10-Q

__________________________________________________________________________________________

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

FORM 10-Q

                                (Mark One)

X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended March 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	I.R.S. 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, 40th Floor 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

__________________________________________________________________________________________

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 X No

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

Common Stock Outstanding		Outstanding at April 30, 2003
Entergy Corporation	($0.01 par value)	225,788,578

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company reports herein only as to itself and makes no other representations whatsoever as to any other company. This combined Quarterly Report on Form 10-Q supplements and updates the Annual Report on Form 10-K for the calendar year ended December 31, 2002, filed by the individual registrants with the SEC, and should be read in conjunction therewith.

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2003

                                                                                                                                                                         &n bsp;   Page Number

Definitions	1
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis
Results of Operations	4
Liquidity and Capital Resources	6
Significant Factors and Known Trends	8
Critical Accounting Estimates	9
Consolidated Statements of Operations	11
Consolidated Statements of Cash Flows	12
Consolidated Balance Sheets	14
Consolidated Statements of Retained Earnings, Comprehensive Income (Loss), and       Paid-In Capital	16
Selected Operating Results	17
Notes to Consolidated Financial Statements	18
Entergy Arkansas, Inc.
Management's Financial Discussion and Analysis
Results of Operations	26
Liquidity and Capital Resources	27
Significant Factors and Known Trends	28
Critical Accounting Estimates	28
Income Statements	29
Statements of Cash Flows	31
Balance Sheets	32
Selected Operating Results	34
Entergy Gulf States, Inc.
Management's Financial Discussion and Analysis
Results of Operations	35
Liquidity and Capital Resources	36
Significant Factors and Known Trends	37
Critical Accounting Estimates	37
Income Statements	38
Statements of Cash Flows	39
Balance Sheets	40
Statements of Retained Earnings and Comprehensive Income	42
Selected Operating Results	43
Entergy Louisiana, Inc.
Management's Financial Discussion and Analysis
Results of Operations	44
Liquidity and Capital Resources	44
Significant Factors and Known Trends	45
Critical Accounting Estimates	45
Income Statements	46
Statements of Cash Flows	47
Balance Sheets	48
Selected Operating Results	50
Entergy Mississippi, Inc.
Management's Financial Discussion and Analysis
Results of Operations	51
Liquidity and Capital Resources	52
Significant Factors and Known Trends	53
Critical Accounting Estimates	53
Income Statements	54
Statements of Cash Flows	55

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 31, 2003

                                                                                                                                                                         &n bsp; Page Number

Balance Sheets	56
Selected Operating Results	58
Entergy New Orleans, Inc.
Management's Financial Discussion and Analysis
Results of Operations	59
Liquidity and Capital Resources	59
Significant Factors and Known Trends	60
Critical Accounting Estimates	60
Statements of Operations	61
Statements of Cash Flows	63
Balance Sheets	64
Selected Operating Results	66
System Energy Resources, Inc.
Management's Financial Discussion and Analysis
Results of Operations	67
Liquidity and Capital Resources	67
Significant Factors and Known Trends	68
Critical Accounting Estimates	68
Income Statements	69
Statements of Cash Flows	71
Balance Sheets	72
Notes to Respective Financial Statements	74
Item 4. Controls and Procedures	79
Part II. Other Information
Item 1. Legal Proceedings	80
Item 5. Other Information	80
Item 6. Exhibits and Reports on Form 8-K	83
Signature	86
Certifications	87

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.

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 the Entergy New Orleans rate case and various performance-based rate discussions, and other regulatory decisions, including those related to Entergy's 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 factor at its nuclear generating facilities
• prices for power generated by Entergy's unregulated generating facilities - particularly the ability to extend or replace the existing power purchase agreements for 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 electricity, natural gas, and other energy-related commodities
• 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
• volatility and changes in markets for electricity, natural gas, 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 SeTrans or another regional transmission organization
• changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of Indian Point or other nuclear generating facilities
• changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, 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 taxes
• the effects of litigation
• changes in accounting standards
• changes in 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 are defined below:

Abbreviation or Acronym                                                         Term

ADEQ	Arkansas Department of Environmental Quality
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)
APSC	Arkansas Public Service Commission
BCF/D	One billion cubic feet of natural gas per day
Board	Board of Directors of Entergy Corporation
Cajun	Cajun Electric Power Cooperative, Inc.
capacity factor	Actual plant output divided by maximum potential plant output for the period
CitiPower	CitiPower Pty., an electric distribution company serving Melbourne, Australia and surrounding suburbs, which was sold by Entergy effective December 31, 1998
City Council	Council of the City of New Orleans, Louisiana
Damhead Creek	800 MW (gas) combined cycle electric generating facility that entered commercial operations in the first quarter of 2001, located in the United Kingdom, and wholly-owned by an indirect subsidiary of EPDC
DOE	United States Department of Energy
domestic utility companies	Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively
EITF	Emerging Issues Task Force
EPA	United States Environmental Protection Agency
EPDC	Entergy Power Development Corporation, a wholly-owned subsidiary of Entergy Corporation
electricity marketed	Total physical GWh volumes marketed by Entergy-Koch in the U.S. 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
Entergy	Entergy Corporation and its direct and indirect subsidiaries
Entergy Arkansas	Entergy Arkansas, Inc.
Entergy Gulf States	Entergy Gulf States, Inc., including its wholly owned subsidiaries - Varibus Corporation, GSG&T, Inc., Prudential Oil & Gas, Inc., and Southern Gulf Railway Company
Entergy-Koch	Entergy-Koch, L.P., a joint venture equally owned by Entergy and Koch Industries, Inc.
Entergy Louisiana	Entergy Louisiana, Inc.
Entergy Mississippi	Entergy Mississippi, Inc.
Entergy New Orleans	Entergy New Orleans, Inc.
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 NYPA by Entergy's domestic Non-Utility Nuclear business
Form 10-K	The combined Annual Report on Form 10-K for the year ended December 31, 2002 of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy

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 volume of physical gas purchased plus volume of physical gas sold by Entergy-Koch in the U.S. denominated in billions of cubic feet per day
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 the Grand Gulf Nuclear Generating Station
GGART	Grand Gulf Accelerated Recovery Tariff
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 2	Indian Point Energy Center Unit 2 - nuclear power plant, 970 MW facility located in Westchester County, New York, purchased in September 2001 from Consolidated Edison by Entergy's domestic Non-Utility Nuclear business
Indian Point 3	Indian Point Energy Center Unit 3 - nuclear power plant, 980 MW facility located in Westchester County, New York, purchased in November 2000 from NYPA by Entergy's domestic Non-Utility Nuclear business
KWh	kilowatt-hour(s)
LDEQ	Louisiana Department of Environmental Quality
LPSC	Louisiana Public Service Commission
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)
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
NRC	Nuclear Regulatory Commission
NYPA	New York Power Authority
Pilgrim	Pilgrim Nuclear Station, 670 MW facility located in Plymouth, Massachusetts, purchased in July 1999 from Boston Edison by Entergy's Non-Utility Nuclear business
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
RTO	Regional transmission organization
River Bend	River Bend Steam Electric Generating Station (nuclear)
SEC	Securities and Exchange Commission
SFAS	Statement of Financial Accounting Standards as promulgated by the Financial Accounting Standards Board

DEFINITIONS (Concluded)

Abbreviation or Acronym                                                              Term

spark spread	The 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 Agreement	Agreement, effective January 1, 1983, as modified, among the domestic utility companies relating to the sharing of generating capacity and other power resources
System Energy	System Energy Resources, Inc.
System Fuels	System Fuels, Inc.
throughput	Gas in BCF/D transported through a pipeline during the period
Unit Power Sales Agreement	Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy's share of Grand Gulf 1
Vermont Yankee	Vermont Yankee nuclear power plant, 510 MW facility located in Vernon, Vermont, purchased in July 2002 from Vermont Yankee Nuclear Power Corporation by Entergy's domestic Non-Utility Nuclear business
Waterford 3	Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station, 100% owned or leased by Entergy Louisiana

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Entergy's consolidated earnings (loss) applicable to common stock for the three months ended March 31, 2003 and 2002 were as follows:

Entergy's income (loss) before taxes is discussed below according to the operating segments listed above. Earnings for 2003 include the $142.9 million net-of-tax cumulative effect of a change in accounting principle that increased earnings in the first quarter of 2003, almost entirely resulting from implementation of SFAS 143. See "Critical Accounting Estimates - - SFAS 143" below for discussion of the implementation of SFAS 143. The loss in the first quarter of 2002 includes the $260.9 million net-of-tax charge discussed below in the Energy Commodity Services segment. See Note 6 to the consolidated financial statements for further discussion of Entergy's operating segments and their financial results in the first quarter of 2003.

