times continue to comply with and be subject to such policies and procedures as the Entergy System or Employer may establish from time to time, including, but not limit ed to, the Code of Entegrity and all policies or practices referenced therein, as may be amended from time to time.
2. Employment Period. The period during which Executive is employed under this Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with this Agreement, the term of Executive's employment under this Agreement (the "Term") shall end on Executive's Final Employment Date.

2. DUTIES, COMPENSATION AND BENEFITS:

1. During the Term. Except as otherwise provided in Section III herein, during the Term and while Executive is employed in accordance with this Agreement:

1. Subject to approval by the Personnel Committee, shortly after the Effective Date, Executive shall be granted 3,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP"). Restrictions on these Units (without dividends) will be lifted at the rate of 40% (i.e., 1,200 Units, without dividends) on October 28, 2006; and 60% (i.e., 1,800 Units, without dividends) on October 28, 2011, subject to the terms and conditions of the EOP.
2. Between the Effective Date and the Assignment Commencement Date:

1. Executive agrees to devote all of her full working time, attention, and energy to the performance of her current duties as President and Chief Executive Officer, Entergy Mississippi, Inc., or such other duties and activities, including changes in title (position), as the Chief Executive Officer of Entergy Corporation (the "CEO") may hereafter approve and shall faithfully render her best efforts to promote, advance, and conduct the business of the Entergy System. Except in the case of a business reorganization or for performance reasons, as determined in the sole discretion of the CEO, any such change in title (position) approved by the CEO shall result in Executive being employed as an executive in the Entergy System at an executive position equal to or greater than her current position as President and Chief Executive Officer of Entergy Mississippi, Inc. and at a salary level equal to or greater than afforded to Executive by Employer at the time of such change. Executive agrees that s he may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of her duties hereunder, is contrary to the interests of any Entergy System Company, or requires any significant portion of Executive's business time. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to the Entergy System to act at all times in the best interests of the Entergy System Companies and to do no act which would injure the business, interests, or reputation of any Entergy System Company; and
2. Subject to Section IIA3(b) below, Executive shall continue to participate in all executive plans, programs and arrangements in which Executive is eligible to participate on the Effective Date, but only for as long as she remains eligible to participate in such plans, programs and arrangements in accordance with their terms and conditions. Except in the case of business reorganization or for performance reasons, as determined in the sole discretion of the CEO, Employer shall not demote or change Executive's title (position) for the purpose of eliminating or reducing Executive's participation therein.

3. Beginning on Executive's Assignment Commencement Date and ending on her Final Employment Date ("Assignment Period"):

1. Executive shall transition from her role at such time with her Entergy System Company employer to a special project coordinator position. The CEO, in his sole discretion, shall assign Executive to those projects that the CEO believes serve the best interests of the Entergy System. All assignments communicated to Executive by the CEO will continue for such period and with such duties as the CEO may direct. All special project assignments and the duties thereunder shall be consistent with Executive's capabilities and shall not cause Executive's workload prior to such assignment to increase. For each assignment and if the CEO deems necessary, Employer shall provide Executive with office space and administrative support as needed to fulfill Executive's duties and as approved by the CEO in his sole discretion. Executive agrees to devote her full working time, attention, and energy to the performance of her duties or such other activities as the CEO may approve and shall faithfully render her best efforts t o promote, advance, and conduct the business of the Employer. Executive agrees that she may not engage, directly or indirectly, in any other business, investment, or activity that interferes with Executive's performance of her duties hereunder, is contrary to the interests of Employer or any other Entergy System Company, or requires any significant portion of Executive's business time. Executive further acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to the Entergy System to act at all times in the best interests of the Entergy System and to do no act that would injure the business, interests, or reputation of any Entergy System.
2. Except as otherwise provided in this Section IIA3(b), Executive shall continue to receive the same rate of annual base salary as in effect on the Assignment Commencement Date. Notwithstanding anything in this Agreement, any plan sponsored or maintained by any Entergy System Company, or any participation agreement relating thereto, to offset a portion of Executive's incremental employment costs during the Assignment Period, Executive hereby irrevocably agrees that the amount that would otherwise be credited to her non-qualified deferral accounts pursuant to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries ("DCRP"), the EOP, and the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries ("EDCP") and currently administered by T. Rowe Price ("Deferral Accounts") will be reduced by the amount projected to be necessary to fund such annual base salary during the Assignment Period, which amount shall be determined by the present value of an annuity formula w hereby the periodic payment amount shall be .038462 times the annual base salary rate in effect on the date such amounts would otherwise be credited to the Deferral Accounts, the term shall be 130 and the rate of interest shall equal the annual discount rate used to determine lump sum values under Employer's non-qualified retirement plans divided by 26. To the extent the amount not credited to Executive's Deferral Accounts pursuant to the preceding sentence is insufficient to fund such annual base salary during the Assignment Period, Executive hereby agrees that the benefit Executive would otherwise accrue under the System Executive Retirement Plan of Entergy Corporation and Subsidiaries ("SERP") shall be reduced by the amount needed to fund such difference. If, at any time, it is determined by Executive's Entergy System Company employer that the reductions to Executive's Deferral Accounts and SERP benefit accruals in accordance with this Section IIA3(b) are insufficient to fund Executive's then existing ra te of annual base salary during the Assignment Period, then Executive's rate of annual base salary shall be reduced so that the reductions to Executive's Deferral Accounts and SERP benefit accruals in accordance with this Section IIA3(b) are sufficient to fund such reduced base salary. Exhibit A attached hereto sets forth an illustration of the method of computation hereunder for such reductions to Executive's Deferral Accounts and SERP benefit accruals pursuant to this Section IIA3(b). Exhibit A is intended to be illustrative only, is based upon various assumptions and forecasts as to future events, and is therefore not intended to be binding upon the parties hereto or to limit, modify or amend the foregoing provisions of this Section IIA3(b).
3. Executive shall continue to be eligible to participate in all general non-executive employee benefit plans or programs as may be in effect from time to time, which are made available by Executive's Entergy System Company employer to its non-executive similarly situated employees, in accordance with the terms and conditions of such plans and programs ("Non-executive Plans"). Such benefit plans and programs may include, without limitation, medical, dental, life insurance, disability, pension and savings plans;
4. Executive shall not be eligible to participate in any Entergy Corporation sponsored incentive plans, programs or arrangement, including but not limited to the Entergy Executive Annual Incentive Plan, and Executive shall not accrue Years of Service under the SERP;
5. Executive shall not be eligible to participate in the EOP or any other plans or programs that provide equity grants of any type (collectively, "Equity Plan"); provided, however, that Executive shall retain any rights with respect to and continue to vest in any options granted to her prior to the Assignment Commencement Date under any Equity Plan to the extent Executive remains employed within the Entergy System on each applicable vesting date and otherwise meets the terms and conditions applicable to such prior grants. Notwithstanding anything in this Agreement to the contrary, Executive shall not be eligible to receive any performance units or benefits with respect to any performance period that has not ended prior to such Assignment Commencement Date, under the Performance Unit Program or any other performance incentive program of any Equity Plan;
6. Executive shall not be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("Continuity Plan"); and
7. Executive shall not be eligible to participate in, or accrue additional benefits under, any other executive plans.

2. Retirement. Except as otherwise provided in Section III herein, if Executive remains employed in accordance with this Agreement throughout the Term (i.e., until October 28, 2016): (1) then Executive shall commence her retirement and shall be entitled to all normal post-retirement compensation and benefits for which Executive is eligible in accordance with the terms and conditions applicable to the Non-executive Plans and the SERP, in accordance with the terms of the SERP and Executive's Participant Application under the SERP, but reduced, if applicable, in accordance with Section IIA3(b); and (2) Executive's Entergy System Company employer irrevocably consents to Executive's election to Retire at such time under the terms and conditions of the SERP.
3. No Greater Rights. Nothing in this Agreement shall be construed or interpreted to provide greater rights, participation, coverage, or benefits under such benefit plans and programs than provided pursuant to the terms and conditions of such plans and programs. Unless specifically provided for in a written plan document properly adopted pursuant to such plan, none of the benefits or arrangements described in this Agreement shall be secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to pay money in the future exclusively from the general assets of Executive's System Company employer. Notwithstanding any other provision to the contrary, Executive acknowledges that benefits provided under this Agreement are in lieu of participation in, and any payment that might otherwise have been payable under, any Entergy System severance or retention plan or program and, with respect to the period following the Assignment Commencement Date, those plans and prog rams set forth in Section IIA3 for which Executive is identified as ineligible, and Executive hereby waives any right to participate in any such plans or programs.

III. TERMINATION PRIOR TO EXPIRATION OF TERM:

1. Early Termination. Upon the occurrence of any one of the following termination events prior to the expiration of the Term, and except as otherwise provided in this Section III, Executive shall no longer be an employee of any Entergy System Company employer and shall forfeit all remaining unpaid compensation and all benefits otherwise granted or due Executive under this Agreement and any and all future compensation and benefits for which Executive is eligible, including individual bonuses or incentive compensation not yet paid to Executive at the date of such event, unless the terms and conditions of an applicable Entergy System plan or program specifically provide otherwise:

1. if there should occur a Change in Control (as defined in the Continuity Plan) prior to the Assignment Commencement Date, and Executive should become eligible for benefits under the Continuity Plan;
2. if there should occur any of the following events that do not result in eligibility for benefits as described in IIIA1 or IIIA3:

1. Resignation. Executive resigns her employment, other than for the purpose of transferring to another Entergy System Company, in which case Executive shall be entitled only to any monthly base salary that was earned by Executive prior to her resignation but not yet paid to Executive;
2. Cause. Executive is terminated by her Entergy System Company employer for Cause, which termination shall be immediately effective upon the giving of written notice thereof to Executive, or at such later time as the notice may specify. Cause for termination shall mean (i) Executive's engagement in embezzlement, theft, material fraud, or other acts of dishonesty; (ii) Executive's material violation of any agreement between Executive and any Entergy System Company; (iii) Executive's neglect or intentional disregard of the duties and services required of Executive under this Agreement; (iv) Executive's material violation of the Code of Entegrity or any policies therein referenced; (v) Executive's conviction of or entrance of a plea of guilty or nolo contendere to a felony; (vi) Executive's absence from work for five consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to System Company p olicy or law; (vii) Executive's gross or repeated insubordination; or (viii) Executive's unauthorized disclosure of the confidences of any Entergy System Company as defined in Section V of this Agreement. No act or failure to act by the Executive shall be considered Cause unless the Entergy System Company employer has given detailed written notice thereof to the Executive and, where remedial action is feasible, she has failed to remedy the act or omission, or failed to act in good faith (as determined by the Entergy System Company employer) to remedy the act or omission, within twenty business days after Executive's Entergy System Company employer has forwarded such notice to Executive in accordance with the notice procedures of this Agreement.
3. Death. Executive dies, in which case only any monthly base salary that was earned by Executive prior to her death but not yet paid to Executive shall be paid to Executive's estate; or
4. Disability. Executive becomes disabled so as to entitle Executive to benefits under her Entergy System Company employer's long-term disability plan.

3. if there should occur a Change in Control (as defined in the Continuity Plan) on or after the Assignment Commencement Date and before the Final Employment Date, and Executive's Entergy System employer or its successor either refuses to honor this Agreement or breaches, without Executive's express written consent, any obligations owed to Executive under this Agreement during the Change in Control Period (as defined in the Continuity Plan), then subject to the same forfeiture provisions set forth in Section 6.01 of the Continuity Plan, Executive will be entitled to the following benefits:

1. an immediate lump sum cash payment equal to the remaining unpaid base salary that would have been paid to Executive had her employment under this Agreement continued until the Final Employment Date; and
2. all other benefits to which Executive would have been entitled had she continued her employment under this Agreement until the Final Employment Date, under the terms and conditions of those plans and programs in which Executive participates in accordance with this Agreement; and
3. all legal fees and expenses incurred by Executive in disputing in good faith any issue hereunder relating to whether Executive experienced a payment event under this Section IIIA3 or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Code to any payment or benefit provided hereunder. Any such payments shall be made within thirty (30) business days after delivery of Executive's written request for payment accompanied with such evidence of fees and expenses incurred as Employer reasonably may require.
4. As a condition to receiving the change in control benefits, if any, payable under this paragraph, Executive agrees to comply fully with Section V and VI of this Agreement and further agrees that upon violation of either section, in addition to the remedies available to Employer as therein described, Executive shall repay to Employer or its successor, within 30 (thirty) business days of written request therefor, any amounts previously paid to Executive pursuant to this Section IIIA3, and Executive shall have no further entitlement to receive any additional payments or benefits under this Agreement.

4. In no event shall Executive or her beneficiaries be entitled to payments and benefits under more than one subsection of IIIA of this Agreement, nor shall Executive or her beneficiaries be entitled to payments and benefits under more than one subparagraph of IIIA2. The provisions of IIIA1 or IIIA3, as applicable, shall control any and all benefits that may be payable to Executive as a result of a Change in Control (as defined in the Continuity Plan), and payment under one such subsection shall preclude entitlement to any other compensation and benefit available under this Agreement.

2. Offset. In all cases, the compensation and benefits payable to Executive under this Agreement upon termination of the employment relationship shall be offset against any amounts to which Executive may otherwise be entitled under any and all severance plans, or programs or policies of her terminating Entergy System Company employer.
3. Sole Remedy. In the event Executive's employment is terminated in accordance with Section IIIA prior to expiration of the Term, Executive's rights as outlined in this Section III are (1) Executive's sole and exclusive rights against her Entergy System Company employer or any other Entergy System Company and (2) the sole and exclusive liability to Executive by any Entergy System Company employer under this Agreement, in contract, tort, or otherwise, for any termination of the employment relationship. Executive covenants not to lodge against any Entergy System Company any claim, demand, or cause of action based on termination of the employment relationship for any monies allegedly due under this Agreement other than those specified in this Section III.
4. Continuing Obligations. Termination of the employment relationship shall not terminate those obligations imposed by this Agreement which are continuing in nature, including, without limitation, Executive's continuing obligations of confidence, Executive's continuing obligations with respect to business opportunities that were entrusted to Executive during the employment relationship, and specifically Executive's obligations under Sections V and VI of this Agreement.

IV. CONTINUATION OF EMPLOYMENT BEYOND TERM:

Should Executive remain employed by Employer or any other Entergy System Company employer beyond the expiration of the Term, such employment shall convert to an at will employment relationship, terminable at any time by either the Entergy System Company employer or Executive for any reason whatsoever, with or without Cause. Section III of this Agreement shall not apply if Executive's termination should occur after expiration of the Term.