Refer to SELECTED OPERATING RESULTS OF ENTERGY CORPORATION AND SUBSIDIARIES for further information with respect to operating statistics.

U.S. Utility

The increase in earnings for the U.S. Utility in the first quarter of 2003 compared to the first quarter of 2002 from $102.3 million to $107.8 million was primarily due to an increase in operating income, partially offset by 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.

Operating Income

Operating income increased by $34.8 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to:

• an increase of $28.4 million in revenue from billed sales primarily due to increased electricity usage of 793 GWh in the residential and commercial sectors;
• an increase of $11.0 million in revenue from unbilled sales primarily due to an increase in the price applied to unbilled sales; and
• a decrease in other operation and maintenance expenses of $4.9 million primarily due to lower outage costs at certain fossil plants.

Partially offsetting these increases in operating income was an increase of $8.3 million in depreciation and amortization expenses primarily due to an increase in plant in service.

Fuel recovery mechanisms at the domestic utility companies generally provide for the deferral of fuel and purchased power costs above the amounts included in existing rates. Operating revenues for the first quarter of 2003 include an increase in fuel cost recovery revenue of $141.9 million and $33.9 million related to electric sales and gas sales, respectively, primarily due to higher fuel recovery resulting from increases in the market prices of natural gas and purchased power in 2003. As such, the fuel recovery increase is offset by increased fuel and purchased power expenses.

Non-Utility Nuclear

Following are key performance measures for Non-Utility Nuclear during the first quarters of 2003 and 2002:

	2003	2002
Net MW in operation at March 31	3,955	3,445
Generation in GWh for the quarter	8,093	7,509
Capacity factor for the quarter	93.7%	100.3%

The increase in earnings in the first quarter of 2003 compared to the first quarter of 2002 for Non-Utility Nuclear from $40.1 million to $197.0 million was primarily due to the $160.3 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 $3.4 million. The lower capacity factor and increased nuclear outage expenses caused the decrease. The decrease was mostly offset by the ongoing effect of SFAS 143 implementation lowering both depreciation of adjusted plant costs and accretion of decommissioning liabilities, and by inclusion of earnings from Vermont Yankee, acquired in July 2002.

Energy Commodity Services

The increase in earnings for Energy Commodity Services in the first quarter of 2003 compared to the first quarter of 2002 from a $215.1 million loss to $93.8 million in earnings was primarily due to the $401.4 million ($260.9 million net-of-tax) charge recorded in the first quarter of 2002 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 in the United States and United Kingdom. The charge consisted 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. $216.2 million of the charge was a provision for the net costs resulting from cancellation or sale of the turbines subject to purchase commitments with the special-purpose entity;
• $152.5 million of the charge resulted from the write-off of the equity investment in the Damhead Creek project and the impairment of the values of the Warren Power power plant and the Crete project. This portion of the charge reflected Entergy's estimate of the effects of reduced spark spreads in the United States and the United Kingdom; and
• $32.7 million of the charge resulted from the write-off of capitalized project development costs for projects that would not be completed.

Also contributing to the increase in earnings were higher earnings from Entergy's investment in Entergy-Koch. As discussed in the Form 10-K, 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. The partnership agreement currently allocates profits on a disproportionate basis. Substantially all of Entergy-Koch's profits were allocated to Entergy in the first quarters of 2003 and 2002. The income from Entergy's investment in Entergy-Koch was $53.0 million higher in the first quarter of 2003 compared to the first quarter of 2002 primarily as a result of higher earnings at Entergy-Koch Trading (EKT). EKT's favorable results in 2003 were driven largely by higher volatility and execution of EKT's trading strategy based on its point-of-view analyses in gas and electricity. Lower earnings from Gulf South Pipeline partially offset the increase in earnings for EKT, which resulted from lower throughput and an increase in production cost. Following are key performance measures for Entergy-Koch's operations for the first quarters of 2003 and 2002:

	2003	2002
Entergy-Koch Trading
Gas volatility	91%	79%
Electricity volatility	86%	39%
Gas marketed (BCF/D) (1)	7.8	5.6
Electricity marketed (GWh) (1)	123,480	86,092
Gain/loss days	1.3	2.1
Gulf South Pipeline
Throughput (BCF/D)	2.20	2.66
Production cost ($/MMBtu)	$0.113	$0.077

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

Revenues for Energy Commodity Services decreased by $94.4 million primarily due to the sale of Damhead Creek in December 2002.  The decrease had a minimal effect on earnings because of a corresponding reduction in the expenses associated with owning and operating the plant.

Income Taxes

The effective income tax rates for the first quarters of 2003 and 2002 were 38.0% and 26.2%, respectively. The difference in the effective income tax rate in 2002 versus the federal statutory rate of 35.0% is primarily due to the 2002 pre-tax loss decreasing the effect of flow-through and permanent differences.

Liquidity and Capital Resources

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy's capital structure, capital expenditure plans and other uses of capital, and sources of capital.

As discussed in the Form 10-K, Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each has a 364-day credit facility that expires in May 2003. In April 2003, Entergy Arkansas renewed its credit facility in the same amount, $63 million, until April 2004. Entergy Louisiana and Entergy Mississippi expect that each of their facilities will be renewed in their current amounts prior to expiration. Entergy Corporation has bank commitments for participation in its facility sufficient to renew it for its current amount of $1.45 billion, and expects to renew the revolver in that amount. $515 million was outstanding on the revolver as of March 31, 2003.

Cash Flow Activity

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

	2003	2002
	(in millions)
Cash and cash equivalents at beginning of period	$ 1,335	$ 752
Cash flow provided by (used in):
Operating activities	51	354
Investing activities	(610)	(47)
Financing activities	(398)	(296)
Net increase (decrease) in cash and cash equivalents	(958)	11
Cash and cash equivalents at end of period	$ 377	$ 763

Operating Cash Flow Activity

Entergy's cash flow provided by operating activities decreased by $303 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to:

• The U.S. Utility provided $99 million in operating cash flow, compared to providing $336 million in the first quarter of 2002. The decrease primarily resulted from higher payments for fuel during the period, which 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 asset business used $49 million in operating cash flow in 2003 compared to using $9 million in the first quarter of 2002. The increase in cash used primarily resulted from a one-time $33 million payment related to a gas services and generation contract in the non-nuclear wholesale assets business.

Investing Activities

Net cash used in investing activities increased by $563 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to the following:

• 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 with new three-year letters of credit totaling approximately $198 million that are backed by cash collateral. System Energy used approximately $193 million in March 2003 to provide this cash collateral.
• Temporary investments of $150 million with a maturity of greater than 90 days matured in 2002, which provided cash flow in the first quarter of 2002.
• The Non-Utility Nuclear segment purchased $69 million more nuclear fuel in 2003 than in the first quarter 2002 to provide for refueling outages.
• Entergy Gulf States had $42 million of other regulatory investments in 2003 as a result of fuel-cost under-recoveries. See Note 1 to the consolidated financial statements in the Form 10-K for discussion of the accounting treatment of these fuel cost under-recoveries.

Financing Activities

Financing activities used $102 million more cash in the first quarter of 2003 than in the first quarter of 2002 primarily due to:

• Retirements of long-term debt net of issuances by the U.S. Utility segment used $181 million more cash in 2003 than in 2002. Net retirements were $519 million in 2003 compared to $338 million in 2002. As discussed in the Form 10-K, the majority of the net retirements in 2003 were made from cash held at December 31, 2002 that was provided by debt issued in the fourth quarter of 2002 to meet 2003 maturities. See Note 4 to the consolidated financial statements for the details of the long-term debt activity in the first quarter of 2003.
• The non-nuclear wholesale asset business retired the $79 million Top of Iowa wind project debt at its maturity in January 2003.

The increase in cash used in financing activities was partially offset by Entergy Corporation issuing $158 million of long-term notes in March 2003.

Entergy has $503 million of long-term debt that matures during the remainder of 2003, of which $416 million is in the U.S. Utility segment and $87 million is in the Non-Utility Nuclear segment. Management expects to meet $150 million of the U.S. Utility maturities and all of the Non-Utility Nuclear maturity with cash, and expects to refinance the remainder. In May 2003, Entergy Arkansas issued $150 million of first mortgage bonds with a maturity of 15 years and expects to use the proceeds to repay short-term indebtedness and to meet most of a $155 million October 2003 maturity.

Significant Factors and Known Trends

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - - Significant Factors and Known Trends" in the Form 10-K for discussions of rate regulation and fuel-cost recovery, market and credit risks, utility restructuring and nuclear matters. The following are updates to the Form 10-K.

Rate Regulation

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of Entergy Gulf States' ninth and last required post-merger analysis filed with the LPSC in May 2002. In April 2003 the LPSC staff filed testimony in which it recommends that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. Hearings are scheduled for October 2003.

Market and Credit Risks

Commodity Price Risk

Marketing and Trading

As discussed in the Form 10-K, 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. EKT's value-at-risk measures, which it calls Daily Earnings at Risk (DE@R), for its trading portfolio were as follows (using a 97.5% confidence level):

	March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
DE@R at end of period	$16.3 million	$15.2 million	$9.5 million	$5.5 million
Average DE@R for the year-to-date period	$19.5 million	$10.8 million	$7.7 million	$6.4 million

The higher DE@R level in the first quarter 2003 was primarily due to higher volatility.

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, 2002	2003		2004	2005-2006	Total
		(In Millions)
Prices actively quoted	$88.7		$29.7	($25.5)	$92.9
Prices provided by other sources	28.0		1.8	0.8	30.6
Prices based on models	5.4		0.2	0.7	6.3
Total	$122.1		$31.7	($24.0)	$129.8

As of March 31, 2003, 94% of EKT's counterparty credit exposure was associated with parties that have at least investment grade credit ratings.

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

	2003
Fair value of contracts at December 31, 2002	$90.9
Fair value of contracts settled during the period	(246.7)
Initial recorded value of new contracts entered into during the period	0.6
Net option premiums received during the period	37.4
Change in fair value of contracts attributable to market movements during the period	247.6
Net change in contracts outstanding during the period	38.9
Fair value of contracts at March 31, 2003	$129.8

Utility Restructuring

Transmission

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends, Transmission" in the Form 10-K for discussion of the proposed SeTrans RTO. At this time, management does not expect the proposed SeTrans RTO to become operational before mid-2005.

Nuclear Matters

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends, Nuclear Matters" in the Form 10-K for discussion of various issues related to Entergy owning and operating nuclear power plants, and in particular the Indian Point units. Regarding FEMA's February 2003 report, and FEMA possibly reevaluating its decision not to provide "reasonable assurance" regarding Indian Point's radiological emergency measures, Entergy is working with New York state and county officials to satisfy FEMA's request for information. FEMA Region II recently announced that it is preparing a recommendation for FEMA headquarters, after its radiological emergency planning staff completes its review of all available documents. The timing of completion of the recommendation is uncertain at this time.

Critical Accounting Estimates

See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy's accounting for nuclear decommissioning costs, impairment of long-lived assets, mark-to-market derivative instruments, pension and other postretirement costs, and other contingencies. The following is an update to the Form 10-K.

SFAS 143

As discussed in the Form 10-K, Entergy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. Implementation had the following effect on Entergy's financial statements:

• The net effect of implementing this standard for the rate-regulated portion of the domestic utility companies and System Energy was recorded as a regulatory asset, with no resulting impact on Entergy's net income. Assets and liabilities increased approximately $1.1 billion for the domestic utility companies and System Energy as a result of increasing the asset retirement obligations by $1.1 billion to their fair values as determined under SFAS 143, increasing utility plant by $288 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.
• For the Non-Utility Nuclear business, the implementation of SFAS 143 resulted in a decrease in liabilities of approximately $520 million d ue to reductions in decommissioning liabilities, a decrease in assets of approximately $360 million, including a decrease in electric plant in service of $336 million, and an increase in earnings of approximately $160 million ($0.70 per share) as a result of a one-time cumulative effect of accounting change.

Also Entergy expects 2003 earnings for the Non-Utility Nuclear business to increase by approximately $15 million after-tax because of the change in accretion of the decommissioning 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 SFAS 143 implementation to have a minimal effect on ongoing earnings for the U.S. Utility business.

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                 ENTERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Three Months Ended March 31, 2003 and 2002
                               (Unaudited)

                                                                    2003          2002
                                                             (In Thousands, Except Share Data)

                    OPERATING REVENUES
Domestic electric                                                 $1,601,738     $1,401,009
Natural gas                                                           80,238         46,377
Competitive businesses                                               355,747        413,448
                                                                  ----------     ----------
TOTAL                                                              2,037,723      1,860,834
                                                                  ----------     ----------

                    OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                        388,040        468,861
   Purchased power                                                   368,699        169,486
   Nuclear refueling outage expenses                                  38,892         25,187
   Provision for turbine commitments, asset impairments
     and restructuring charges                                        (7,743)       401,373
   Other operation and maintenance                                   524,898        524,352
Decommissioning                                                       37,498         18,188
Taxes other than income taxes                                         97,737        102,370
Depreciation and amortization                                        211,046        205,124
Other regulatory charges - net                                        15,253          1,563
                                                                  ----------     ----------
TOTAL                                                              1,674,320      1,916,504
                                                                  ----------     ----------

OPERATING INCOME (LOSS)                                              363,403        (55,670)
                                                                  ----------     ----------

                       OTHER INCOME
Allowance for equity funds used during construction                    7,286          6,682
Gain on sale of assets - net                                             301            665
Interest and dividend income                                          29,824         23,525
Equity in earnings of unconsolidated equity affiliates               128,061         67,244
Miscellaneous - net                                                   11,315         (3,251)
                                                                  ----------     ----------
TOTAL                                                                176,787         94,865
                                                                  ----------     ----------

                INTEREST AND OTHER CHARGES
Interest on long-term debt                                           117,737        123,527
Other interest - net                                                  13,044         15,478
Distributions on preferred securities of subsidiaries                  4,709          4,709
Allowance for borrowed funds used during construction                 (5,719)        (5,638)
                                                                  ----------     ----------
TOTAL                                                                129,771        138,076
                                                                  ----------     ----------

INCOME (LOSS) BEFORE INCOME TAXES AND                                410,419        (98,881)
CUMULATIVE EFFECT OF ACCOUNTING CHANGES

Income taxes                                                         152,418        (25,898)
                                                                  ----------     ----------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES                                                258,001        (72,983)

CUMULATIVE EFFECT OF ACCOUNTING
CHANGES (net of income taxes of $93,754)                             142,922              -
                                                                  ----------     ----------

CONSOLIDATED NET INCOME (LOSS)                                       400,923        (72,983)

Preferred dividend requirements and other                              5,916          5,940
                                                                  ----------     ----------

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                                        $395,007       ($78,923)
                                                                  ==========     ==========
Earnings (loss) per average common share before cumulative
effect of accounting changes:
    Basic                                                              $1.13         ($0.36)
    Diluted                                                            $1.10         ($0.36)
Earnings (loss) per average common share:
    Basic                                                              $1.77         ($0.36)
    Diluted                                                            $1.73         ($0.36)
Dividends declared per common share                                    $0.35          $0.33

Average number of common shares outstanding:
    Basic                                                        223,673,332    221,943,451
    Diluted                                                      228,230,756    221,943,451
    Including potential common shares in 2002 (see Note 3)                 -    226,165,792


See Notes to Consolidated Financial Statements.