V. PROTECTION OF INFORMATION:

1. Position of Confidence. Executive acknowledges that her employment with Employer or any other Entergy System Company has placed her in a position to have access to or develop trade secrets or confidential information of any one or all of the Entergy System Companies and has placed Executive in a position to develop business good will on behalf of any one or all of the Entergy System Companies.
2. Information Obtained During Employment. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which were or are conceived, made, developed, or acquired by Executive, individually or in conjunction with others, during Executive's employment with any Entergy System Company employer, whether during business hours or otherwise and whether at the work site or otherwise, which relate to Entergy System Company business, products, or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks) shall be disclosed to Executive's Entergy System Company em ployer and are and shall be such employer's sole and exclusive property. All documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of the Executive's Entergy System Company employer. Upon termination of Executive's employment with her Entergy System Company employer, for any reason, Executive shall promptly deliver the items referenced in this Section VB, and all copies thereof, to her last Entergy System Company employer.
3. Confidentiality. Executive will not, at any time during or after Executive's employment with any Entergy System Company employer, make any unauthorized disclosure of any confidential business information or trade secrets of any Entergy System Company, or make any use thereof, except in the carrying out of Executive's employment responsibilities under this Agreement. As a result of Executive's employment under this Agreement, Executive may, from time to time, have access to, or knowledge of, confidential business information or trade secrets of third parties, such as customers, suppliers, partners, or joint venturers of Employer or other Entergy System Companies, and Executive agrees to preserve and protect the confidentiality of such third party confidential information and trade secrets to the same extent, and on the same basis, as Employer's confidential business information and trade secrets.
4. Terms of the Agreement. Executive understands and acknowledges that the terms and conditions of this Agreement constitute confidential information. Executive shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than Executive's attorneys, tax advisors, or as required by law.
5. Assignment of Rights. Executive agrees to and hereby does assign to Executive's Entergy System Company employer all rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by Executive at any time during Executive's Entergy System Company employment or with the use of any Entergy System Company time and materials. Executive will disclose to such Entergy System Company all facts known to Executive concerning such matters and, at the Entergy System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting the Entergy System Company in title to, such matters. Both during Executive's employment and thereafter, Executive shall assist her Entergy System Company employer and its nominee, at any time, in the protection of her employer's worldwide right, title, and interest in and to information, ideas, concepts, improvements, dis coveries, and inventions, and its copyrighted works, including, without limitation, the execution of all formal assignment documents requested by employer or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States or foreign countries.
6. Breach. Executive acknowledges and understands that Executive's breach of any provision of this Section V would constitute a material breach of this Agreement and could subject Executive to disciplinary action, including, without limitation, termination of employment for Cause under Section III. Executive acknowledges that money damages would be an insufficient remedy for any breach of this Section V by Executive, and Employer or any other Entergy System Company employer shall be entitled to enforce the provisions of this Section V by terminating any payments then owing to Executive under this Agreement and/or to seek specific performance and injunctive relief as remedies for a breach or threatened breach of this Section. Such remedies shall not be deemed the exclusive remedies for a breach of this Section, but shall be in addition to all remedies available at law or in equity.

VI. Non-Compete Obligations:

1. Fiduciary Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder, in keeping with Executive's duties as a fiduciary, and in order to protect Employer's interest in the trade secrets of Employer, and as an additional incentive for Employer to enter into this Agreement, Employer and Executive agree to the non-competition provisions of this Section. Executive agrees that she will not engage in any employment or other activity (without the prior written consent of her last Entergy System Company employer) either in her individual capacity or together with any other person, corporation, governmental agency or body, or other entity, that is (1) listed in the Standard & Poor's Electric Index or the Dow Jones Utilities Index; or (2) in competition with, or similar in nature to, any business conducted by any System Company at any time during such period, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such period. Executive further agrees not to take any action or make any statement, written or oral, to any current or former employee of any Entergy System Company, or to any other person, which disparages any Entergy System Company, its management, directors or shareholders, or its practices, or which disrupts or impairs their normal operations, including actions or statements (i) that would harm the reputation of any Entergy System Company with its clients, suppliers, employees or the public; or (ii) that would interfere with existing or prospective contractual or employment relationships with any Entergy System Company or its clients, suppliers or employees. The non-competition and non-disparagement obligations in this Section shall extend throughout the Term of this Agreement and, to the greatest extent allowed by law, shall extend for one (1) year after Executive's employment has ended.
2. Breach of Covenant. Executive acknowledges that Executive's breach of any provision of this Section VI would constitute a material breach of this Agreement and could subject Executive to disciplinary action, including, without limitation, termination of employment for Cause. Executive understands that the foregoing restrictions may limit Executive's ability to engage in certain businesses anywhere in the world during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits to justify such restriction. Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Section VI by Executive, and Employer shall be entitled to enforce the provisions of this Section VI by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Section, but shall be in addition to all remedies available at law or in equity to Employer, including, without limitation, the recovery of damages from Executive and her or her agents involved in such breach.
3. Modification by Court. It is expressly understood and agreed that Employer and Executive consider the restrictions contained in this Section VI to be reasonable and necessary to protect the proprietary information of the Entergy System. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

VII. Additional Provisions

1. Representations and Warranties. Executive and Employer represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
2. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the fifth business day after being deposited in the mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to an Entergy System Company, If to Executive, addressed as follows:

General Counsel 
Entergy Services, Inc. 
639 Loyola Avenue, 26^th Floor 
New Orleans, LA 70113 Carolyn C. Shanks
710 Oak Trail
Canton, MS 39046


3. Binding Agreement. Upon its Effective Date, this Agreement is binding upon Executive and her heirs and upon Employer and its successors, agents, heirs or assigns. Executive expressly acknowledges the right of Employer to assign this Agreement to any Entergy System Company successor.
4. Sole Agreement. This Agreement contains the entire understanding between Executive and Employer relating to Entergy System Company employment, unless otherwise specifically provided as in the case of written company policies promulgated by, and in the applicable written benefit plans and programs of, Employer or any other Entergy System Company. Executive acknowledges that upon execution of this Agreement and in consideration of the benefits provided herein, notwithstanding any other provision of this Agreement to the contrary, Executive will not be entitled to any retention, severance, termination or similar benefit otherwise payable to Executive under any plan, program, arrangement or agreement of or with the Entergy System, except as otherwise specifically provided for in this Agreement.
5. Nonassignability. This Agreement or the right to receive benefits hereunder may not be assigned, encumbered or alienated by Executive in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement.
6. Applicable Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of law principles.
7. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
8. No Inducements. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party with respect to such subject matters, which is not embodied herein, and that no agreement, statement, or promise relating to the Entergy System Company employment of Executive that is not contained in this Agreement shall be valid or binding.
9. Modifications and Waivers. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
10. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

 IN WITNESS WHEREOF, Employer and Executive have duly executed this Agreement, which may be executed in multiple originals, to be effective on the Effective Date herein provided.

ACCEPTED BY EMPLOYER: 
Entergy Mississippi, Inc.
By its Duly Authorized Agent:

_________________________________
William E. Madison
Sr. Vice-President,
Human Resources and Administration
Executed this 24th day of July 2003. ACCEPTED BY EXECUTIVE:

_________________________________
Carolyn C. Shanks
Social Security No. 
Executed this 24th day of July, 2003.

EX-10

Exhibit 10(g)9

Amendment To

Service Agreement

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 1, 2003 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of August 1, 2003.

ENTERGY SERVICES, INC.

By ___________________________
Nathan E. Langston
Senior Vice President and Chief Accounting Officer

ENTERGY NEW ORLEANS, INC.

By ___________________________
Daniel F. Packer
President and CEO

Exhibit E

ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES

Exhibit II, Supplement

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

ENERGY SALES

Based on total kilowatt-hours of energy sold to consumers.

Used primarily for the allocation of costs associated with the financial analyses of sales and related items.

CUSTOMERS

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business electric and gas customers.

Used primarily for the allocation of costs associated with the support of customer based services. Would include customer service and support, marketing, economic forecasts, environmental services, financial and regulatory analyses and customer information systems.

EMPLOYEES

Based on the number of full-time employees at period end.

Used primarily for the allocation of costs associated with the support of employee-based services. Would include administration of employee benefits programs, employee communications, employee training, and various facilities-based benefits and information technology desktop support.

RESPONSIBILITY RATIO

Based on the ratio of the company's load at time of system peak load. The peak load is the average of the twelve monthly highest clock-hour demands in kilowatts of the interconnected system occurring each month coincident with the system peak load.

Used primarily for the allocation of costs incurred in fossil plant support and integrated planning.

TRANSMISSION LINE MILES

Based on the number of miles of transmission lines, weighted for design voltage (Voltage < 400kv = 1; Voltage >=400kv =2).

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy transmission lines.

SUBSTATIONS

Based on the number of high voltage substations weighted for Voltage (Voltage < 500kv = 1; Voltage >= 500kv = 2).

Used primarily for the allocation of related engineering and technical support for transmission and distribution substation operations and maintenance as well as for engineering and project management associated with substation construction.

COMPOSITE - TRANSMISSION LINES/SUBSTATIONS

Based on two components: Transmission Line Miles (30% weighting) and the Number of High Voltage Substations (70% weighting).

Used primarily for the allocation of the costs associated with the support of the transmission and distribution function that has both a transmission line component as well as a substation or load component.

GAS CONSUMPTION

Based on the volume of natural gas consumed annually by all gas fired generating units within the Entergy System.

Used for the allocation of costs associated with services in support of gas purchased for generation units.

LEVEL OF ESI SERVICE

Based on ESI total billings to each System company, excluding corporate overhead.

Used for the allocation of costs associated with support of ESI as a legal entity.

SYSTEM CAPACITY (NON-NUCLEAR)

Based on the power level, in kilowatts, that could be achieved if all non-nuclear generating units were operating at maximum capability simultaneously.

Used primarily for the allocation of costs associated with the support of the fossil operations of the System. This would include services provided by plant support, environmental and purchasing.

LABOR DOLLARS BILLED

Based on total labor dollars billed to each company.

Used primarily to allocate the costs associated with employee benefits plans, payroll taxes, departmental indirect costs and performance based compensation plans for ESI employees.

DISTRIBUTION LINE MILES

Based on the number of miles of distribution lines of 34.5kv or less.

Used primarily for the allocation of costs associated with project design, maintenance and installation of Entergy distribution lines.

COAL CONSUMPTION

Based on the quantity of tons of coal delivered for a twelve-month period to each coal plant within the Entergy System.

Used for the allocation of costs associated with services in support of coal purchased for coal generating units.

ACCOUNTS PAYABLE TRANSACTIONS

Based on a twelve-month number of accounts payable transactions processed.

Used for the allocation of costs associated with the support of the accounts payable function.

SQUARE FOOTAGE

Based on square footage occupied by ESI functional business units.

Used primarily to allocate the costs associated with facilities supervision and support.

INSURANCE PREMIUMS (NON-NUCLEAR)

Based on non-nuclear insurance premiums.

Used for the allocation of costs associated with risk management.

ASSET LOCATIONS

Based on the number of asset locations at period end.

Used for the allocation of costs associated with the fixed asset accounting function.

CAPITAL EXPENDITURE AUTHORIZATIONS (CEA)

Based on a twelve-month average of outstanding Capital Expenditure Authorizations and Storm Job Orders.

Used for the allocation of costs associated with the capital project costing accounting function.

TOTAL ASSETS

Based on total assets at period end.

Used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. This would include services provided by financial management and certain finance functions, among others. Also used when the services provided are driven by the relative size and complexity of the System Companies and there is no functional relationship between the services and any other available allocation formula.

BANK ACCOUNTS

Based on the number of bank accounts at period end.

Used for the allocation of costs associated with daily cash management activities.

SERVER AND MAINFRAME USAGE COMPOSITE

Based on the use of historical expenditures.

Used primarily for the allocation of costs associated with mainframe, unix servers and related database administration.

GENERAL LEDGER TRANSACTIONS

Based on the number of general ledger transactions for the period.

Used primarily for the allocation of costs associated with general ledger activities, including related information systems, and for general accounting activities.

TRANSITION TO COMPETITION

Based on a twelve-month average of residential, commercial, industrial, government, and municipal general business of gas and/or electric customers.

Used primarily for the allocation of costs associated with the management support of the Entergy System's strategy for and transition to competition.

TELEPHONES

Based on the number of telephones within each Legal Entity at period end.

Used for the allocation of costs associated with maintenance and support of telephones.

FIBER

Based on capacity and use of the Entergy System's fiber optic network.

Used primarily for the allocation of fiber optic operations and maintenance expenses.

NUCLEAR UNITS

Based on the number of nuclear units managed and operated by each Entergy System Company.

Used primarily to allocate nuclear fuel-related services.

NUCLEAR SITES

Based on the number of nuclear sites managed and operated by each Entergy System Company.

Used to allocate miscellaneous nuclear-related services.

ACCOUNTS RECEIVABLE INVOICES

Based on a twelve-month number of accounts receivable transactions processed.

Used for the allocation of costs associated with the support of the accounts receivable function.

PAYCHECKS

Based on the number of paychecks issued at each Legal Entity at period end.

Used for the allocation of costs associated with the processing of payroll.

PROPERTY AND LIABILITY PAID LOSSES

Based on a five-year annual average of the property and liability losses paid by the system companies.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.

COMPOSITE- SUPPLY CHAIN (Number of Transactions, Stockroom Count and Procurement Total Spending)

Based on three components with weighting to each: number of transactions, stockroom count, and procurement total spending.

Used for the allocation of costs associated with the management and operations of the materials management and work order processing system.

SUPPLY CHAIN - Inventory Management Fossil, Transmission & Distribution Issues, Transfers & Returns

Based on the number of issues, transfer & return transactions for each Legal Entity at period end.

Used for the allocation of costs associated with the management and operations of investment recovery, including Fossil, but excluding Nuclear.

SUPPLY CHAIN - Procurement Total Spending

Based on the dollar amount of procurement spending within each Legal Entity at period end.

Used for the allocation of costs associated with procurement activities for the Entergy System.

SUPPLY CHAIN - Labor Dollars

Based on the labor dollars for the Transformer, Meter, and Light Shops.

Used primarily for the allocation of costs associated with services provided by employees in the supply chain equipment refurbishment and repair department.

DISTRIBUTION SUBSTATIONS TRANSFORMERS

Based on the number of transformers at the Distribution Substations at period end.

Used primarily for the allocation of costs associated with the maintenance, administrative activities, and technical analysis of all Distribution Substations.

REMOTE ACCESS SERVICES (RAS) ID's

Based on the number of RAS ID's within each Legal Entity at period end.

Used for the allocation of costs associated with providing Remote Access Service to Entergy employees and contractors.

VEHICLES

Based on the number of vehicles owned by each Legal Entity.

Used for the allocation of costs associated with the maintenance of company vehicles.

MANAGED ACCOUNTS

Based on the number of industrial and commercial managed accounts excluding non-regulated Texas.

Used for the allocation of costs associated with the maintenance of Entergy's industrial and commercial customer accounts.

NUMBER OF CALLS - CUSTOMER SERVICE CENTERS

Based on a twenty-four month average of customer calls for each Legal Entity.

Used for the allocation of costs associated with the administration and support of Entergy's Customer Service Centers.

RADIO USAGE

Based on usage of Entergy's 2-way radio system.

Used for the allocation of costs associated with the administration and support of Entergy's 2-way radio system.

TOTAL IT SPEND

Based on the total dollars spent in the Information Technology plan.

Used for the allocation of costs associated with the administration and support of Entergy's IT business planning.

SUPPLY CHAIN MATERIALS TRANSACTIONS

Based on the number of Supply Chain materials transactions for each Legal Entity.