                   ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                                                  2003          2002
                                                                                    (In Thousands)

                           OPERATING ACTIVITIES
Consolidated net income (loss)                                                  $400,923      ($72,983)
Noncash items included in net income (loss):
  Reserve for regulatory adjustments                                             (14,340)        9,718
  Other regulatory charges - net                                                  15,253         1,563
  Depreciation, amortization, and decommissioning                                248,544       223,312
  Deferred income taxes and investment tax credits                               144,368      (193,180)
  Allowance for equity funds used during construction                             (7,286)       (6,682)
  Cumulative effect of accounting changes                                       (142,922)            -
  Gain on sale of assets - net                                                      (301)         (665)
  Equity in earnings of unconsolidated equity affiliates                        (128,061)      (67,244)
  Provision for turbine commitments, asset impairments and restructuring
     charges	             					             	  (7,743)      401,373
Changes in working capital:
  Receivables                                                                    (42,759)       73,913
  Fuel inventory                                                                 (22,025)      (13,232)
  Accounts payable                                                              (246,909)      (68,720)
  Taxes accrued                                                                  (26,844)      131,838
  Interest accrued                                                               (23,678)      (32,415)
  Deferred fuel                                                                 (125,901)       45,164
  Other working capital accounts                                                   9,580       (82,101)
Provision for estimated losses and reserves                                       (8,318)       (1,169)
Changes in other regulatory assets                                                12,596        (1,277)
Other                                                                             16,532         6,690
                                                                                --------      --------
Net cash flow provided by operating activities                                    50,709       353,903
                                                                                --------      --------

                           INVESTING ACTIVITIES
Construction/capital expenditures                                               (274,614)     (267,110)
Allowance for equity funds used during construction                                7,286         6,682
Nuclear fuel purchases                                                          (112,155)      (85,143)
Proceeds from sale/leaseback of nuclear fuel                                      26,887        92,136
Proceeds from sale of businesses                                                  29,610        38,848
Investment in other non-regulated/non-utility properties                         (46,290)       (9,793)
Decrease (increase) in other investments                                        (166,439)       39,754
Proceeds from other temporary investments                                              -       150,000
Decommissioning trust contributions and realized change in trust assets          (22,551)      (15,747)
Other regulatory investments                                                     (42,127)            -
Other                                                                             (9,821)        3,343
                                                                                --------      --------
Net cash flow used in investing activities                                      (610,214)      (47,030)
                                                                                --------      --------

See Notes to Consolidated Financial Statements.




                    ENTERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 2003 and 2002
                                 (Unaudited)

                                                                                   2003          2002
                                                                                    (In Thousands)

                           FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                                                 356,497       240,017
  Common stock                                                                    98,501        66,369
Retirement of long-term debt                                                    (796,686)     (577,934)
Redemption of preferred stock                                                     (2,250)       (1,403)
Changes in short-term borrowings - net                                            30,000        56,333
Dividends paid:
  Common stock                                                                   (78,142)      (73,225)
  Preferred stock                                                                 (5,916)       (5,948)
                                                                                --------      --------
Net cash flow used in financing activities                                      (397,996)     (295,791)
                                                                                --------      --------

Effect of exchange rates on cash and cash equivalents                               (372)          640
                                                                                --------      --------

Net increase (decrease) in cash and cash equivalents                            (957,873)       11,722

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

Cash and cash equivalents at end of period                                      $377,455      $763,295
                                                                               =========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                        $155,305      $180,072
    Income taxes                                                                  $2,653        $2,090
  Noncash investing and financing activities:
     Change in unrealized depreciation of
       decommissioning trust assets                                             ($28,121)     ($11,579)
     Long-term debt refunded with proceeds from
       long-term debt issued in prior period                                           -      ($47,000)

See Notes to Consolidated Financial Statements.




                 ENTERGY CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
                             ASSETS
                 March 31, 2003 and December 31, 2002
                               (Unaudited)

                                                                         2003           2002
                                                                          (In Thousands)

                        CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                 $134,579       $169,788
  Temporary cash investments - at cost,
   which approximates market                                            242,873      1,165,260
  Special deposits                                                            3            280
                                                                    -----------    -----------
     Total cash and cash equivalents                                    377,455      1,335,328
                                                                    -----------    -----------
Notes receivable                                                         44,713          2,078
Accounts receivable:
  Customer                                                              348,086        323,215
  Allowance for doubtful accounts                                       (29,087)       (27,285)
  Other                                                                 271,903        244,621
  Accrued unbilled revenues                                             311,541        319,133
                                                                    -----------    -----------
     Total receivables                                                  902,443        859,684
                                                                    -----------    -----------
Deferred fuel costs                                                     223,681         55,653
Fuel inventory - at average cost                                        118,492         96,467
Materials and supplies - at average cost                                527,498        525,900
Deferred nuclear refueling outage costs                                 142,546        163,646
Prepayments and other                                                   164,484        166,827
                                                                    -----------    -----------
TOTAL                                                                 2,501,312      3,205,583
                                                                    -----------    -----------

                OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                    969,086        824,209
Decommissioning trust funds                                           2,045,377      2,069,198
Non-utility property - at cost (less accumulated depreciation)          296,307        297,294
Other                                                                   441,047        270,889
                                                                    -----------    -----------
TOTAL                                                                 3,751,817      3,461,590
                                                                    -----------    -----------

                PROPERTY, PLANT AND EQUIPMENT
Electric                                                             26,910,967     26,789,538
Property under capital lease                                            763,122        746,624
Natural gas                                                             212,870        209,969
Construction work in progress                                         1,311,331      1,232,891
Nuclear fuel under capital lease                                        264,986        259,433
Nuclear fuel                                                            305,032        263,609
                                                                    -----------    -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                  29,768,308     29,502,064
Less - accumulated depreciation and amortization                     12,103,999     12,307,112
                                                                    -----------    -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                  17,664,309     17,194,952
                                                                    -----------    -----------

               DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                       849,995        844,105
  Unamortized loss on reacquired debt                                   152,165        155,161
  Other regulatory assets                                             1,152,288        738,328
Long-term receivables                                                    23,792         24,703
Goodwill                                                                377,172        377,172
Other                                                                   927,939        946,375
                                                                    -----------    -----------
TOTAL                                                                 3,483,351      3,085,844
                                                                    -----------    -----------

TOTAL ASSETS                                                        $27,400,789    $26,947,969
                                                                    ===========    ===========
See Notes to Consolidated Financial Statements.



                     ENTERGY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                     March 31, 2003 and December 31, 2002
                                 (Unaudited)

                                                                         2003           2002
                                                                             (In Thousands)

                      CURRENT LIABILITIES
Currently maturing long-term debt                                         $559,896    $1,191,320
Notes payable                                                               60,351           351
Accounts payable                                                           608,537       855,446
Customer deposits                                                          206,034       198,442
Taxes accrued                                                              358,471       385,315
Accumulated deferred income taxes                                           98,870        26,468
Nuclear refueling outage costs                                               9,754        14,244
Interest accrued                                                           151,762       175,440
Obligations under capital leases                                           154,054       153,822
Other                                                                      155,679       171,341
                                                                       -----------   -----------
TOTAL                                                                    2,363,408     3,172,189
                                                                       -----------   -----------

             DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                      4,432,146     4,250,800
Accumulated deferred investment tax credits                                442,524       447,925
Obligations under capital leases                                           159,068       155,943
Other regulatory liabilities                                               197,067       185,579
Decommissioning                                                          2,077,051     1,565,997
Transition to competition                                                   79,098        79,098
Regulatory reserves                                                         42,098        56,438
Accumulated provisions                                                     388,927       389,868
Other                                                                    1,150,709     1,145,232
                                                                       -----------   -----------
TOTAL                                                                    8,968,688     8,276,880
                                                                       -----------   -----------

Long-term debt                                                           7,255,182     7,086,999
Preferred stock with sinking fund                                           22,077        24,327
Preferred stock without sinking fund                                       334,337       334,337
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trusts holding
  solely junior subordinated deferrable debentures                         215,000       215,000

                      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                                                          4,674,510     4,666,753
Retained earnings                                                        4,255,378     3,938,693
Accumulated other comprehensive loss                                       (35,525)      (22,360)
Less - treasury stock, at cost (22,597,529 shares in 2003 and
  25,752,410 shares in 2002)                                               654,748       747,331
                                                                       -----------   -----------
TOTAL                                                                    8,242,097     7,838,237
                                                                       -----------   -----------

Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $27,400,789   $26,947,969
                                                                       ===========   ===========
See Notes to Consolidated Financial Statements.



                    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME
                       (LOSS), AND PAID-IN CAPITAL
             For the Three Months Ended March 31, 2003 and 2002
                               (Unaudited)


                                                                       2003                    2002
                                                                              (In Thousands)
                    RETAINED EARNINGS
Retained Earnings - Beginning of period                      $3,938,693               $3,638,448

    Add  - Earnings (loss) applicable to common stock           395,007   $395,007       (78,923)  ($78,923)

    Deduct:
        Dividends declared on common stock                       78,151                   73,263
        Capital stock and other expenses                            171                      140
                                                             ----------               ----------
              Total                                              78,322                   73,403
                                                             ----------               ----------

Retained Earnings - End of period                            $4,255,378               $3,486,122
                                                             ==========               ==========


             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 income (loss) items           (39,673)                 (70,821)
                                                             ----------               ----------
     Total                                                      (22,360)                 (88,794)
                                                             ----------               ----------


Net derivative instrument fair value changes
  arising during the period                                        (617)      (617)          342        342

Foreign currency translation adjustments                            156        156        65,956       (378)

Net unrealized investment gains (losses)                        (12,704)   (12,704)       (5,183)    (5,183)
                                                             ----------   --------    ----------   --------

Balance at end of period:
  Accumulated derivative instrument fair value changes          $16,696                 ($17,631)
  Other accumulated comprehensive income (loss) items           (52,221)                 (10,048)
                                                             ----------               ----------
     Total                                                     ($35,525)                ($27,679)
                                                             ==========   --------    ==========   --------
Comprehensive Income (Loss)                                               $381,842                 ($84,142)
                                                                          ========                 ========


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

    Add:  Common stock issuances related to stock plans           7,757                    1,227
                                                             ----------               ----------
Paid-in Capital - End of period                              $4,674,510               $4,663,931
                                                             ==========               ==========


See Notes to Consolidated Financial Statements.



                     ENTERGY CORPORATION AND SUBSIDIARIES
                          SELECTED OPERATING RESULTS
               For the Three Months Ended March 31, 2003 and 2002
                                 (Unaudited)

                                                         Increase/
          Description              2003         2002     (Decrease)     %
                                    (In Millions)
Domestic Electric Operating
Revenues:
  Residential                       $ 564.2    $ 501.6      $  62.6    12
  Commercial                          395.8      356.8         39.0    11
  Industrial                          451.3      396.1         55.2    14
  Governmental                         44.2       38.6          5.6    15
                                   --------   --------      -------
    Total retail                    1,455.5    1,293.1        162.4    13
  Sales for resale                     96.9       69.8         27.1    39
  Other                                49.3       38.1         11.2    29
                                   --------   --------      -------
    Total                          $1,601.7   $1,401.0      $ 200.7    14
                                   ========   ========      =======
Billed Electric Energy
 Sales (GWh):
  Residential                         7,843      7,274          569     8
  Commercial                          5,822      5,598          224     4
  Industrial                          9,324      9,590         (266)   (3)
  Governmental                          633        617           16     3
                                   --------   --------      -------
    Total retail                     23,622     23,079          543     2
  Sales for resale                    2,513      2,181          332    15
                                   --------   --------      -------
    Total                            26,135     25,260          875     3
                                   ========   ========      =======

ENTERGY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. COMMITMENTS AND CONTINGENCIES

Sales Warranties and Indemnities

See Note 9 to the consolidated financial statements in the Form 10-K for information on certain warranties made by Entergy or its subsidiaries in the CitiPower and Saltend sales transactions.

Nuclear Insurance and Spent Nuclear Fuel

See Note 9 to the consolidated financial statements in the Form 10-K for information on nuclear liability, property and replacement power insurance, related NRC regulations, the disposal of spent nuclear fuel, and other high-level radioactive waste associated with Entergy's nuclear power plants.

Entergy's nuclear owner/licensees are members of certain insurance programs, underwritten by Nuclear Electric Insurance Limited (NEIL), that provide coverage for property damage, including decontamination and premature decommissioning expense, to members' nuclear generating plants. As of April 1, 2003, Entergy was insured against such losses up to $1.6 billion for each of its nuclear units, except for Fitzpatrick, Pilgrim, and Vermont Yankee, which are insured for $1.115 billion, and Indian Point 2 and 3 which are insured for $2.3 billion in property damages. In addition, certain of Entergy's nuclear owner/licensees are members of the NEIL insurance program that covers certain replacement power and business interruption costs incurred due to prolonged nuclear unit outages. Under the property damage and replacement power/business interruption insurance programs, these Entergy subsidiaries could be subject to assessments if losses exceed the accumulated funds available to the insurers. As of April 1, 2003, the maximum amounts of such possible assessments were $54.0 million for the U.S. Utility segment and $84.5 for the Non-Utility Nuclear segment.

Nuclear Decommissioning Costs

See Note 9 to the consolidated financial statements in the Form 10-K for information on nuclear decommissioning costs. As discussed in Note 7, Entergy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. The implementation of this new accounting standard resulted in a remeasurement of Entergy's decommissioning liabilities. Additionally, future decommissioning expense under this new standard will represent the accretion of this liability at the applicable discount rate, and will no longer be equal to the amounts collected in rates for decommissioning for the rate-regulated portion of the U.S. Utility's nuclear plants, as was the case before the implementation of SFAS 143. For these plants, the net difference between collections in rates, earnings on the trust funds, and the accretion expense under SFAS 143 will be recorded as a regulatory charge or credit, except for the non-rate regulated portion of River Bend. The table below summa rizes the activity in the decommissioning liabilities during the first quarter of 2003:

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, sex, or other protected characteristics. The defendant companies are vigorously defending these suits and deny any liability to the plaintiffs.

NOTE 2. RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application of SFAS 71

Previous developments and information related to electric industry restructuring are presented in Note 2 to the consolidated financial statements in the Form 10-K.

Texas

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory, and the proposal that Entergy Gulf States filed for an interim solution (retail open access without a FERC-approved RTO). The PUCT considered the proposal at a March 21, 2003 hearing, and issued an order on April 28, 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols (a hearing on which was conducted before the PUCT on May 1, 2003); initiating a proceeding to certify an independent organization; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding.

Retail Rate Proceedings

Filings with the PUCT and Texas Cities

Recovery of River Bend Costs

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the March 1998 PUCT disallowance of recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988, and subsequent proceedings.

Filings with the LPSC

Annual Earnings Reviews

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of Entergy Gulf States' ninth and last required post-merger analysis filed with the LPSC in May 2002. In April 2003 the LPSC staff filed testimony in which it recommends that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. Hearings are scheduled for October 2003.

Formula Rate Plan Filings

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of proceedings in Entergy Louisiana's second annual performance-based formula rate plan filing made with the LPSC for the 1996 test year. The case was argued before the U.S. Supreme Court during the last week of April 2003 and a decision is pending.

Filings with the City Council

Rate Proceedings

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of Entergy New Orleans' cost of service study and revenue requirement filed in May 2002 with the City Council for the 2001 test year, and the agreement in principle presented to the City Council in March 2003. The City Council Utility Cable and Telecommunications Committee voted unanimously to recommend approval of the agreement in principle at a meeting held on May 8, 2003. The City Council is expected to decide whether to approve the agreement in principle on May 15, 2003.