Used for the allocation of costs associated with the support of systems that manage Supply Chain materials.

SECTION 263A TAX BENEFITS

Based on Section 263A tax benefits for each Legal Entity.

Used for the allocation of costs associated with tax administration, planning, and support related to Section 263A tax benefits.

EX-12

				Exhibit 12(a)
Entergy Arkansas, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest Charges	$97,023	$101,600	$109,523	$103,210	$91,221
Interest applicable to rentals	17,289	16,449	14,563	12,762	15,425
Total fixed charges, as defined	114,312	118,049	124,086	115,972	106,646
Preferred dividends, as defined (a)	17,836	13,479	12,348	11,869	14,274
Combined fixed charges and preferred dividends, as defined	$132,148	$131,528	$136,434	$127,841	$120,920
Earnings as defined:
Net Income	$69,313	$137,047	$178,185	$135,643	$126,009
Add:
Provision for income taxes:
Total	54,012	100,512	105,933	71,404	105,296
Fixed charges as above	114,312	118,049	124,086	115,972	106,646
Total earnings, as defined	$237,637	$355,608	$408,204	$323,019	$337,951
Ratio of earnings to fixed charges, as defined	2.08	3.01	3.29	2.79	3.17
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.80	2.70	2.99	2.53	2.79

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12

				Exhibit 12(b)
Entergy Gulf States, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest charges	$153,034	$158,949	$174,368	$144,840	$157,343
Interest applicable to rentals	16,451	18,307	18,520	16,483	16,694
Total fixed charges, as defined	169,485	177,256	192,888	161,323	174,037
Preferred dividends, as defined (a)	29,355	15,742	13,017	6,190	6,485
Combined fixed charges and preferred dividends, as defined	$198,840	$192,998	$205,905	$167,513	$180,522
Earnings as defined:
Income (loss) from continuing operations before extraordinary items and
the cumulative effect of accounting changes	$125,000	$180,343	$179,444	$174,078	$63,895
Add:
Income Taxes	75,165	103,603	82,038	65,997	24,249
Fixed charges as above	169,485	177,256	192,888	161,323	174,037
Total earnings, as defined (b)	$369,650	$461,202	$454,370	$401,398	$262,181
Ratio of earnings to fixed charges, as defined	2.18	2.60	2.36	2.49	1.51
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	1.86	2.39	2.21	2.40	1.45

___________________

(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12

				Exhibit 12(c)
Entergy Louisiana, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$117,247	$111,743	$116,076	$100,667	$76,756
Interest applicable to rentals	9,221	6,458	7,951	6,496	6,359
Total fixed charges, as defined	126,468	118,201	124,027	$107,163	$83,115
Preferred dividends, as defined (a)	16,006	16,102	12,374	10,647	$11,189
Combined fixed charges and preferred dividends, as defined	$142,474	$134,303	$136,401	$117,810	$94,304
Earnings as defined:
Net Income	$191,770	$162,679	$132,550	$144,709	$146,154
Add:
Provision for income taxes:
Total Taxes	122,368	112,645	86,287	84,765	97,408
Fixed charges as above	126,468	118,201	124,027	107,163	83,115
Total earnings, as defined	$440,606	$393,525	$342,864	$336,637	$326,677
Ratio of earnings to fixed charges, as defined	3.48	3.33	2.76	3.14	3.93
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	3.09	2.93	2.51	2.86	3.46

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12

				Exhibit 12(d)
Entergy Mississippi, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$38,840	$44,877	$50,991	$45,464	$47,464
Interest applicable to rentals	2,261	1,596	1,849	1,916	1,880
Total fixed charges, as defined	41,101	46,473	52,840	$47,380	$49,344
Preferred dividends, as defined (a)	4,878	5,347	4,674	4,490	5,099
Combined fixed charges and preferred dividends, as defined	$45,979	$51,820	$57,514	$51,870	$54,443
Earnings as defined:
Net Income	$41,588	$38,973	$39,620	$52,408	$67,058
Add:
Provision for income taxes:
Total income taxes	17,537	22,868	20,464	17,846	34,431
Fixed charges as above	41,101	46,473	52,840	47,380	49,344
Total earnings, as defined	$100,226	$108,314	$112,924	$117,634	$150,833
Ratio of earnings to fixed charges, as defined	2.44	2.33	2.14	2.48	3.06
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.18	2.09	1.96	2.27	2.77

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

EX-12

				Exhibit 12(e)
Entergy New Orleans, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$14,680	$15,891	$19,661	$27,950	$17,786
Interest applicable to rentals	1,281	1,008	977	1,043	910
Total fixed charges, as defined	15,961	16,899	20,638	28,993	18,696
Preferred dividends, as defined (a)	1,566	1,643	2,898	2,736	1,686
Combined fixed charges and preferred dividends, as defined	$17,527	$18,542	$23,536	$31,729	$20,382
Earnings as defined:
Net Income	$18,961	$16,518	($2,195)	($230)	$7,859
Add:
Provision for income taxes:
Total	13,030	11,597	(4,396)	(422)	5,875
Fixed charges as above	15,961	16,899	20,638	28,993	18,696
Total earnings, as defined	$47,952	$45,014	$14,047	$28,341	$32,430
Ratio of earnings to fixed charges, as defined	3.00	2.66	0.68	0.98	1.73
Ratio of earnings to combined fixed charges and
preferred dividends, as defined	2.74	2.43	0.60	0.89	1.59

------------------------
(a) "Preferred dividends," as defined by SEC regulation S-K, are computed by dividing the preferred dividend requirement by one hundred percent (100%) minus the income tax rate.

(b) For Entergy New Orleans, earnings for the twelve months ended December 31, 2001 were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.

(c) For Entergy New Orleans, earnings for the twelve months ended December 31, 2002 were not adequate to cover combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.

EX-12

				Exhibit 12(f)
System Energy Resources, Inc.
Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Fixed Charges
	1999	2000	2001	2002	2003
Fixed charges, as defined:
Total Interest	$147,982	$118,519	$138,018	$76,639	$64,620
Interest applicable to rentals	3,871	5,753	4,458	3,250	3,793
Total fixed charges, as defined	$151,853	$124,272	$142,476	$79,889	$68,413
Earnings as defined:
Net Income	$82,375	$93,745	$116,355	$103,352	$106,003
Add:
Provision for income taxes:
Total	53,851	81,263	43,761	76,177	75,845
Fixed charges as above	151,853	124,272	142,476	79,889	68,413
Total earnings, as defined	$288,079	$299,280	$302,592	$259,418	$250,261
Ratio of earnings to fixed charges, as defined	1.90	2.41	2.12	3.25	3.66

EX-21

Exhibit 21

The seven registrants, Entergy Corporation, System Energy Resources, Inc., Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., are listed below (for a list of the remaining direct and indirect subsidiaries of Entergy Corporation, with the exception of certain subsidiaries that in the aggregate would not constitute a "significant subsidiary," see Exhibit 1 to Entergy Corporation's Public Utility Holding Company Act of 1935 filing made in File No. 70-9123 on February 27, 2004):

	State or Other Jurisdiction of Incorporation
Entergy Corporation	Delaware
System Energy Resources, Inc. (a)	Arkansas
Entergy Arkansas, Inc. (a)	Arkansas
Entergy Gulf States, Inc. (a)	Texas
Entergy Louisiana, Inc. (a)	Louisiana
Entergy Mississippi, Inc. (a)	Mississippi
Entergy New Orleans, Inc. (a)	Louisiana

                        _______________________

(a) Entergy Corporation owns all of the Common Stock of System Energy Resources, Inc., Entergy Arkansas Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc.

EX-23

Exhibit 23(b)

Consent of Independent Auditors

We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement on Form S-4 (No. 33-54298) of Entergy Corporation, Registration Statements on Form S-3 (Nos. 333-02503 and 333-22007) of Entergy Corporation and Registration Statements on Form S-8 (Nos. 333-98179, 333-90914, 333-75097, 333-55692, and 333-68950) of Entergy Corporation of our report dated March 4, 2004, with respect to the consolidated financial statements of Entergy - - Koch, LP included in Exhibit 99(a) in this Annual Report on Form 10-K of Entergy Corporation for the year ended December 31, 2003.

 

                                                                                            /s/ Ernst & Young LLP

Houston, Texas
March 8, 2004

EX-24

Exhibit 24

March 8, 2004

TO:	Nathan E. Langston
	John M. Adams, Jr.
Re:	Power of Attorney; 2003 Form 10-K

Entergy Corporation, referred to herein as the Company, will file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Company and the undersigned persons, in their respective capacities as directors and/or officers of the Company, as specified in Attachment I, do each hereby make, constitute and appoint Nathan Langston and John M. Adams, Jr. and each of them, their true and lawful Attorneys (with full power of substitution) for each of the undersigned and in his or her name, place and stead to sign and cause to be filed with the Securities and Exchange Commission the aforementioned Annual Report on Form 10-K and any amendments thereto.

Yours very truly,

ENTERGY CORPORATION

By: /s/ J. Wayne Leonard Wayne Leonard
Chief Executive Officer
and Director

/s/ Maureen S. Bateman	/s/ W. Frank Blount
Maureen S. Bateman	W. Frank Blount
Director	Director
/s/ George W. Davis	/s/ Simon D. deBree
George W. Davis	Simon D. deBree
Director	Director
/s/ Claiborne P. Deming	/s/ Alexis M. Herman
Claiborne P. Deming	Alexis M. Herman
Director	Director
/s/ J. Wayne Leonard	/s/ Robert v.d. Luft
J. Wayne Leonard	Robert v. d. Luft
Chief Executive Officer Director	Chairman of the Board Director
/s/ Kathleen A. Murphy	/s/ Paul W. Murrill
Kathleen A. Murphy	Paul W. Murrill
Director	Director
/s/ James R. Nichols	/s/ William A. Percy, II
James R. Nichols	William A. Percy, II
Director	Director
/s/ Dennis H. Reilley	/s/ Wm. Clifford Smith
Dennis H. Reilley	Wm. Clifford Smith
Director	Director
/s/ Bismark A. Steinhagen	/s/ Steven V. Wilkinson
Bismark A. Steinhagen	Steven V. Wilkinson
Director	Director
/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer

ATTACHMENT I

Entergy Corporation

Chief Executive Officer and Director - J. Wayne Leonard (principal executive officer)
Executive Vice President and Chief Financial Officer - Leo P. Denault (principal financial officer)

Directors - Maureen S. Bateman, W. Frank Blount, George W. Davis, Simon D. deBree, Claiborne P. Deming, Alexis M. Herman, J. Wayne Leonard, Robert v.d. Luft, Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith, Bismark A. Steinhagen, Steven V. Wilkinson

March 8, 2004

TO:	Nathan E. Langston
	John M. Adams, Jr.
Re:	Power of Attorney; 2003 Form 10-K

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 herein as the Companies) will each file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

The Companies and the undersigned person, in their respective capacities as directors and/or officers of the Companies, as specified in Attachment I, do each hereby make, constitute and appoint Nathan Langston and John M. Adams, Jr. and each of them, their true and lawful Attorneys (with full power of substitution) for each of the undersigned and in his or her name, place and stead to sign and cause to be filed with the Securities and Exchange Commission the aforementioned Annual Report on Form 10-K and any amendments thereto.

Yours very truly,

ENTERGY ARKANSAS, INC. (hereinafter "EAI")
ENTERGY GULF STATES, INC. (hereinafter "EGSI")
ENTERGY LOUISIANA, INC. (hereinafter "ELI")
ENTERGY MISSISSIPPI, INC. (hereinafter "EMI")
ENTERGY NEW ORLEANS, INC. (hereinafter "ENOI")
SYSTEM ENERGY RESOURCES, INC. (hereinafter "SERI")

/s/ Hugh T. McDonald	/s/ E. Renae Conley
HUGH T. McDONALD Chairman, President, and Chief Executive Officer of Entergy Arkansas, Inc.	E. RENAE CONLEY President and Chief Executive Officer - Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc.
/s/ Joseph F. Domino	/s/ Carolyn C. Shanks
JOSEPH F. DOMINO Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc.	CAROLYN C. SHANKS Chairman, President, and Chief Executive Officer of Entergy Mississippi, Inc.
/s/ Daniel F. Packer	/s/ Gary J. Taylor
DANIEL F. PACKER Chairman, President, and Chief Executive Officer of Entergy New Orleans, Inc.	GARY J. TAYLOR Chairman, President and Chief Executive Officer of System Energy Resources, Inc.

/s/ Joseph F. Domino	/s/ Carolyn C. Shanks
Joseph F. Domino Director, Chairman of the Board, President and Chief Executive Officer-Texas of EGSI	Carolyn C. Shanks Director, Chairman of the Board, President and Chief Executive Officer of EMI
/s/ Donald C. Hintz	/s/ Hugh T. McDonald
Donald C. Hintz Director of EAI, EGSI, ELI, EMI, ENOI and SERI	Hugh T. McDonald Director, Chairman of the Board, President and Chief Executive Officer of EAI
/s/ Richard J. Smith	/s/ Gary J. Taylor
Richard J. Smith Director of EAI, EGSI, ELI, EMI & ENOI	Gary J. Taylor Director, Chairman of the Board, President and Chief Executive Officer of SERI
/s/ Daniel F. Packer	/s/ Leo P. Denault
Daniel F. Packer Director, Chairman of the Board, President and Chief Executive Officer of ENOI	Leo P. Denault Director of EAI, EGSI, ELI, EMI, ENOI and SERI
/s/ E. Renae Conley	/s/ Jay A. Lewis
E. Renae Conley Director of ELI and EGSI, Chairman of the Board, President and Chief Executive Officer of ELI, President and Chief Executive Officer - - Louisiana of EGSI	Jay A. Lewis Vice President and Chief Financial Officer, Operations of EAI, EGSI, ELI, EMI and ENOI
/s/ Theodore Bunting
Theodore Bunting Vice President and Chief Financial Officer, Nuclear Operations of SERI

ATTACHMENT I

Entergy Arkansas, Inc.

Chairman of the Board, President and Chief Executive Officer - Hugh T. McDonald (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Hugh T. McDonald, Donald C. Hintz, Richard J. Smith and Leo P. Denault

Entergy Gulf States, Inc.

Chairman of the Board, President and Chief Executive Officer- Texas - Joseph F. Domino (principal executive officer); President and Chief Executive Officer-Louisiana - - E. Renae Conley, (principal executive officer), Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Richard J. Smith, Joseph F. Domino, Donald C. Hintz, E. Renae Conley and Leo P. Denault

Entergy Louisiana, Inc.

Chairman of the Board, President and Chief Executive Officer - E. Renae Conley (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Richard J. Smith, E. Renae Conley and Leo P. Denault

Entergy Mississippi, Inc.

Chairman of the Board, President and Chief Executive Officer - Carolyn C. Shanks (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Carolyn C. Shanks, Richard J. Smith and Leo P. Denault

Entergy New Orleans, Inc.

Chairman of the Board, President and Chief Executive Officer - Daniel F. Packer (principal executive officer); Vice President and Chief Financial Officer, Operations - - Jay A. Lewis (principal financial officer).

Directors - Donald C. Hintz, Daniel F. Packer, Richard J. Smith and Leo P. Denault

System Energy Resources, Inc.