Natural Gas

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of a resolution adopted in August 2001 by the City Council that ordered Entergy New Orleans to account for $36 million of certain natural gas costs charged to its gas distribution customers from July 1997 through May 2001. The presentation made to the City Council in March 2003 regarding the agreement in principle that would resolve Entergy New Orleans' rate proceeding also included proposed terms for resolution of this proceeding, if approved by the City Council. As discussed in "Rate Proceedings" above, the City Council is expected to decide whether to approve the agreement in principle on May 15, 2003.

Fuel Adjustment Clause Litigation

See "Fuel Adjustment Clause Litigation" in Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the complaint filed by a group of ratepayers in state court in Orleans Parish and with the City Council regarding certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council.

NOTE 3. COMMON STOCK

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

In accordance with SFAS 128, "Earnings per Share," because of the loss incurred for the three months ended March 31, 2002, Entergy did not include potential common shares in the computation of diluted earnings per share for that period. 4,222,341 potential common shares related to Entergy's stock option and other stock compensation plans existed at March 31, 2002. Entergy's stock option and other stock compensation plans are discussed in Note 5 to the consolidated financial statements in the Form 10-K.

During the three months ended March 31, 2003, Entergy Corporation issued 3,154,881 shares of its previously repurchased common stock to satisfy stock option exercises.

NOTE 4. LONG-TERM DEBT

Parent

In March 2003, Entergy Corporation issued $158 million of long-term notes, $72 million of which have a maturity of March 2008 and a coupon rate of 6.17% and $86 million of which have a maturity of March 2011 and a coupon rate of 7.06%.

U.S. Utility

In January 2003, Entergy Mississippi issued $100 million of 5.15% Series First Mortgage Bonds due February 2013. The net proceeds were used to redeem, at maturity, a portion of the $120 million 7.75% Series First Mortgage Bonds due February 2003, and to redeem, prior to maturity, the $65 million 6.625% Series First Mortgage Bonds due November 2003 and the $25 million 8.25% Series First Mortgage Bonds due July 2004.

In February 2003, Entergy Mississippi retired, at maturity, $70 million of 6.25% Series First Mortgage Bonds using a portion of the proceeds from the $75 million of 6% Series First Mortgage Bonds issued in October 2002.

In March 2003, Entergy Arkansas retired, at maturity, $100 million of 7.72% Series First Mortgage Bonds using the proceeds from the $100 million of 6% Series First Mortgage Bonds issued in November 2002.

In March 2003, Entergy Gulf States retired, at maturity, $33 million of 6.75% Series First Mortgage Bonds and redeemed, prior to maturity, $260 million Floating Rate Series First Mortgage Bonds due June 2003. Proceeds from the $200 million of 5.20% Series First Mortgage Bonds issued in November 2002 and the $140 million of 6% Series First Mortgage Bonds issued in November 2002 were used for these redemptions.

In March 2003, Entergy Mississippi issued $100 million of 4.35% Series First Mortgage Bonds due April 2008. The proceeds from this issuance are being 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.

In May 2003 Entergy Arkansas issued $150 million of first mortgage bonds with a maturity of 15 years and expects to use the proceeds for general corporate purposes, including repayment of short-term indebtedness and redemption or repayment at maturity of $155 million of first mortgage bonds maturing in October 2003.

Energy Commodity Services

In January 2003, the non-nuclear wholesale asset business paid in full, at maturity, the outstanding debt of $79 million relating to the Top of Iowa wind project.

NOTE 5. RETAINED EARNINGS

On April 16, 2003, Entergy Corporation's Board of Directors declared a common stock dividend of $0.35 per share, payable on June 1, 2003, to holders of record as of May 13, 2003.

NOTE 6. BUSINESS SEGMENT INFORMATION

Entergy's reportable segments as of March 31, 2003 are U.S. Utility, Non-Utility Nuclear, and Energy Commodity Services. "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 for the first quarter of 2003 and 2002 is as follows (in thousands):

Businesses marked with * are sometimes 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 first quarter of 2002 includes a $401.4 million charge to operating expenses ($260.9 million net-of-tax) 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 in the United States and the United Kingdom.

NOTE 7. NEW ACCOUNTING PRONOUNCEMENTS

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 are likely to be 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 i mpact 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 neutral to the rate-regulated business of the domestic utility companies and System Energy. Assets and liabilities increased by approximately $1.2 billion for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.2 billion as determined under SFAS 143, increasing utility plant by $332 million, reducing accumulated depreciation by $363 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 c hange. For the Non-Utility Nuclear business, the implementation of SFAS 143 resulted in a decrease in liabilities of approximately $520 million due to reductions in decommissioning liabilities, a decrease in assets of approximately $360 million, including a decrease in electric plant in service of $336 million, and an increase in earnings of approximately $160 million net-of-tax ($0.70 per share) as a result of a one-time cumulative effect of accounting change. If SFAS 143 had been applied by Entergy during all prior periods, the following impacts would have resulted:

NOTE 8. STOCK-BASED COMPENSATION PLANS

Entergy has two plans that grant stock options, which are described more fully in Note 5 to the consolidated financial statements in the Form 10-K. 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 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 fai r value based method 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.

ENTERGY ARKANSAS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Income

Operating income increased by $11.4 million primarily due to the following:

• increased net base revenues of $12.5 million primarily due to increased electricity usage of 298 GWh in the residential and commercial sectors;

• increased net wholesale revenue of $3.5 million primarily due to an increase in sales volume to non-associated companies; and

• decreased taxes other than income taxes of $2.4 million primarily due to the accrual of sales tax on the System Energy refund in 2002 refunded to customers but not recoverable from the state of Arkansas because of the statute of limitations.

The increase in operating income was partially offset by:

• increased depreciation and amortization expenses of $4.7 million primarily due to an increase in plant in service; and
• increased other operation and maintenance expenses of $3.5 million primarily due to higher customer service support costs.

Other Impacts on Earnings

Interest charges decreased $3.1 million primarily due to the following:

• a decrease in interest on long-term debt of $1.3 million primarily due to the redemption at maturity of $85 million of 7% Series First Mortgage Bonds in March 2002 using internally generated funds and $100 million of 7.72% Series First Mortgage Bonds in March 2003 using the proceeds from the issuance of $100 million of 6% Series First Mortgage Bonds in November 2002; and
• a decrease in other interest of $1.8 million primarily due to the elimination of the transition cost account obligation as a result of a March 2002 settlement agreement.

Income Taxes

The effective income tax rates for the first quarter of 2003 and 2002 were 41.2% and 27.1%, respectively. The difference in the effective income tax rate in 2003 versus the federal statutory rate of 35.0% is primarily due to the effect of depreciation and flow-through book and tax timing differences. The difference in the effective income tax rate in 2002 versus the federal statutory rate of 35.0% is primarily due to updating book and tax timing differences related to research and experimental expenses consistent with amended tax returns.

Other Income Statement Variances

Operating revenue declined primarily because of a decline in fuel cost recovery revenue of $41.1 million due to decreases in the annual recovery rider in April and October 2002 (see Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion). Corresponding to the decrease in fuel cost recovery revenue, fuel and purchased power expenses decreased $34 million.

Decommissioning expense increased $9 million due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." Corresponding to the increase in decommissioning expense, other regulatory credits also increased.

Liquidity and Capital Resources

Cash Flow

Cash flows for the three months ended March 31, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 95,513	$ 103,466
Cash flow provided by (used in):
Operating activities	62,825	58,988
Investing activities	(47,230)	(7,820)
Financing activities	(80,544)	(83,469)
Net decrease in cash and cash equivalents	(64,949)	(32,301)
Cash and cash equivalents at end of period	$ 30,564	$ 71,165

Operating Activities

Cash flow from operations increased $3.8 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to an increase in net income as explained above.

Entergy Arkansas' receivables from the money pool were as follows:

March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
(In Thousands)
$3,178	$4,279	$25,817	$23,794

See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

The increase of $39.4 million in net cash used in investing activities in the first quarter of 2003 compared to the first quarter of 2002 was primarily due to the maturity of $38.4 million of other temporary investments in the first quarter of 2002.

Financing Activities

The decrease of $2.9 million in net cash used in financing activities in the first quarter of 2003 compared to the first quarter of 2002 was primarily due to the payment of $2 million less in common stock dividends in the first quarter of 2003 than in 2002. See Note 3 to the domestic utility companies and System Energy financial statements for detail of Entergy Arkansas' long-term debt activity during the first quarter 2003.

Uses and Sources of Capital

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Arkansas' uses and sources of capital. The following is an update to the Form 10-K.

In April 2003, Entergy Arkansas renewed its 364-day credit facility through April 30, 2004. The amount available under the credit facility is $63 million, of which $25 million was drawn at March 31, 2003.

In May 2003 Entergy Arkansas issued $150 million of first mortgage bonds with a maturity of 15 years and expects to use the proceeds for general corporate purposes, including repayment of short-term indebtedness and redemption or repayment at maturity of $155 million of first mortgage bonds maturing in October 2003.

Significant Factors and Known Trends

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of utility restructuring, System Agreement proceedings, market and credit risks, state and local regulatory risks, nuclear matters, and environmental risks. The following is an update to the Form 10-K.

Nuclear Matters

As discussed in the Form 10-K, Entergy issued a Request for Proposal ("RFP") to provide replacement steam generators for ANO 1. Two companies submitted bids in response to the RFP. Entergy subsequently entered into a contract with one of the companies for delivery of the replacement steam generators in August 2005 in time for installation during a scheduled refueling outage beginning in September 2005. The other company filed a lawsuit in federal district court in Virginia seeking a temporary and permanent injunction against the winning bidder claiming that the winning bidder was using the other company's proprietary information in the design and fabrication of the replacement generators. The lawsuit has been settled, and the litigation has been dismissed with prejudice. The dispute should not affect the delivery date or the cost of the steam generators.

Critical Accounting Estimates

See "Management's Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Arkansas' accounting for nuclear decommissioning costs and pension and other retirement costs. The following is an update to the Form 10-K.

SFAS 143

As discussed in the Form 10-K, Entergy Arkansas implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. 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. Assets and liabilities increased by approximately $532 million in 2003 as a result of recording the asset retirement obligation at its fair value of $532 million 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.

                           ENTERGY ARKANSAS, INC.
                             INCOME STATEMENTS
             For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                                2003      2002
                                                                 (In Thousands)

                    OPERATING REVENUES
Domestic electric                                             $362,749   $377,823
                                                              --------   --------
                    OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                   35,881    104,253
   Purchased power                                             106,051     71,674
   Nuclear refueling outage expenses                             5,943      6,862
   Other operation and maintenance                              85,510     82,035
Decommissioning                                                  8,972          -
Taxes other than income taxes                                    8,834     11,187
Depreciation and amortization                                   51,168     46,485
Other regulatory credits - net                                  (6,740)      (404)
                                                              --------   --------
TOTAL                                                          295,619    322,092
                                                              --------   --------

OPERATING INCOME                                                67,130     55,731
                                                              --------   --------

                       OTHER INCOME
Allowance for equity funds used during construction              1,428      1,339
Interest and dividend income                                     1,505        978
Miscellaneous - net                                             (1,342)      (991)
                                                              --------   --------
TOTAL                                                            1,591      1,326
                                                              --------   --------

                INTEREST AND OTHER CHARGES
Interest on long-term debt                                      21,153     22,468
Other interest - net                                             1,091      2,932
Distributions on preferred securities of subsidiary              1,275      1,275
Allowance for borrowed funds used during construction             (926)      (947)
                                                              --------   --------
TOTAL                                                           22,593     25,728
                                                              --------   --------

INCOME BEFORE INCOME TAXES                                      46,128     31,329

Income taxes                                                    18,983      8,491
                                                              --------   --------

NET INCOME                                                      27,145     22,838

Preferred dividend requirements and other                        1,944      1,944
                                                              --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                   $25,201    $20,894
                                                              ========   ========
See Notes to Respective Financial Statements.


     

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                             ENTERGY ARKANSAS, INC.
                            STATEMENTS OF CASH FLOWS
                For the Three Months Ended March 31, 2003 and 2002
                                  (Unaudited)

                                                                   2003         2002
                                                                    (In Thousands)

                  OPERATING ACTIVITIES
Net income                                                        $27,145      $22,838
Noncash items included in net income:
  Other regulatory credits - net                                   (6,740)        (404)
  Depreciation, amortization, and decommissioning                  60,140       46,485
  Deferred income taxes and investment tax credits                  1,161      (40,621)
  Allowance for equity funds used during construction              (1,428)      (1,339)
Changes in working capital:
  Receivables                                                       5,495       14,061
  Fuel inventory                                                   (3,642)     (19,794)
  Accounts payable                                                (56,628)     (24,675)
  Taxes accrued                                                    42,040       56,560
  Interest accrued                                                 (1,241)      (4,854)
  Deferred fuel costs                                              (3,652)      51,058
  Other working capital accounts                                   (2,308)       8,555
Provision for estimated losses and reserves                        (4,135)      (3,319)
Changes in other regulatory assets                                 (9,520)     (10,947)
Changes in other deferred credits                                   7,085       (5,274)
Other                                                               9,053      (29,342)
                                                                 --------     --------
Net cash flow provided by operating activities                     62,825       58,988
                                                                 --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                         (47,471)     (44,733)
Allowance for equity funds used during construction                 1,428        1,339
Nuclear fuel purchases                                                  -      (30,451)
Proceeds from sale/leaseback of nuclear fuel                            -       30,451
Decommissioning trust contributions and realized
    change in trust assets                                         (1,187)      (2,823)
Changes in other temporary investments - net                            -       38,397
                                                                 --------     --------
Net cash flow used in investing activities                        (47,230)      (7,820)
                                                                 --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                            -       94,742
Retirement of long-term debt                                     (100,000)    (170,000)
Changes in short-term borrowings                                   25,000         (667)
Dividends paid:
  Common stock                                                     (3,600)      (5,600)
  Preferred stock                                                  (1,944)      (1,944)
                                                                 --------     --------
Net cash flow used in financing activities                        (80,544)     (83,469)
                                                                 --------     --------

Net decrease in cash and cash equivalents                         (64,949)     (32,301)

Cash and cash equivalents at beginning of period                   95,513      103,466
                                                                 --------     --------

Cash and cash equivalents at end of period                        $30,564      $71,165
                                                                 ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                            $23,050      $30,236
  Income taxes                                                   ($17,800)     ($3,873)
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                  ($12,155)     ($6,138)
  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
                   March 31, 2003 and December 31, 2002
                                (Unaudited)

                                                                      2003          2002
                                                                          (In Thousands)

                     CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                 $29,184       $28,174
  Temporary cash investments - at cost,
    which approximates market                                            1,380        67,339
                                                                    ----------    ----------
        Total cash and cash equivalents                                 30,564        95,513
                                                                    ----------    ----------
Accounts receivable:
  Customer                                                              66,735        67,674
  Allowance for doubtful accounts                                       (9,391)       (8,031)
  Associated companies                                                  34,230        32,352
  Other                                                                 23,357        16,619
  Accrued unbilled revenues                                             56,026        67,838
                                                                    ----------    ----------
    Total accounts receivable                                          170,957       176,452
                                                                    ----------    ----------
Accumulated deferred income taxes                                        3,818         5,061
Fuel inventory - at average cost                                        14,523        10,881
Materials and supplies - at average cost                                82,612        78,533
Deferred nuclear refueling outage costs                                 19,675        25,858
Prepayments and other                                                    8,443         8,335
                                                                    ----------    ----------
TOTAL                                                                  330,592       400,633
                                                                    ----------    ----------

             OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                    11,215        11,215
Decommissioning trust funds                                            323,663       334,631
Non-utility property - at cost (less accumulated depreciation)           1,459         1,460
Other                                                                    2,976         2,976
                                                                    ----------    ----------
TOTAL                                                                  339,313       350,282
                                                                    ----------    ----------

                     UTILITY PLANT
Electric                                                             5,790,649     5,644,477
Property under capital lease                                            29,647        30,354
Construction work in progress                                          137,332       132,792
Nuclear fuel under capital lease                                        75,235        88,101
Nuclear fuel                                                             9,450        10,543
                                                                    ----------    ----------
TOTAL UTILITY PLANT                                                  6,042,313     5,906,267
Less - accumulated depreciation and amortization                     2,506,677     2,722,342
                                                                    ----------    ----------
UTILITY PLANT - NET                                                  3,535,636     3,183,925
                                                                    ----------    ----------

            DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                      122,736       111,748
  Unamortized loss on reacquired debt                                   38,973        39,792
  Other regulatory assets                                              311,384       130,689
Other                                                                   41,244        39,899
                                                                    ----------    ----------
TOTAL                                                                  514,337       322,128
                                                                    ----------    ----------

TOTAL ASSETS                                                        $4,719,878    $4,256,968
                                                                    ==========    ==========
See Notes to Respective Financial Statements.