Chairman of the Board, President and Chief Executive Officer - Gary J. Taylor (principal executive officer); Vice President and Chief Financial Officer, Nuclear Operations - - Theodore H. Bunting (principal financial officer).

Directors - Gary J. Taylor, Donald C. Hintz and Leo P. Denault

EX-31

Exhibit 31(a)

CERTIFICATIONS

	I, J. Wayne Leonard, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer of Entergy Corporation

Date: March 9, 2004

EX-31

Exhibit 31(b)

CERTIFICATIONS

	I, Leo P. Denault, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and Chief Financial Officer of Entergy Corporation

Date: March 9, 2004

EX-31

Exhibit 31(c)

CERTIFICATIONS

	I, Hugh T. McDonald, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Arkansas, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer of
Entergy Arkansas, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(d)

CERTIFICATIONS

	I, Joseph F. Domino, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Gulf States, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas
of Entergy Gulf States, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(e)

CERTIFICATIONS

	I, E. Renae Conley, certify that:
1.	I have reviewed these annual reports on Form 10-K of Entergy Gulf States, Inc. and Entergy Louisiana, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(f)

CERTIFICATIONS

	I, Carolyn C. Shanks, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy Mississippi, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer of
Entergy Mississippi, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(g)

CERTIFICATIONS

	I, Daniel F. Packer, certify that:
1.	I have reviewed this annual report on Form 10-K of Entergy New Orleans, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer of
Entergy New Orleans, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(h)

CERTIFICATIONS

	I, Gary J. Taylor, certify that:
1.	I have reviewed this annual report on Form 10-K of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer of
System Energy Resources, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(i)

CERTIFICATIONS

	I, Jay A. Lewis, certify that:
1.	I have reviewed these annual reports on Form 10-K of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc.;
2.	Based on my knowledge, these reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in these reports our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in these reports any change in the registrants' internal control over financial reporting that occurred during the registrants' fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer of
Entergy Arkansas, Inc., Entergy Gulf States, Inc.,
Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
and Entergy New Orleans, Inc.

Date: March 9, 2004

EX-31

Exhibit 31(j)

CERTIFICATIONS

	I, Theodore H. Bunting, Jr., certify that:
1.	I have reviewed this annual report on Form 10-K of System Energy Resources, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer
of System Energy Resources, Inc.

Date: March 9, 2004

EX-32

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: March 9, 2004

EX-32

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Leo P. Denault, Chief Financial Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Leo P. Denault
Leo P. Denault
Executive Vice President and
Chief Financial Officer

Date: March 9, 2004

EX-32

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: March 9, 2004

EX-32

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Reports on Form 10-K of the Companies for the year ended December 31, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: March 9, 2004

EX-32

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: March 9, 2004

EX-32

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,Jay A. Lewis, Vice President and Chief Financial Officer of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Reports on Form 10-K of the Companies for the year ended December 31, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Jay A. Lewis
Jay A. Lewis
Vice President and Chief Financial Officer

Date: March 9, 2004

EX-32

Exhibit 32(j)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Theodore H. Bunting, Jr., Chief Financial Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Annual Report on Form 10-K of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and
Chief Financial Officer

Date: March 9, 2004

EX-99

Consolidated Financial Statements

Entergy - Koch, LP

Years ended December 31, 2003and 2002, and Eleven Months Ended December 31, 2001

Report of Independent Auditors

The Audit Committee of the Board of
    Directors of EKLP, LLC and
    Partners of Entergy – Koch, LP

We have audited the accompanying consolidated balance sheets of Entergy – Koch, LP (the “Partnership”) as of December 31, 2003 and 2002, and the related consolidated statements of income, changes in partners’ capital, and cash flows for each of the two years in the period ended December 31, 2003, and the eleven months ended December 31, 2001. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Entergy – Koch, LP at December 31, 2003 and 2002, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2003, and the eleven months ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

As further discussed in Note 3 to the consolidated financial statements, in 2003 and 2002 the Partnership changed its method of accounting for inventory held for trading purposes and energy trading contracts not qualifying as derivatives.

                                                                                    Ernst & Young LLP

Houston, Texas
March 4, 2004

Entergy – Koch, LP

Consolidated Balance Sheets

	December 31,
	2003	2002
	(In Thousands)
Assets
Current assets:
Cash and cash equivalents	$     277,964	$     115,960
Margin and collateral deposits	186,624	163,848
Accounts receivable:
Trade (less allowance of $13,137 and $11,955,  respectively)	859,328	769,285
Affiliates	37,305	30,067
Contribution receivable	–	32,831
Transportation and exchange receivables	44,170	26,699
Receivable from Partners	6,755	7,646
Natural gas inventory	249,332	396,992
Assets from trading activities	680,643	571,172
Other current assets	195,701	196,716
Total current assets	2,537,822	2,311,216
Noncurrent assets:
Property, plant, and equipment, net	947,839	908,259
Assets from trading activities	192,316	183,506
Other noncurrent assets	39,665	33,234
Total noncurrent assets	1,179,820	1,124,999
Total assets	$  3,717,642	$  3,436,215

	December 31,
	2003	2002
	(In Thousands)
Liabilities and partners’ capital
Current liabilities:
Accounts payable:
Trade	$         821,735	$     693,055
Affiliates	7,478	31,778
Transportation and exchange payables	28,277	15,917
Collateral held on deposit	114,347	167,975
Liabilities from trading activities	574,870	519,922
Accrued liabilities	135,576	87,399
Notes payable – credit facilities	32,337	248,000
Other current liabilities	8,532	2,965
Total current liabilities	1,723,152	1,767,011
Noncurrent liabilities:
Senior notes (net of discount)	501,721	299,222
Liabilities from trading activities	291,542	143,843
Other noncurrent liabilities	17,981	16,974
Total noncurrent liabilities	811,244	460,039
Commitments and contingencies
Partners’ capital:
General Partner (including accumulated other comprehensive        (loss) income of $(21) and $40, respectively)	11,832	12,092
Limited Partners (including accumulated other comprehensive       (loss) income of $(2,030) and $3,938, respectively)	1,171,414	1,197,073
Total partners’ capital	1,183,246	1,209,165
Total liabilities and partners’ capital	$      3,717,642	$       3,436,215

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Income

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Natural gas pipeline:
Revenues:
Transportation and storage – trade	$     110,079	$       120,476	$       105,299
Transportation and storage – affiliates	12,370	6,368	3,170
Retained fuel and other	54,352	34,240	52,631
Total natural gas pipeline revenues	176,801	161,084	161,100
Costs:
Operations and maintenance	116,923	69,857	65,609
Taxes other than income	6,625	5,854	5,684
Total natural gas pipeline costs	123,548	75,711	71,293
Trading:
Net gain from trading activities	339,362	259,472	257,747
Gross profit	392,615	344,845	347,554
Depreciation and amortization	42,851	42,087	35,281
General and administrative	156,932	147,529	104,675
Operating income	192,832	155,229	207,598
Other income and expense:
Interest income	6,020	1,728	2,868
Interest expense	(28,527)	(22,238)	(20,828)
Other (expense) income	(966)	18,225	(2,717)
Total other expense	(23,473)	(2,285)	(20,677)
Income before income tax expense and cumulative effect of    changes in accounting principle	169,359	152,944	186,921
Income tax expense	4,494	3,684	3,510
Income before cumulative effect of changes in accounting    principle	164,865	149,260	183,411
Cumulative effect of changes in accounting principle (net of    tax benefit of $4,477 in 2003)	15,245	–	(11,330)
Net income	$     180,110	$       149,260	$       172,081

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Changes in Partners' Capital

	General Partner	Limited Partners	Total
	(In Thousands)
Balance at February 1, 2001 (Inception)	$         8,510	$     842,505	$     851,015
Net income	1,721	170,360	172,081
Other comprehensive income:
Foreign currency translation	3	332	335
Net cash flow hedge gain	56	5,558	5,614
Net cash flow hedge gain recognized in net income	(42)	(4,146)	(4,188)
Total other comprehensive income	17	1,744	1,761
Total comprehensive income	1,738	172,104	173,842
Balance at December 31, 2001	10,248	1,014,609	1,024,857
Capital contribution	328	32,503	32,831
Net income	1,493	147,767	149,260
Other comprehensive income:
Foreign currency translation	37	3,606	3,643
Net cash flow hedge gain	26	2,543	2,569
Net cash flow hedge gain recognized in net income	(40)	(3,955)	(3,995)
Total other comprehensive income	23	2,194	2,217
Total comprehensive income	1,516	149,961	151,477
Balance at December 31, 2002	12,092	1,197,073	1,209,165
Capital distributions	(2,000)	(198,000)	(200,000)
Net income	1,801	178,309	180,110
Other comprehensive income:
Foreign currency translation	69	6,824	6,893
Net cash flow hedge loss	(133)	(13,114)	(13,247)
Net cash flow hedge loss recognized in net income	3	322	325
Total other comprehensive loss	(61)	(5,968)	(6,029)
Total comprehensive income	1,740	172,341	174,081
Balance at December 31, 2003	$      11,832	$  1,171,414	$  1,183,246

See accompanying notes.

Entergy - Koch, LP

Consolidated Statements of Cash Flows

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Cash flows from operating activities
Net income	$     180,110	$       149,260	$       172,081
Adjustments to reconcile net income to net cash flows provided by    (used in) operating activities:
Provision for loss on accounts receivable	1,182	11,507	448
Depreciation and amortization	42,851	42,087	35,281
Cumulative effect of change in accounting principle	(15,245)	–	11,330
Change in net assets from trading activities	87,801	15,844	(49,534)
Gain on sale of asset	–	(775)	–
Net changes in working capital	132,656	(373,657)	143,304
Change in net other noncurrent assets and liabilities	1,273	13,426	(21,706)
Net cash flows provided by (used in) operating activities	430,628	(142,308)	291,204
Cash flows from investing activities
Capital expenditures	(88,277)	(50,133)	(26,869)
Proceeds from sale of asset	–	9,897	–
Net cash flows used in investing activities	(88,277)	(40,236)	(26,869)
Cash flows from financing activities
Net (repayment) borrowing of credit facility notes payable	(215,663)	88,000	(305,751)
Repayment of notes payable to partners	–	–	(212,000)
Capital contribution	32,831	–	–
Proceeds from senior notes borrowing	199,910	–	299,094
Capital distributions	(200,000)	–	–
Net cash flows (used in) provided by financing activities	(182,922)	88,000	(218,657)
Effect of exchange rate changes on cash and cash equivalents	2,575	3,486	484
Net change in cash and cash equivalents	162,004	(91,058)	46,162
Cash and cash equivalents, beginning of period	115,960	207,018	160,856
Cash and cash equivalents, end of period	$     277,964	$       115,960	$       207,018
Cash paid for taxes (in millions)	$              6.9	$              6.4	$              1.6
Cash paid for interest (in millions)	$            27.8	$            25.9	$            17.7

See accompanying notes.

Entergy - Koch, LP

Notes to Consolidated Financial Statements

December 31, 2003

1. Organization and Nature of Operations

Entergy – Koch, LP (“EKLP” or the “Partnership”), is a limited partnership indirectly owned by subsidiaries of Entergy Corporation (“Entergy”) and Koch Industries, Inc. (“Koch”) (collectively, the “Partners”). Subsidiaries of Entergy and Koch own 99% of the Partnership through limited partner interests, and the remaining 1% of the Partnership is owned by the general partner, EKLP, LLC, a company owned 50% by EK Holding III, LLC (an Entergy subsidiary), and 50% by Koch Energy, Inc. (a Koch subsidiary). EKLP, LLC, is managed by a board of directors, with each partner having equal representation.

Pursuant to the Agreement of Limited Partnership, dated January 31, 2001 (the “Partnership Agreement”), general distributions are equally shared by the Partners; however, the Partners disproportionately share in certain profits and special allocations, which occur periodically and would occur upon liquidation. The Partnership Agreement also requires that distributions of cash be made quarterly, based on EKLP, LLC’s determination of excess cash, which determination is based on EKLP management’s recommendation.

EKLP was formed to combine certain natural gas and power trading contracts and assets of Entergy with the natural gas pipeline business and the natural gas, power, and weather trading business of Koch. The accompanying consolidated financial statements reflect the transactions of the Partnership subsequent to its inception. The Partnership operates these contributed businesses, contracts, and assets primarily through four wholly owned subsidiaries: Gulf South Pipeline Company, LP (“Gulf South”), Entergy – Koch Trading, LP (“EKT US”), Entergy – Koch Trading Canada, ULC (“EKT CAN”), and Entergy – Koch Trading, Ltd. (“EKT Europe”).

Gulf South is engaged in the gathering, transmission, and storage of natural gas in the Gulf Coast region of the United States. Gulf South’s operations are collectively referred to as “pipeline services” in these notes and comprise one of the two reportable segments of the Partnership.

EKT US engages in physical and financial natural gas trading, including asset optimization services and weather derivatives trading in the United States and Canada, as well as physical and financial power trading throughout the United States. EKT CAN, which began operations in December 2002, engages in physical and financial natural gas trading, including asset optimization services, in Canada. EKT Europe engages in physical and financial natural gas and power trading as well as weather derivatives trading in the United Kingdom and Western Europe. The EKT US, EKT Europe, and EKT CAN operations are collectively referred to as “EKT” or “trading services” in these notes and comprise one of the two reportable business segments of the Partnership.

2. Significant Accounting Policies

Principles of Consolidation – The consolidated financial statements include the accounts of all of the Partnership’s wholly owned subsidiaries after the elimination of significant intercompany transactions and balances. Investments in entities that are not controlled by the Partnership are accounted for using either the cost or equity method, as appropriate. These investments are regularly reviewed for impairment and propriety of current accounting treatment.

Regulatory Accounting – Gulf South is regulated by the Federal Energy Regulatory Commission (“FERC”). Gulf South does not apply Statement of Financial Accounting Standards (“SFAS”) No. 71, Accounting for the Effects of Certain Types of Regulation, (“SFAS No. 71”), which provides that rate-regulated public utilities account for and report assets and liabilities consistent with the economic effect of the way in which regulators establish rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it reasonable to assume that such rates can be charged and collected. Competition in Gulf South’s market area often results in discounts off the maximum allowable rate. Accordingly, the application of SFAS No. 71 is not appropriate.

Cash and Cash Equivalents – Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, and money market accounts with original maturities of three months or less. All highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents.

Margin and Collateral Deposits – Margin and collateral deposits consist primarily of cash that the Partnership has on deposit with counterparties for margin or collateral requirements related to trading futures, swap, and option contracts. Pursuant to the Partnership’s contracts with each counterparty, the margin or collateral on deposit will vary based on changes in market prices, the Partnership’s credit rating, and various other factors. As further discussed in Note 7, “Concentrations of Credit Risk,” the Partnership also requires collateral from their counterparties based on similar criteria. Amounts from financial instruments received as collateral from counterparties are recorded as “collateral held on deposit.”

Accounts Receivable-Trade – Accounts receivable-trade are stated at the historical carrying amount net of write-offs and allowance for doubtful accounts receivable, and represent claims against third parties that will be settled in cash. An allowance for doubtful accounts is established when needed based on factors including historical experience with the particular counterparty, economic trends and conditions, the age of the underlying receivable, and the Partnership’s ability to exercise the right of offset. Interest receivable on delinquent accounts receivable is included in the accounts receivable-trade balance and recognized as interest income when contractually permissible and collectibility is reasonably assured. Past due accounts receivable-trade are written off when either internal collection efforts have been unsuccessful or when a settlement is reached for an amount that is less than the outstanding historical balance.

Transportation and Exchange Receivables and Payables – Transportation and exchange receivables and payables result from differences in gas volumes received and delivered by Gulf South. Such receivables and payables are valued in accordance with Gulf South’s tariff at market indices for the production month during which the receivables and payables were created. Customers can settle transportation and exchange receivables and payables with cash or in-kind payment, or by trading imbalances with other shippers. Receivables and payables, which will be settled in-kind, are valued monthly at market. The net gas imbalance resulting from these transactions is recorded as an asset or liability, as appropriate.

Natural Gas Inventory – Pipeline Services – Retained fuel and excess gas available for resale are classified as inventory and are valued at the lower of weighted-average cost or market. Volumes in storage held on behalf of others as of December 31, 2003 and 2002, were 47.0 bcf and 41.1 bcf, respectively. Such volumes are excluded from Gulf South’s inventory.

Natural Gas Inventory – Trading Services – Trading inventory is comprised of natural gas held for resale. As further discussed in Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” the Partnership adopted Emerging Issues Task Force (“EITF”) Issue No. 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities (“EITF No. 02-3”). As such, inventory as of December 31, 2003 and 2002, acquired subsequent to October 25, 2002, is recorded at the lower of weighted-average cost or market, including a lower of cost or market write-down of $2 million as of December 31, 2002. Inventory acquired prior to the aforementioned adoption of EITF No. 02-3 is valued at market. The Partnership treated the adoption of EITF No. 02-3 related to trading inventory prospectively, as allowed, because it did not have sufficient information to report the change in a manner similar to a cumulative effect of a change in accounting principle.

Included in other current assets are amounts related to natural gas volumes held in third-party facilities and for which title has transferred to such third parties, but to which the Partnership has rights in the future. Such amounts are recorded at the lower of weighted-average cost or market based on the notional volumes to which the Partnership has rights. The Partnership may hold title to other natural gas volumes to which third parties have the rights to under similar arrangements. The amounts related to these transactions are recorded in other current liabilities and are carried at market or weighted-average cost, whichever is higher.

Trading and Risk Management Activities – Pipeline Services – In accordance with the Partnership’s risk management policy, Gulf South utilizes natural gas futures, swap, and option contracts (collectively, the “hedge contracts”) to hedge certain exposures to market price fluctuations on the upcoming years’ anticipated sales of excess gas inventory. The changes in the fair value of the hedge contracts are expected to, and do, have a high correlation to changes in the anticipated sales prices of excess gas inventory and, therefore, qualify as cash flow hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS No. 133”). In addition, if the hedge contracts cease to have high correlation, or if the forecasted sale is deemed no longer probable to occur, hedge accounting is terminated and the associated changes in fair value of the derivative financial instruments are recognized in the related period of change as “Retained fuel and other revenues” on the consolidated statements of income.

The hedge contracts are reported in the consolidated balance sheets at fair value in “Other current assets and liabilities.” The related gains or losses derived from changes in the fair value of the hedge contracts are deferred in Partners’ capital (as a component of accumulated other comprehensive income). These deferred gains and losses are recognized as "Retained fuel and other revenues" on the consolidated statements of income when the excess gas inventory is sold. However, to the extent that the change in the fair value of the hedge contracts does not effectively offset the change in the fair value of the anticipated sales prices of excess gas inventory, the ineffective portion of the hedge contracts is immediately recognized as “Retained fuel and other revenues.”

As of December 31, 2003, Gulf South has included a net deferred loss on these cash flow hedges in “Accumulated other comprehensive income” of approximately $1 million. Gulf South expects to reclassify the entire amount to “Retained fuel and other revenues” over the next 12 months. Such amounts were immaterial for the year ended December 31, 2002, and the eleven months ended December 31, 2001. For the years ended December 31, 2002 and 2003, and the eleven months ended December 31, 2001, the ineffective portion of these hedges was immaterial.

Trading and Risk Management Activities – Trading Services – EKT offers risk management services to the natural gas, power, and weather markets, and optimization services related to the natural gas storage and transportation assets of its customers. These services are provided through a variety of financial instruments, including forward contracts involving cash settlement or physical delivery of natural gas or power; swap contracts requiring payment to (or receipts from) counterparties based on the difference between two prices for (or related to) natural gas, power, or weather; and option contracts requiring payment to (or receipts from) counterparties based on the difference between the option’s strike and the related market price for natural gas, power, or weather.

As required by EITF No. 02-3, the mark-to-market method is used to account for all derivative trading activities and the accrual method of accounting is used to account for storage, transportation, and asset optimization contracts not qualifying as derivatives under SFAS No. 133 and executed subsequent to October 25, 2002. The accounting method used for these non-derivative contracts executed prior to and up to that date was changed from the mark-to-market method to the accrual method on January 1, 2003. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements.”

As required by EITF Issue No. 99-2, Accounting for Weather Derivatives (“EITF No. 99‑2”), the Partnership uses the mark-to-market method to account for all trading related weather contracts.

Under the mark-to-market method, derivative contracts are recorded at quoted or estimated market value, with resulting unrealized gains and losses recorded as “Assets from trading activities” and “Liabilities from trading activities,” respectively, on the consolidated balance sheets according to their term to maturity. Current period changes in the assets and liabilities from trading activities are recognized as net gains or losses in “Net gain from trading activities” on the consolidated statements of income. Changes in the assets and liabilities from trading activities result primarily from changes in the valuation of the portfolio of contracts, maturity and settlement of contracts, and newly originated transactions. Terms regarding cash settlement of the contracts vary with respect to the actual timing of cash receipts and payments. Accounts receivable, accounts payable, and margin and collateral deposits include settlement amounts for financial derivatives for which the contractual settlement price has been published at the end of the accounting period. As a result, at December 31, 2003, accounts receivable and accounts payable included $88.2 million and $64 million, respectively, of January 2004 settled financial forward contracts valued using the published January 2004 futures price. At December 31, 2002, accounts receivable and accounts payable include $101.9 million and $97.9 million, respectively, of January 2003 settled financial forward contracts valued using the published January 2003 futures price. Margin and collateral deposits include $(1.9) million and $67.3 million of January 2003 and January 2004 settled futures, at December 31, 2003 and December 31, 2002, respectively.

The market prices and models used to value the derivatives reflect management’s best estimate considering various factors, including closing exchange and over-the-counter quotations, time value, and volatility underlying the contracts. The values are adjusted to reflect the potential impact of liquidating EKT’s position in an orderly manner over a reasonable time period under present market conditions and to reflect other types of risks, including model risk and credit risk. When quoted market prices are not available, EKT utilizes other valuation techniques to estimate market value. The use of these techniques requires EKT to make estimations with respect to future prices, volatility, liquidity, and other variables. Changes in market prices and management’s estimations directly affect the estimated market value of these transactions. Accordingly, it is reasonably possible that such estimates could change in the near term.

Beginning January 1, 2003, EKT US utilizes futures contracts to mitigate the variability in cash flows of anticipated future natural gas purchases and sales and accounts for these derivatives as cash flow hedges and has designated these contracts as hedges in accordance with SFAS No. 133. The changes in the fair value of the hedge contracts are expected to, and do, have a high correlation to changes in the anticipated natural gas purchases and sales and, therefore, qualify as cash flow hedges under SFAS No. 133. In addition, if the hedge contracts cease to have high correlation or if the forecasted purchase or sale are deemed no longer probable to occur, hedge accounting is terminated and the associated changes in fair value of the derivatives are recognized in the related period of change in “Net gain from trading activities” on the consolidated statements of income.

The natural gas derivatives of EKT US designated as hedges have an average term of less than one year, with the maximum term being two years. Contract terms represent the span of time over which EKT US is hedging its exposure to variability in future cash flows from the purchase and sale of natural gas.

The fair value of these derivatives are reported in the consolidated balance sheets in “Assets and liabilities from trading activities.” As of December 31, 2003, EKT US has included a net deferred loss on these cash flow hedges in “Accumulated other comprehensive income” of approximately $11.8 million. EKT US expects to reclassify approximately $1.3 million of deferred loss to “Net gain from trading activities” over the next 12 months. For the year ended December 31, 2003, the ineffective portion of these hedges recorded in “Net gain from trading activities” was approximately $5 million.

EKT’s asset optimization contracts relate to the natural gas storage and transportation assets of the related counterparties. Revenues, costs, and profit-sharing obligations associated with these asset optimization contracts are recognized based on the terms of the contract as such revenues are earned, costs are incurred, and when profit-sharing obligations arise. In addition, EKT enters into derivative contracts to manage market risk associated with its asset optimization contracts. These derivative contracts have not been designated as hedges and continue to be recorded at fair value.

All of EKT’s derivative transactions are subject to the Partnership’s risk management policy, which includes monitoring the creditworthiness of each counterparty. To the extent that a counterparty in these transactions is unable to meet its settlement commitments, the Partnership’s exposure to credit risk increases.

Trading and Risk Management Activities – Treasury – Pursuant to SFAS No. 133, the Partnership accounts for changes in the fair value of treasury related derivative instruments depending on whether they have been designated and qualify as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Partnership designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or cash flow hedge.

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the same line item associated with the hedged item in current earnings during the period of the change in fair values. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of “Other comprehensive income” and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, is recognized in current earnings during the period of change.  For derivative instruments not designated as hedging instruments, the gain or loss is recognized in current earnings during the period of change.

The Partnership has entered into an interest rate swap agreement for interest rate risk exposure management purposes, which has been designated as a fair value hedge pursuant to SFAS No. 133. The interest rate swap agreement utilized by the Partnership effectively modifies the Partnership’s exposure to interest risk by converting the Partnership’s $200 million in fixed rate debt issued August 21, 2003, to a floating rate. This agreement involves the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of the underlying principal amount.

Hedge effectiveness is assessed as the change in the fair value of the hedging instrument relative to the change in the fair value of the related debt. During the year ended December 31, 2003, the Partnership recognized an immaterial net gain, included as a component of interest income, related to the ineffective portion of its fair value hedge of interest rate risk exposure. The effect of the fair value hedge for the year ended December 31, 2003, was to increase the carrying value of the associated debt by $2.5 million. A corresponding asset in approximately the same amount has been recorded in “Other assets”. On December 31, 2003, there were no hedged firm commitments that did not qualify as fair value hedges.

Additionally, the Partnership enters into forward foreign currency swaps associated with certain intercompany debt balances carried by the domestic entity and which are denominated in British pound. The swaps are used to counteract the effects of changes in foreign currency exchanges rates. For the year ended December 31, 2003, the foreign currency swaps resulted in a loss of $14.5 million.

Property, Plant, and Equipment – Property, plant, and equipment, including the working gas and base gas necessary to operate the pipeline, are recorded at historical cost or at the value established at the time of the Partnership inception. Construction costs and expenditures for major renewals and improvements, which extend the lives of the respective assets, are capitalized. Expenditures for maintenance, repairs, and minor renewals and improvements are charged to expense as incurred. Pipeline facilities are depreciated using the straight-line method based on average useful lives ranging from 4 to 30 years. Depreciation of constructed assets begins when the asset is placed in service. Computer hardware and software are depreciated using the straight‑line method based on average useful lives ranging from three to five years. Working gas and base gas are not depreciated.

The Partnership assesses impairment of its long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Intangible Assets – Intangible assets relate to the weather trading business and represent the logic utilized in the proprietary weather derivative valuation models, analytics that are used to translate weather information into trading strategies, and the proprietary data infrastructure that facilitates creation of structured weather derivative products. These intangible assets are amortized on a straight-line basis over a ten-year period and are included as “Other noncurrent assets” on the consolidated balance sheets.

Intangible assets are assessed annually for impairment. Indicators used by management to assess whether the intangible assets are impaired include a significant change in the extent or manner in which the intangible assets are used; a significant adverse change in the business climate that would affect the value of the intangible assets; an adverse action by a regulator, or a current-period operating or cash flow loss for the weather trading business, combined with a history of such that demonstrates continuing losses associated with the intangible assets derived from the weather trading business. There were no impairments of intangible assets for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001.

Income Taxes – The Partnership’s consolidated financial statements reflect no provision for United States federal and state income taxes since such taxes, if any, are the liabilities of the Partners. Foreign income taxes are provided for the Partnership’s subsidiaries, which are subject to taxation in foreign jurisdictions. Deferred tax assets and liabilities are recognized for the expected foreign tax consequences of the temporary differences between the tax bases of assets and liabilities and their financial statement carrying amounts in foreign jurisdictions. Such deferred tax assets and liabilities are not significant at December 31, 2003 and 2002.

Revenue Recognition – Revenues for the transportation and storage of natural gas are recognized based on volumes received and delivered in accordance with contractual terms at the time the transportation or storage services are rendered. Retained fuel is a component of Gulf South’s tariff structure, which provides for the recovery of fuel amounts expensed by the pipeline as operations and maintenance costs. Retained fuel is recognized as “Retained fuel and other revenues” on the consolidated statements of income at market prices in the month of retention. Retained fuel revenues for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, are $54.1 million, $26.7 million, and $41.6 million, respectively.

Net Gain From Trading Activities – The accompanying consolidated financial statements present revenues, costs, and realized and unrealized gains and losses from derivatives for trading services on a net basis in “Net gain from trading activities” in the consolidated statements of income. Revenues from sales of physical natural gas and power are recognized in the month of delivery. The associated costs including transportation and transmission charges are recognized concurrent with the revenue.

Foreign Currency – Management has determined the functional currency of EKT Europe to be the British pound. As such, the assets and liabilities of EKT Europe are translated at the exchange rate on the consolidated balance sheet date. Revenues and expenses for EKT Europe are translated at a weighted-average exchange rate for the financial reporting period then ended. Foreign currency translation adjustments are reported in Partners’ capital (as a component of other comprehensive income). Individually significant transactions are translated at the exchange rate on the date of the transaction. Foreign exchange transaction gains and losses are recognized as “Other income (expense)” on the consolidated statements of income of the period. For the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, foreign exchange gains of approximately $1.3 million, $7.1 million, and $0.4 million, respectively, are included in “Other income (expense).”

Use of Estimates – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make various assumptions and estimates that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. See related discussion in “Trading and Risk Management Activities.”

Reclassifications – Certain reclassifications have been made to the presentation of balances from prior periods to conform with the current-period presentation. These reclassifications have no effect on previously reported results of operations.

3. Changes in Accounting Principles and New Accounting Pronouncements

Changes in Accounting Principles

EITF No. 02-3 – In October 2002, the EITF reached consensus in EITF No. 02-3 to rescind EITF Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities (“EITF No. 98-10”), EITF Issue No. 00-17, Measuring the Fair Value of Energy-Related Contracts in Applying No. 98-10, and Financial Accounting Standards Board (“FASB”) Staff Announcement Topic D-105, Accounting in Consolidation for Energy Trading Contracts, between Affiliated Entities When Activities of One but Not Both Affiliates Are within the Scope of EITF Issue No. 98‑10, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities” (“Topic No. D-105”). According to the consensus, “other energy contracts” such as storage and transportation contracts, not qualifying as derivatives pursuant to SFAS No. 133 executed prior to October 26, 2002, shall no longer be marked-to-market effective January 1, 2003. The accrual basis of accounting is required for contracts executed subsequent to October 25, 2002. In addition, for fiscal years beginning after December 15, 2002, gains and losses on all derivative instruments should be shown net in the income statement, whether or not settled physically, if the derivatives are held for trading purposes. EITF No. 02-3 also clarified that with the rescission of EITF No. 98-10, it would no longer be an acceptable industry practice to account for inventory held for trading purposes at fair value when fair value exceeds cost, except as provided by higher level accounting principles generally accepted in the United States. Application of EITF No. 02-3, in relation to restating the carrying value of inventory, may be applied prospectively if there is insufficient information to report a change in accounting for inventory in a manner similar to a cumulative effect of a change in accounting principle.

The Partnership prospectively adopted the provisions of EITF No. 02-3 related to inventory held for trading purposes and energy trading contracts, not qualifying as derivatives, and executed subsequent to October 25, 2002. The Partnership adopted EITF No. 02-3 in January 1, 2003 for its nonderivative energy trading contracts executed prior to October 26, 2002, and reported an increase to net income of $14.7 million as a cumulative effect of a change in accounting principle, net of tax. As a result of the adoption of EITF No. 02-3, the Partnership no longer recognizes energy trading contracts under mark-to-market accounting unless these contracts meet the definition of a derivative in accordance with SFAS No. 133 or the contract is a weather derivative. The Partnership has retained net presentation of all of its trading activities in the consolidated statements of income. The Partnership estimates that the adoption of EITF No. 02-03 negatively impacted after-tax earnings for the year ended December 31, 2003, by approximately $90 million.

In November 2002, EITF 02-3 was revised to state that an unrealized gain or loss at inception of a derivative instrument should not be recognized unless the fair value of that instrument is obtained from a quoted market price in an active market or is otherwise evidenced by comparison to other observable current market transactions or based on a valuation technique incorporating observable market data. Adoption by the Partnership of this November revision to EITF 02-3 was applied by the Partnership prospectively and did not have a material impact on the Partnership’s consolidated financial position or results of operations.

SFAS No. 143 – On January 1, 2003, the Partnership also adopted SFAS No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”). SFAS No. 143 requires legal obligations associated with retirement of long-lived assets to be recognized at their fair value at the time the obligations are incurred. The liability is reported at fair value and is adjusted in subsequent periods as accretion expense is recorded. Corresponding retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the useful life of the asset. The Partnership has identified a legal obligation associated with the abandonment of its offshore pipeline laterals. Pursuant to federal regulations, the Partnership may have a legal obligation to plug and abandon pipelines, and remove platforms, once gas flow has ceased.

Upon adoption of SFAS No. 143, the Partnership recorded an additional long-term liability of $1.9 million, for a total long-term liability of $3.5 million related thereto, and a net property, plant, and equipment asset of $2.4 million at January 1, 2003. This resulted in a cumulative effect of a change in accounting principle of $0.5 million. Accretion and depreciation expense subsequent to the adoption SFAS No. 143 decreased net income by $0.5 million for the year ended December 31, 2003.

SFAS No. 144 – In August 2001, SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”), was issued. This statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets to be Disposed Of. SFAS No. 144 retains the applicability to discontinued operations, and broadens the presentation of discontinued operations to include a component of an entity. The statement is being applied prospectively and initial adoption of this statement on January 1, 2002, did not have any impact on the Partnership’s consolidated financial position or results of operations.

SFAS No. 142 – SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”), which required goodwill and intangible assets with indefinite lives be assessed for impairment rather than amortized, was adopted by the Partnership on January 1, 2002, with no material impact on the Partnership’s consolidated financial position or results of operations.

Topic No. D105 – Topic No. D-105 was issued in November 2001. The Announcement stated that energy trading transactions or contracts (and any related mark-to-market gains and losses) between entities of the same consolidated group should be eliminated in consolidation. The Partnership adopted Topic No. D-105 on December 31, 2001. Upon adoption, income was reduced by approximately $11.3 million. Such reduction is reported as the effect of a change in accounting principle for the eleven months ended December 31, 2001. As a result of the change, net income of the Partnership for the eleven months ended December 31, 2001 is the same as if Topic No. D-105 had been adopted at the inception of the Partnership on February 1, 2001. Topic No. D-105 was superceded by EITF No. 02-3.

New Accounting Pronouncements

FIN 46 – In January 2003, the FASB issued Financial Interpretation No. 46, Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51 (“FIN 46”), as revised in December 2003. FIN 46 addresses consolidation by business enterprises of variable interest entities (“VIEs”). The primary objective of the FIN 46 is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as VIEs. FIN 46 requires an enterprise to consolidate a VIE if that enterprise has a variable interest that will absorb a majority of the entity’s expected losses, if they occur, receive a majority of the entity’s expected residual returns, if they occur, or both. An enterprise shall consider the rights and obligations conveyed by its VIEs in making this determination. The Partnership is required to fully adopt the provisions of FIN 46 as of January 1, 2005, and continues to evaluate the impact that adoption will have on its financial statements.

SFAS 149 – In April 2003, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS No. 149”) was issued. SFAS No.149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts and hedging activities under SFAS No. 133. SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133. In addition, it clarifies when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 amends certain other existing pronouncements. Those changes will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 was effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The provisions of SFAS No. 149 that relate to SFAS No. 133, Implementation Issues, that have been effective for periods that began prior to June 15, 2003, continue to be applied in accordance with their respective effective dates. The adoption of SFAS No. 149 did not have an impact on the consolidated financial statements of the Partnership.

4. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income are as follows:

	December 31, 2003			December 31, 2002			December 31, 2001
	General Partner	Limited Partners	Total	General Partner	Limited Partners	Total	General Partner	Limited Partners	Total
	(In Thousands)
Accumulated other    comprehensive income:
Accumulated foreign               currency translation	$   109	$ 10,762	$ 10,871	$     40	$  3,938	$    3,978	$        3	$       332	$      335
Accumulated net cash flow     hedge (loss) gain	(51)	(5,013)	(5,064)	82	8,101	8,183	56	5,558	5,614
Accumulated net cash flow    hedge gain recognized in net income	(79)	(7,779)	(7,858)	(82)	(8,101)	(8,183)	(42)	(4,146)	(4,188)
	$    (21)	$ (2,030)	$ (2,051)	$     40	$  3,938	$    3,978	$      17	$    1,744	$   1,761

5. Supplemental Cash Flow Information

Changes in the components of working capital are as follows:

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable, trade	$      (91,225)	$    (262,697)	$     470,246
(Increase) decrease in accounts receivable, affiliate	(7,238)	(8,387)	12,505
Decrease in receivable from partners	891	3,731	32,028
Change in net transportation and exchange receivables and        payables	(5,111)	(1,461)	(20,663)
Change in net margin and collateral	(76,404)	4,056	114,489
Decrease (increase) in natural gas inventory	154,641	(168,327)	(185,953)
Increase (decrease) in accounts payable, trade	128,680	231,953	(347,780)
(Decrease) increase in accounts payable, affiliates	(24,300)	1,392	3,510
Increase (decrease) in accrued liabilities	42,934	(20,583)	70,575
Change in other current assets and liabilities, net	9,788	(153,334)	(5,653)
Total	$     132,656	$    (373,657)	$     143,304

Natural gas inventory at December 31, 2003, includes approximately $7 million related to excess gas volumes transferred from working gas.

6. Fair Value of Financial Instruments

At December 31, 2003 and 2002, the carrying amounts of certain financial instruments held by the Partnership, including cash equivalents, accounts receivable and payable, notes payable, and transportation and exchange receivables and payables, are representative of fair value because of the short-term maturity of these instruments. In addition to the financial instruments listed above, the Partnership held financial instruments for trading and risk management activities, as well as debt instruments.

The fair value of all of the Partnership’s derivative financial instruments and other trading contracts is the estimated amount at which management believes the instruments could be liquidated over a reasonable period of time, based on quoted market prices, current market conditions, or other estimates obtained from third-party brokers or dealers. See Note 2, “Significant Accounting Policies” under “Trading and Risk Management Activities,” for additional information.

The fair value of the Partnership’s derivatives, financial instruments, and other trading contracts at December 31, 2003 and 2002, is summarized in the following tables:

	December 31, 2003
	Estimated Fair Value		Carrying Amount
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Trading(1)
Natural gas	$   499,610	$   541,699	$   499,610	$   541,699
Power	348,267	296,814	348,267	296,814
Weather	20,069	21,177	20,069	21,177
Other energy-related commodities	5,013	6,722	5,013	6,722
	$   872,959	$   866,412	$   872,959	$   866,412
Non-Trading(2)
Interest rate swap	$       2,058	$              –	$       2,058	$              –
Natural gas	352	1,176	352	1,176
Foreign currency swap	–	1,497	–	1,497
	$       2,410	$       2,673	$       2,410	$       2,673
Debt instruments
Senior notes(3)	$              –	$   546,252	$              –	$   501,721

⁽¹⁾   Represents the fair value of all derivatives of trading services including natural gas derivatives for cash flow hedges accounted for in accordance with SFAS No. 133. The carrying amount of trading services derivatives is included in the consolidated balance sheet as “Assets and liabilities from trading activities.”

⁽²⁾   The carrying amount is included in the consolidated balance sheet in “Other current assets” and “Other current liabilities.”

⁽³⁾The estimated fair value of the senior notes has been determined by the Partnership using available market information and selected valuation methodologies. Considerable judgment is required in interpreting market data to develop the fair value estimate. The use of different market assumptions or valuation methodologies could have a material effect on the estimated fair value.

	December 31, 2002
	Estimated Fair Value		Carrying Amount
	Assets	Liabilities	Assets	Liabilities
	(In Thousands)
Trading(1)
Natural gas(2)	$     545,976	$     524,312	$     545,976	$     524,312
Power	192,891	120,692	192,891	120,692
Weather	15,811	14,459	15,811	14,459
Other energy related commodities	–	4,302	–	4,302
	$     754,678	$     663,765	$     754,678	$     663,765
Debt instruments
Senior notes(3)	$              –	$     302,561	$              –	$     299,222

⁽¹⁾   The carrying amount is included in the consolidated balance sheet as “Assets and liabilities from trading activities.”

⁽²⁾ Models used to fair value transportation, capacity, and storage agreements exclude optionality.

⁽³⁾   The estimated fair value of the senior notes has been determined by the Partnership using available market information and selected
        valuation methodologies. Considerable judgment is required in interpreting market data to develop the fair value estimate. The use of   
        different market assumptions or valuation methodologies could have a material effect on the estimated fair value.

7. Concentrations of Credit Risk

EKT manages its own portfolio using a variety of financial instruments, which include forward, futures, swap, option, storage, and transportation contracts. EKT may attempt to balance its contractual portfolio in terms of notional amounts and the timing of performance and delivery obligations. However, net unbalanced positions often exist or are established based upon an assessment of anticipated market movements.

Inherent in the Partnership’s trading and risk management activities are certain business risks, including market risk and credit risk. Market risk is the risk that the value of the contracts and derivative financial instruments will change, either favorably or unfavorably, in response to changing market conditions. Credit risk is the risk of loss from nonperformance by suppliers, customers, or financial counterparties to a contract or an agreement. The Partnership has established procedures in order to manage and control market and credit risk, and those control procedures are reviewed on an ongoing basis. The Partnership monitors market risk through a variety of techniques, including daily reporting of the change in the contracts and derivative financial instruments’ fair value to senior management. The Partnership attempts to minimize credit risk exposure through credit policies and periodic monitoring procedures.

The notional volumes of the Partnership’s realized physical activity included in “Net gain from trading activities” are set forth below. These notional volumes represent the gross transaction volumes for trading contracts that are physically settled and are not a measure of the Partnership’s exposure to market or credit risk.

	Year Ended December 31,
	2003	2002
	(In Thousands)
Trading
Power (in MWh)	445,979	407,027
Gas (in MMBtu)	2,347,045	2,081,116

Financial instruments, which subject the Partnership to credit risk, consist principally of cash equivalents, trade receivables, and, as described above, derivative financial instruments and other energy trading contracts. In accordance with the Partnership’s investment policy, cash equivalents are invested such that credit exposure to any one financial institution is limited.

The Partnership’s operations are primarily concentrated in the energy industry. Trade receivables and other financial instruments are predominantly with energy, utility, and financial services-related companies, as well as other trading companies in the United States, the United Kingdom, Western Europe, and Canada. For the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, no single counterparty contributed in excess of 10% of “Net gain from trading activities” on the consolidated statements of income.

The Partnership maintains credit policies that management believes minimize overall credit risk. Prospective and existing customers are reviewed for creditworthiness based upon pre-established standards, providing collateral and secured payment terms, as appropriate. Pursuant to these standards, the Partnership had cash collateral held on deposit of approximately $114.3 million and $168.0 million at December 31, 2003 and 2002, respectively.

The Partnership has master netting agreements in place that allow the Partnership to offset gains and losses arising from derivative instruments that may be settled in cash and/or gains and losses arising from derivative instruments that may be settled with the physical commodity. The Partnership’s policy is to have such master netting agreements in place with significant counterparties. Assets and liabilities (current and noncurrent) from trading activities, as well as trade accounts receivable and payable, reflect the master netting agreements in place.

The counterparties associated with “Assets from trading activities” at December 31, 2003 and 2002, are summarized in the following tables:

	December 31, 2003
	Investment Grade(1)	Total
	(In Thousands)
Gas and electric utilities	$       188,105	$     211,220
Energy marketers	117,732	274,712
Financial institutions	285,879	300,805
Oil and gas producers	15,642	66,766
Industrials	10,570	11,746
Other	12,245	12,534
Total	$       630,173	877,783
Credit valuation adjustments		(4,824)
Trading exposure(2)		872,959
Collateral		(379,735)(3)
Assets from trading activities, net of collateral		$     493,224

⁽¹⁾     “Investment Grade” is primarily determined using publicly available credit ratings along with consideration of cash, collateral, standby letters of credit, and parent company guarantees. Included in “Investment Grade” are counterparties with a minimum, or a minimum implied through internal credit analysis, Standard & Poor’s or Moody’s rating of BBB- or Baa3, respectively.

⁽²⁾     Trading exposure reflects netting between current and noncurrent assets and liabilities from trading activities under master netting agreements, as applicable. Three customers’ exposure at December 31, 2003, comprised greater than 5% of assets from trading activities, of which two are included above as “Investment Grade.”

⁽³⁾       Includes collateral held on deposit and standby letters of credit. An additional $73.5 million of collateral is being applied against estimated accounts receivable.

	December 31, 2002
	Investment Grade(1)	Total
	(In Thousands)
Gas and electric utilities	$       168,790	$       173,806
Energy marketers	146,241	219,644
Financial institutions	213,716	217,017
Oil and gas producers	74,289	115,095
Industrials	31,863	32,886
Other	126	128
Total	$       635,025	758,576
Credit valuation adjustments		(3,898)
Trading exposure(2)		754,678
Collateral		(208,225)(3)
Assets from trading activities, net of collateral		$       546,453

⁽¹⁾     “Investment Grade” is primarily determined using publicly available credit ratings along with consideration of cash, collateral, standby letters of credit, and parent company guarantees. Included in “Investment Grade” are counterparties with a minimum, or a minimum implied through internal credit analysis, Standard & Poor’s or Moody’s rating of BBB- or Baa3, respectively.

⁽²⁾     Trading exposure reflects netting between current and noncurrent assets and liabilities from trading activities under master netting agreements, as applicable. One customers’ exposure at December 31, 2002, comprised greater than 5% of assets from trading activities and is included above as “Investment Grade.”

⁽³⁾     Includes collateral held on deposit and standby letters of credit. An additional $49.7 million of collateral is being applied against estimated accounts receivable.

These concentrations of counterparties may impact the Partnership’s overall exposure to credit risk, either positively or negatively, in that the counterparties may be similarly affected by changes in economic, regulatory, or other conditions. Based on the Partnership’s policies, risk exposures, and valuation adjustments related to credit, the Partnership does not anticipate a material adverse effect on its consolidated financial position as a result of counterparty nonperformance.

8. Property, Plant, and Equipment

Property, plant, and equipment is summarized as follows:

	December 31,
	2003	2002
	(In Thousands)
Land	$            712	$            712
Pipeline facilities	861,661	806,656
Working gas and base gas	93,635	101,000
Computer hardware and software	63,077	52,843
Construction in progress	43,464	20,041
	1,062,549	981,252
Accumulated depreciation	(114,710)	(72,993)
Net property, plant, and equipment	$     947,839	$     908,259

9. Senior Notes and Credit Facilities

The Partnership’s debt is summarized as follows:

	December 31,
	2003	2002
	(In Thousands)
Short-term debt:
Entergy-Koch, LP Credit Agreement (364-Day)	$                      –	$            158,000
Entergy-Koch, LP Credit Agreement (Five-Year Term)	–	90,000
Entergy-Koch Trading, LP Margin Facility Agreement	25,000	–
Entergy-Koch Trading, Ltd. Short-Term Revolving Facility	7,337	–
Notes payable – credit facilities	$            32,337	$            248,000
Long-term debt:
Entergy-Koch, LP 3.65% Senior Notes due 2006, net of discount and       including fair value adjustment	$         202,408	$                      –
Entergy-Koch, LP 6.90% Senior Notes due 2006, net of discount	299,313	299,222
Senior notes (net of discount)	$         501,721	$            299,222

Short-Term Debt

EKLP has historically maintained two primary credit facilities to manage their short-term cash requirements: a 364-day credit facility and a multi-year credit facility. In addition to these two facilities, Entergy-Koch Trading, LP and Entergy-Koch Trading, Ltd. have entered into short-term credit facilities for additional liquidity.

On December 19, 2003, EKLP renewed its 364-day credit facility with total commitments of $230 million. This facility includes the ability to issue up to $75 million of letters of credit within the total commitment of $230 million. At December 31, 2003, no loans or letters of credit were outstanding. At December 31, 2002, $158 million in loans were outstanding at a weighted-average interest rate of 2.08%. No letters of credit were outstanding. This facility expires on December 17, 2004.

On February 1, 2001, EKLP entered into a multi-year credit facility with total commitments of $105 million. This facility includes the ability to issue up to $105 million of letters of credit within the total commitment of $105 million. At December 31, 2003, no loans were outstanding under this facility, but $3.9 million in letters of credit were outstanding. At December 31, 2002, $90 million in loans were outstanding under this facility at a weighted‑average rate of 1.9% and $9.9 million in letters of credit were outstanding. This facility expires on February 1, 2006.

The interest rates and facility fees payable under the 364-day facility and on the multi-year facility vary based on the Partnership’s senior unsecured credit ratings and on the ratio of commitments utilized to the total commitments available under both facilities. At the Partnership’s current ratings, the applicable margin over LIBOR and facility fees payable are as follows:

	364-day		Multi-year
	Margin	Facility Fee	Margin	Facility Fee
Less than one-third utilization	0.475%	0.15%	0.350%	0.080%
More than one-third utilization	0.600%	0.15%	0.475%	0.080%

These facilities contain covenants that must be met in order to borrow, the most substantial of which is a limit on the ratio of consolidated total indebtedness to consolidated total capitalization of 55% or less.

On September 25, 2003, EKT US entered into a 364-day credit facility with a total commitment of $25 million. This facility may be used solely for the purpose of financing a portion of the Partnership’s margin requirements related to energy trading. Advances under the facility bear interest at LIBOR plus 0.75% and the Partnership is required to pay a facility fee at a rate of 0.125% per annum on the total commitment regardless of usage. As of December 31, 2003, $25 million was outstanding under this facility at a weighted-average interest rate of 1.85%. EKLP has guarantee obligations for EKT US under this facility. This facility contains covenants substantially similar to those in EKLP’s 364-day and multi-year credit facilities. This facility expires on September 23, 2004.

On December 1, 2003, EKT Europe entered into an uncommitted short-term credit facility with a limit of 10 million British pounds. This facility may be used for overdrafts and for money market loans. Overdrafts are repayable upon demand and money market loans are due at maturity. Advances under the facility bear interest at the bank’s cost of funds plus 0.75%. As of December 31, 2003, loans in the amount of 4.1 million British pounds ($7.3 million) were outstanding at a weighted‑average interest rate of 1.84%. EKLP has guarantee obligations for EKT Europe under this facility. This facility expires on April 24, 2004.

As of December 31, 2003, the Partnership was in compliance with all covenants under the facilities discussed above.

Long-Term Debt

On August 21, 2003, EKLP issued $200 million of senior unsecured notes at 3.65%, due August 20, 2006. These senior notes were offered at a discounted issue price of 99.955%, resulting in an effective interest rate of 3.67%. These senior notes rank equally with all other existing senior unsecured indebtedness of the Partnership. These senior notes are redeemable at the option of the Partnership, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at a price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments of principal and interest, exclusive of interest accrued to the date of redemption, at the applicable Treasury yield plus 25 basis points.

On July 24, 2001, EKLP issued $300 million of senior unsecured notes at 6.9%, due August 1, 2011. These senior notes were offered at a discounted issue price of 99.698%, resulting in an effective interest rate of 6.92%. These senior notes rank equally with all other existing unsecured indebtedness of the Partnership. These senior notes are redeemable at the option of the Partnership, in whole or in part, upon not less than 30 days’ and not more than 60 days’ prior notice at a price equal to the greater of 100% of the principal amount or the present value of the remaining scheduled payments of principal and interest, exclusive of interest accrued to the date of redemption, at the applicable Treasury yield plus 20 basis points.

Other Credit Facilities

On October 31, 2003, EKT Europe entered into a 364-day credit facility with a commitment of 40 million British pounds. This facility may be utilized for the issuance of letters of credit and bank guarantees related to the trading activity of EKT Europe. At December 31, 2003, letters of credit/bank guarantees in the amount of 19.3 million British pounds were outstanding ($34.6 million). The letter of credit/bank guaranty fees paid under this facility vary based on the Partnership’s senior unsecured credit ratings. At the Partnership’s current ratings, the fee is 0.75% per annum on the total amount of credits outstanding from time-to-time. The Partnership is not required to pay a facility fee or utilization fee under this facility. This facility contains covenants substantially similar to those in the 364-day and multi-year facilities. This facility expires on October 29, 2004

On December 1, 2003, EKT Europe entered into an uncommitted short-term credit facility with a limit of 25 million British pounds. This facility may be used for the issuance of letters of credit and bank guarantees related to the trading activity of EKT Europe. At December 31, 2003, letters of credit/bank guarantees in the amount of 15.1 million British pounds were outstanding ($27.0 million). The letter of credit/bank guaranty fee is 0.675% per annum on the total amount of credits outstanding from time to time. EKT Europe is not required to pay a facility fee or utilization fee under this facility. This facility expires on April 24, 2004.

Debt Maturity Schedule

Aggregate maturities of the principal amount of debt for the next five years and in total thereafter are as follows (in millions):

2004	$      32
2005	–
2006	200
2007	–
2008	–
Thereafter	300
Total	$    532

10. Commitments and Contingencies

Partnership Matters

Litigation – The Partnership is party to various legal actions arising in the normal course of business. Management believes that the disposition of outstanding legal actions will not have a material adverse impact on the Partnership’s consolidated financial position.

Environmental and Other Indemnification Matters – Koch Energy, Inc., indemnified the Partnership for all known environmental liabilities as of February 1, 2001, arising from conditions existing or events occurring at Gulf South operations prior to the inception of the Partnership. In addition, Koch Energy, Inc., and affiliates of Entergy have indemnified the Partnership for any unknown environmental liabilities that occurred prior to February 1, 2001, related to the respective assets contributed to the Partnership by such parties, which are identified before the tenth anniversary date of the Partnership’s formation. Any such environmental liabilities first identified prior to the sixth anniversary date are subject to a $50,000 per event deductible while those first identified after the sixth anniversary but before the tenth anniversary date are subject to a $1.0 million per event deductible.

All environmental liabilities arising from the operations of the Partnership subsequent to January 31, 2001, are the obligation of the Partnership. Koch Energy, Inc., and affiliates of Entergy have also agreed to indemnify the Partnership for all other losses and expenses the Partnership incurs in connection with any claim, litigation, or suit arising prior to the Partnership’s formation out of the operations of the Partners’ respective businesses or assets that the Partners contributed to EKLP.

Regulatory Matters– EKLP is subject to regulation by various federal, state, and local government agencies, and from time to time receives formal and informal requests for information from such agencies.

As an indirect partially owned subsidiary of Entergy, a registered holding company under the Public Utility Holding Company Act of 1935 (the “1935 Act”), EKLP generally must comply with certain requirements established in the 1935 Act, as well as rules and orders issued by the Securities and Exchange Commission under the 1935 Act that are applicable to investments by Entergy in non-utility companies.

The transportation of natural gas in interstate commerce is subject to regulation by the FERC under the Natural Gas Act and, to a lesser extent, the Natural Gas Policy Act of 1978, as amended. The FERC has jurisdiction over setting a pipeline’s rates, terms, and conditions of service, and the construction of pipeline and related facilities used in the transportation and storage of natural gas in interstate commerce, including the extension, expansion, or abandonment.

At the federal level, the FERC regulates certain activities of EKT regarding energy commodity transportation and wholesale trading. EKT is also subject to certain aspects of the jurisdiction of the Commodity Futures Trading Commission (“CFTC”).

EKT Matters

Commodity Futures Trading Commission Matter– On March 26, 2003, the FERC published a “Final Report on Price Manipulation in Western Markets,” focusing on gas and power activity in California. EKT was listed in the FERC report among the entities that had allegedly engaged in so-called “wash trading” in the gas markets with respect to 61 pairs of trades. In addition, EKT received a subpoena from the CFTC seeking certain information about its gas and power business, relating to so-called “wash trades,” and about information furnished to energy industry publications. EKT also received a document request in connection with an informal inquiry by the Securities and Exchange Commission (the “SEC”) relating to so-called “wash trades.”

On January 28, 2004, the CFTC approved an order settling the administrative action relating to the CFTC’s investigation. EKT agreed to pay a civil penalty of $3 million without admitting or denying the CFTC’s findings and has recorded such amount in the accompanying consolidated financial statements. The order cites EKT for reporting false price information. There were no findings of price manipulation, attempted price manipulation, or wash trading made against EKT or the Partnership. The CFTC notified EKT that this settlement concluded the issues that were subject of their investigation. In filing this order, the CFTC noted EKT’s cooperation in this matter. The order requires EKT’s continued cooperation with the CFTC.

Cornerstone Matter – On August 18, 2003, Cornerstone Propane Partners, LP filed suit against EKT and other entities on behalf of a putative class of persons who purchased and/or sold natural gas futures and options contracts on the New York Mercantile Exchange (“NYMEX”) between January 1, 2000 to December 31, 2002. On November 14, 2003, Dominick Viola filed a similar complaint, naming EKT. On November 25, 2003, the District Court for the Southern District of New York consolidated these cases with two other cases, neither of which named EKT as a defendant. On January 20, 2004, the plaintiffs filed a consolidated class action complaint which alleges violations of the Commodity Exchange Act including manipulation (Section 9(a)), wash trades (Section 4c), and aiding and abetting violations of the Act (Section 22(a)). On February 19, 2004, the defendants, including EKT, filed a motion to dismiss this consolidated complaint. EKT intends to vigorously defend this action.

Other – In addition, EKT has received several formal and informal requests for information from various regulatory and governmental agencies in connection with the Partnership’s gas and power businesses. At this point the Partnership does not believe that these inquiries will result in a material impact on the Partnership.

Gulf South Matters

Napoleonville Salt Dome Matter – On or about December 24, 2003, natural gas was observed bubbling at the surface near two solution-mined salt caverns leased and operated by Gulf South for natural gas storage in Napoleonville, Lousiana. Gulf South commenced remediation efforts immediately. Those remediation efforts are ongoing. Additionally, two class action lawsuits have been filed to date relating to this incident, a declaratory judgment action has been filed against Gulf South by the lessor of the property, and it is reasonably possible that additional actions may be filed against Gulf South. Included in these consolidated financial statements is a liability for estimated costs of approximately $14 million, which have been expensed, related to this matter.

Gulf South’s insurance policies provide for contractual reimbursements for, among other things, property damage, remediation costs, and third-party claims; and the Partnership may receive insurance reimbursements for substantially all costs incurred in excess of the deductibles underlying its policies. At this point in time, none of the insurers have declined coverage, although not all of the insurers have agreed to reimburse Gulf South for all costs and losses incurred above the deductibles underlying its insurance policies. The Partnership is vigorously pursuing its insurance claims, and any recovery under Gulf South’s insurance policies will be recorded when realization becomes probable.

While Gulf South believes its cost estimates are reasonable, it is possible that as additional facts become available, additional charges may be required. At this time, Gulf South cannot assess whether future costs, if any, will be material in the period in which they are recorded.

Wyble Lawsuit – On July 26, 2002, the following lawsuit was filed against Gulf South Pipeline Company, LP, and GS Pipeline Company, LLC, both subsidiaries of EKLP: Joseph Wyble, Robert May, Robert Hames, and Winston Land & Cattle Company, Inc. vs. Gulf South Pipeline Company, LP and GS Pipeline Company, LLC; Civil Action No. 9:02 CV 200 In the United States District Court for the Eastern District of Texas, Lufkin Division. This lawsuit involved allegations that Gulf South violated the federal Natural Gas Pipeline Safety Act (“PSA”) and sought injunctive and other relief to prevent Gulf South’s alleged continuation of unsafe operating practices in violation of the PSA. A hearing on Gulf South’s motions for partial summary judgment, which sought to limit the scope of the trial, was held on February 20, 2004.  On March 3, 2004, Gulf South's motion for partial summary judgment was granted.  The ruling indicated that plaintiffs did not have standing to bring an action for "remote violations" (i.e. violations which did not occur on their properties).  This ruling substantially limited the scope of the case against Gulf South.  On March 4, 2004, the parties entered into a memorandum of understanding that agreed to settle the action pursuant to confidential terms that were not material to the partnership.

Non-Cancelable Operating Obligations

Optimization contracts – EKT is required to make specified minimum payments relative to optimizing certain customers’ natural gas storage and transportation assets. For the years ended December 31, 2003 and 2002, and eleven months ended December 31, 2001, approximately $30.5 million, $20.4 million, and $6.6 million, respectively, of these specified minimum payments were made. EKT’s minimum future commitments related to these items as of December 31, 2003, are as follows (in thousands):

2004	$   39,126
2005	17,246
2006	6,850
2007	4,582
2008	1,144
Total	$   68,948

Operating leases – EKLP has various noncancelable operating lease commitments extending through the year 2014. Total operating lease expense for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, were $6.3 million, $6.5 million, and $6.1 million, respectively. EKLP’s minimum future commitments related to these items as of December 31, 2003, are as follows (in thousands):

2004	$   5,579
2005	5,590
2006	5,568
2007	5,324
2008	5,074
Thereafter	16,581
Total	$   43,716

11. Related-Party Transactions

EKT US is a party to an electric power purchase and sale agreement with an Entergy affiliate to provide various energy risk management services. For the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, EKT US received $3.5 million, $3.9 million, and $3.6 million, respectively, from the Entergy affiliate as reimbursement for the resources needed to provide these services.

EKT Europe was party to an Energy Management Agreement with Entergy affiliates whereby EKT Europe provides various risk management services for the Entergy affiliates. For the year ended December 31, 2002, and the eleven months ended December 31, 2001, EKT Europe received $0.9 million and $1.1 million, respectively, from the Entergy affiliate as reimbursement for the resources needed to provide these services. This agreement has expired and the amount received by EKT Europe for the year ended December 31, 2003 was immaterial.

At December 31, 2003, in assets and liabilities from trading activities are assets of $15.5 million and liabilities of $8.7 million relative to transactions with Entergy and Koch affiliates. At December 31, 2002, included in assets and liabilities from trading activities are assets of $30.0 million and liabilities of $28.9 million relative to transactions with Entergy and Koch affiliates.

Included in the net gain from trading activities for the year ended December 31, 2003, are affiliate revenues of $538.6 million (2.3% of trading revenues), affiliate cost of sales of $188.2 million (0.8% of trading cost of sales), and net realized affiliate gain of $17.7 million from financial instruments. Included in the net gain from trading activities for the year ended December 31, 2002, are affiliate revenues of $434.0 million (2.7% of trading revenues), affiliate cost of sales of $424.4 million (3.2% of trading cost of sales), and net realized affiliate loss of $9.0 million from financial instruments. Included in the net gain from trading activities for the eleven months ended December 31, 2001, are affiliate revenues of $466.3 million (4.8% of trading revenues), affiliate cost of sales of $607.9 million (6.2% of trading cost of sales), and net realized affiliate gain of $15.4 million from financial instruments.

EKLP has a building operating lease agreement with Entergy and Koch extending to the years 2014 and 2011, respectively. The Partnership had related rent expense of approximately $4.0 million, $3.1 million, and $2.6 million for the years ended December 31, 2003 and 2002, and the eleven months ended December 31, 2001, respectively.

Gulf South has trade receivables with an affiliate, Entergy, in the amounts of $0.6 million and $0.6 million as of December 31, 2003 and 2002, respectively. Gulf South provided transportation and storage services to Entergy and related companies in the amount of $7.7 million and $8.1 million for the years ended December 31, 2003 and 2002, respectively.

Additionally, the Partnership purchased information technology services from a Koch affiliate in the amount of $11.2 million, $12.0 million, and $9.4 million, for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, respectively.

Included in receivables from Partners at December 31, 2003, are amounts related to certain incentive compensation obligations that existed prior to the formation of the Partnership, which were paid by the Partnership. Such amounts are expected to be fully reimbursed by January 2004.

See also Note 12, “Partners’ Capital,” for indemnification provided by Entergy.

12. Partners’ Capital

The February 1, 2001, partners’ capital balances represent the Partnership’s consolidated financial position on its date of inception based on the contribution of cash and other monetary assets, contracts held for trading purposes, and property, plant, and equipment pursuant to the Amended and Restated Contribution Agreement for Entergy-Koch, LP, dated May 26, 2000, between certain wholly owned subsidiaries of the Partners.

The assets and liabilities contributed by Koch have been recorded at the Partnership’s estimate of fair value, subject to the total implicit fair value established by the net monetary assets contributed by Entergy.

The assets and liabilities contributed by Entergy, which are primarily assets from trading activities, have been recorded at the Partnership’s estimate of fair value, except for property, plant, and equipment, which was recorded at Entergy’s book value. The following table illustrates how the assets and liabilities contributed by the Partners are adjusted to the fair value estimated by the Partnership at inception.

Entergy contributed the following assets to the Partnership:

	(In Thousands)
Monetary assets:
Cash	$     160,486
Other working capital – net	(12,637)
Trade receivables purchased from Koch	306,969
Additional capital of $72.75 million due in three years or upon       liquidation (at estimated present value)	60,872
Note payable to Entergy from Partnership	(106,000)
Total monetary contributions	409,690
Non-monetary assets – primarily assets from trading activities at estimated    fair market value	31,635
Total contributed capital – Entergy	$     441,325

Koch contributed the following assets to the Partnership:

	(In Thousands)
Capital of pipeline and trading business	$     415,480
Repayment of capital of pipeline and trading business funded by EKLP    borrowing non-recourse to Koch	(300,000)
Note payable to Koch from Partnership	(106,000)
Agreed return of capital of $72.75 million due upon contribution by    Entergy (at estimated present value)	(60,872)
Net book deficit of contributed assets, after distributions	(51,392)
Fair value adjustment to the Koch contributed assets	461,082
Total contributed capital – Koch	$     409,690
Total beginning equity	$     851,015

In addition, the Partnership also paid Koch approximately $165.8 million at Inception relative to amounts due Koch, which were payables of the contributed trading business.

Upon Inception, the Partnership executed notes payable to Entergy Power International Holdings Corporation for $106 million and Koch Energy, Inc., for $106 million due on or before May 31, 2001. The notes were secured by certain receivables and contractual agreements of the Partnership. On March 29, 2001, the Partnership completely paid the $212 million of notes payable to the Partners with associated interest expense of $1.7 million.

Pursuant to the Partnership Agreement, one of the limited partners and one of the members of the general partner made a contribution of $72.7 million in January 2004. The equivalent amounts were distributed to the remaining limited partner and the other member of the general partner. In addition, in January 2004 certain assets of the Partnership were revalued to measure the economic impact to the Partners at this date. Such revaluation will not have any effect on the historical cost basis consolidated financial statements of the Partnership.

In 2002, EKLP had a contractual dispute with a counterparty and the resulting loss was indemnified by Entergy. In connection with the indemnification, the Partnership recorded a receivable from Entergy of $32.8 million and a corresponding contribution to capital in the accompanying statement of changes in partners’ capital as December 31, 2002. The $32.8 million was paid by Entergy to the Partnership on February 7, 2003. As part of the indemnification arrangement, beginning in January 2003, Entergy is entitled to all the benefits and detriments associated with the contractual agreements with the counterparty. EKLP continues to service the power needs of the counterparty on behalf of Entergy, and as a result of that arrangement, has a $2.8 million receivable (included in receivables from affiliates) from Entergy at December 31, 2003.

13. Employee Retirement Plans

For its domestic operations, the Partnership established the Money Purchase Pension Plan, which is available to all active employees meeting certain minimum requirements. This plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Under the terms of the plan, 4% of employees’ base compensation is contributed to the plan.

For its domestic operations, the Partnership also established the 401(k) Retirement Plan, which is available to all active employees. This plan is a defined contribution plan subject to the provisions of the ERISA. Under the terms of the plan, employees may contribute a percentage of their annual salary, subject to Internal Revenue Service limits, with the Partnership matching 100% of the first 6% contributed by employees with over one year of service.

For its European operations, the Partnership established a Group Personal Pension Plan, which is available to all active employees and is managed by Scottish Equitable. Under the terms of the plan, employees can contribute from 2% to 5% of their base compensation on a pretax basis. The Partnership will contribute from 3% to 8% of an employee’s base compensation depending on the amount that the employee contributes to the plan.

For its employees’ participation in these plans, the Partnership recorded expense for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, of approximately $4.5 million, $4.4 million, and $4.2 million, respectively. Partnership contributions to the above plans are subject to vesting requirements.

14. Taxes

EKT Europe is subject to UK taxes. The net income before income taxes and cumulative effect of change in accounting principle attributed to European operations for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, is $20.6 million, $9.8 million, and $10.7 million, respectively. The total income tax expense related to the net income before income taxes and cumulative effect of change in accounting principle that is attributed to foreign operations is $4.5 million, $3.7 million, and $3.5 million for the years ended December 31, 2003, 2002, and the eleven months ended December 31, 2001, respectively. Such income tax expense amounts were reflected as current income taxes. A tax benefit of $4.5 million is included in the cumulative effect of a change in accounting principle for the year ended December 31, 2003.

15. Business Segment Information

The Partnership has two operating business segments: pipeline services and trading services. Pipeline services provides gathering, transportation, and storage services for natural gas in the Gulf Coast region of the United States via its interstate pipeline. Trading services engages in physical and financial natural gas trading and weather trading throughout the United States, the United Kingdom, Western Europe, and Canada, as well as physical and financial power trading throughout the United States, the United Kingdom, and Western Europe. Trading services also provides asset optimization services in the United States. For segment reporting purposes, all of trading services’ operations have been aggregated as one reportable segment due to similarities in their operations as permitted by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The non-operating segment consists of corporate activities.

The significant accounting policies of the segments are the same as those described in the summary of significant accounting policies as discussed in Note 2. The Partnership accounts for intersegment transactions at prices comparable to those received from unaffiliated customers and in some instances are affected by regulatory considerations.

Summarized financial information by segment is presented in the tables below. Reconciliations of total reportable segment amounts are reconciled to the consolidated totals following the tables.

	Year Ended December 31, 2003
	Trading Services	Pipeline Services	Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –	$   211,739	$   211,739
Trading net gain:
Net gain for reportable segments	311,719(1)	–	311,719
Depreciation and amortization expense	11,790	31,061	42,851
Operating income	182,036	18,003	200,039
Interest income	3,046	1,110	4,156
Interest expense	(12,170)	(403)	(12,573)
Income taxes	4,494	–	4,494
Net income	185,258	18,107	203,365
Capital expenditures	8,579	79,698	88,277
Total assets at December 31, 2003	2,430,247(2)	1,025,398	3,455,645

⁽¹⁾     Includes net gain from trading activities from foreign operations of approximately $55.1 million principally attributed to EKT Europe.

⁽²⁾  Includes assets of $866.9 million of foreign operations principally attributed to European and Canadian

	Year Ended December 31, 2002
	Trading Services	Pipeline Services		Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –		$   205,236	$   205,236
Trading net gain:
Net gain for reportable segments	197,372(1)		–	197,372
Depreciation and amortization expense	11,233		30,854	42,087
Operating income	69,783		73,868	143,651
Interest income	3,217		2,368	5,585
Interest expense	(8,176)		–	(8,176)
Income taxes	3,684		–	3,684
Net income	79,542		75,312	154,854
Capital expenditures	9,364		40,769	50,133
Total assets at December 31, 2002	2,353,102(2)		1,087,466	3,440,568

⁽¹⁾     Includes net gain from trading activities from foreign operations of approximately $28.8 million attributed to EKT Europe.

⁽²⁾     Includes assets of $678.3 million of foreign operations principally attributed to EKT Europe.

	Eleven Months Ended December 31, 2001
	Trading Services	Pipeline Services	Total
	(In Thousands)
Natural gas pipeline revenues:
Revenues for reportable segments	$              –	$   183,059	$   183,059
Trading net gain:
Net gain for reportable segments	234,685(1)	–	234,685
Depreciation and amortization expense	9,036	26,245	35,281
Operating income	146,233	62,978	209,211
Interest income	3,472	1,160	4,632
Interest expense	(7,635)	–	(7,635)
Income taxes	3,510	–	3,510
Net income	138,296	61,630	199,926
Capital expenditures	5,468	21,401	26,869
Total assets at December 31, 2001	1,748,844(2)	1,030,916	2,779,760

⁽¹⁾   Includes net gain from trading activities from foreign operations of approximately $22.9 million principally attributed to EKT Europe.

⁽²⁾   Includes assets of $499.8 million of foreign operations principally attributed to EKT Europe.

The reconciliations of natural gas pipeline revenues, net gain from trading activities, net income, and total assets for reportable segments to the consolidated totals are as follows:

	Year Ended December 31,		Eleven Months Ended December 31,
	2003	2002	2001
	(In Thousands)
Natural gas pipeline revenues
Total revenues for reportable segment	$   211,739	$    205,236	$     183,059
Elimination of intersegment balances	(34,938)	(44,152)	(21,959)
Total natural gas pipeline consolidated revenues	$       176,801	$         161,084	$         161,100
Net gain from trading activities
Total net gain for reportable segment	$       311,719	$         197,372	$         234,685
Elimination of intersegment balances	27,643	62,100	23,062
Total consolidated net gain from trading activities	$       339,362	$         259,472	$         257,747
Operating income
Total operating income for reportable segments	$       200,039	$         143,651	$         209,211
Elimination of intersegment balances	(7,295)	17,948	1,103
All other	88	(6,370)	(2,716)
Total consolidated operating income	$       192,832	$         155,229	$         207,598
Interest income
Total interest income for reportable segments	$           4,156	$             5,585	$             4,632
Elimination of intersegment balances	(9,319)	(6,411)	(5,546)
All other	11,183	2,554	3,782
Total consolidated interest income	$           6,020	$             1,728	$             2,868
Interest expense
Total interest expense for reportable segments	$        (12,573)	$            (8,176)	$       (7,635)
Elimination of intersegment balances	9,319	6,411	5,546
All other	(25,273)	(20,473)	(18,739)
Total consolidated interest expense	$        (28,527)	$          (22,238)	$   (20,828)
Net income
Total net income for reportable segments	$       203,365(1)	$         154,854	$         199,926
Elimination of intersegment balances	(7,295)	17,948	(10,227)(2)
All other	(15,960)	(23,542)	(17,618)
Total consolidated net income	$       180,110	$         149,260	$         172,081

⁽¹⁾     Includes $15.2 million effect of change in accounting principle, net of tax. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” for additional information.

⁽²⁾     Includes $(11.3) million effect of change in accounting principle, net of tax. See Note 3, “Changes in Accounting Principles and New Accounting Pronouncements,” for additional information.

	December 31,
	2003	2002
Total assets
Total assets for reportable segments	$  3,455,645	$ 3,440,568
Elimination of intersegment balances	(10,717)	6,545
All other	272,714	(10,898)
Total consolidated assets	$  3,717,642	$ 3,436,215