                           ENTERGY ARKANSAS, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    March 31, 2003 and December 31, 2002
                                (Unaudited)

                                                                   2003        2002
                                                                     (In Thousands)

                 CURRENT LIABILITIES
Currently maturing long-term debt                                 $155,000     $255,000
Notes payable                                                       25,000            -
Accounts payable:
  Associated companies                                              24,425       37,833
  Other                                                             77,928      121,148
Customer deposits                                                   35,143       35,886
Taxes accrued                                                       58,302       16,262
Interest accrued                                                    26,531       27,772
Deferred fuel costs                                                 38,951       42,603
Obligations under capital leases                                    58,843       58,745
System Energy refund                                                 3,551        3,764
Other                                                               14,386       17,734
                                                                ----------   ----------
TOTAL                                                              518,060      616,747
                                                                ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                832,498      821,829
Accumulated deferred investment tax credits                         76,993       78,231
Obligations under capital leases                                    46,038       59,711
Decommissioning                                                    540,630            -
Accumulated provisions                                              27,328       31,463
Other                                                              124,932      117,847
                                                                ----------   ----------
TOTAL                                                            1,648,419    1,109,081
                                                                ----------   ----------

Long-term debt                                                   1,125,658    1,125,000
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                  60,000       60,000

                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                                                  659,794      638,193
                                                                ----------   ----------
TOTAL                                                            1,367,741    1,346,140
                                                                ----------   ----------

Commitments and Contingencies

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,719,878   $4,256,968
                                                                ==========   ==========
See Notes to Respective Financial Statements.



                           ENTERGY ARKANSAS, INC.
                         SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 2003 and 2002
                                  (Unaudited)

                                                   Increase/
          Description            2003      2002    (Decrease)    %
                                  (In Millions)
Electric Operating Revenues:
  Residential                   $ 130.8  $ 137.2      ($6.4)     (5)
  Commercial                       65.1     72.1       (7.0)    (10)
  Industrial                       68.4     81.7      (13.3)    (16)
  Governmental                      3.5      4.0       (0.5)    (13)
                                ---------------------------
    Total retail                  267.8    295.0      (27.2)     (9)
  Sales for resale
     Associated companies          50.3     41.7        8.6      21
     Non-associated companies      46.4     34.8       11.6      33
  Other                            (1.8)     6.3       (8.1)   (129)
                                ---------------------------
    Total                       $ 362.7  $ 377.8     ($15.1)     (4)
                                ===========================
Billed Electric Energy
 Sales (GWh):
  Residential                     1,938    1,721        217      13
  Commercial                      1,212    1,131         81       7
  Industrial                      1,611    1,606          5       -
  Governmental                       63       62          1       2
                                ---------------------------
    Total retail                  4,824    4,520        304       7
  Sales for resale
     Associated companies         1,607    2,082       (475)    (23)
     Non-associated companies     1,418    1,014        404      40
                                ---------------------------
    Total                         7,849    7,616        233       3
                                ===========================

ENTERGY GULF STATES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net income in 2003 decreased by $16.2 million compared to the first quarter of 2002 primarily as a result of a one-time $21.3 million net-of-tax cumulative effect of accounting change due to the implementation of SFAS 143 as discussed below in "Critical Accounting Estimates." The decrease was partially offset by a decrease in the effective tax rate.

Operating Income

Operating income increased slightly in the first quarter of 2003 compared to the first quarter of 2002 primarily due to:

• an increase in unbilled revenue of $7.8 million, primarily due to an increase in the price applied to unbilled sales;
• more favorable retail sales volume of $10.2 million in the residential, commercial, and industrial sectors; and
• a decrease in other operation and maintenance expenses of $2.5 million primarily due to lower outage costs at certain fossil plants.

The increase in operating income was partially offset by:

• a decrease in retail sales revenue of $8.6 million due to an LPSC-ordered rate decrease and refund; and
• decreased net wholesale revenue of $2.4 million.

Income Taxes

The effective income tax rates for the first quarters of 2003 and 2002 were 9.1%, and 38.5%, respectively. The difference in the effective income tax rate in 2003 versus the federal statutory rate of 35% is primarily due to the cumulative effect of accounting change and the effect of flow-through book and tax timing differences. The difference in the effective income tax rate in 2002 versus the federal statutory rate of 35% is primarily due to state income taxes and book and tax timing differences related to depreciation.

Other Income Statement Variances

Operating revenues increased $120.5 million primarily due to increased fuel cost recovery revenues, which are offset by increased fuel and purchased power expenses of $119.3 million due to higher fuel prices.

Liquidity and Capital Resources

Cash Flow

Cash flows for the three months ended March 31, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 318,404	$ 123,728
Cash flow provided by (used in):
Operating activities	122,878	130,128
Investing activities	(105,402)	(23,590)
Financing activities	(303,860)	(165,445)
Net decrease in cash and cash equivalents	(286,384)	(58,907)
Cash and cash equivalents at end of period	$ 32,020	$ 64,821

Operating Activities

Cash flow from operations decreased $7.3 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to the timing of fuel and tax payments and accruals, offset by money pool activity. Also impacting cash flow from operations was the decreased collection of deferred fuel in the first quarter of 2003 due to collections in 2002 of high balances. Money pool activity increased operating cash flow by $123.9 million due to Entergy Gulf States being in a borrowing position in the money pool in 2003 compared to a lending position in 2002.

Entergy Gulf States' receivables from or (payables) to the money pool were as follows:

March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
(In Thousands)
($105,791)	$18,131	$17,418	$27,665

The significant increase in fuel payments and the resulting increase in deferred fuel costs were the primary reasons for the significant money pool borrowing activity by Entergy Gulf States in the first quarter 2003. Management expects that the deferred fuel costs will be recovered through regulatory recovery mechanisms. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Net cash used in investing activities increased $81.8 million in the first quarter of 2003 compared to the first quarter of 2002 due to the maturity of $44.6 million of other temporary investments in the first quarter of 2002. The increase was also due to the use of $42.1 million in other regulatory investments, which are deferred fuel costs expected to be collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for fuel costs.

Financing Activities

Net cash used in financing activities increased $138.4 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to the retirement of long-term debt.

In March 2003, Entergy Gulf States retired, at maturity, $33 million of 6.75% Series First Mortgage Bonds and redeemed, prior to maturity, $260 million Floating Rate Series First Mortgage Bonds due June 2003 using proceeds from the issuances in November 2002 of $200 million of 5.2% Series First Mortgage Bonds and $140 million of 6% Series First Mortgage Bonds. In January 2002, Entergy Gulf States retired, at maturity, $148 million of 8.21% Series First Mortgage Bonds due January 2002.

Uses and Sources of Capital

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Gulf States' uses and sources of capital.

Significant Factors and Known Trends

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of transition to retail competition, state and local regulatory risks, System Agreement proceedings, industrial, commercial, and wholesale customers, market and credit risks, nuclear matters, environmental risks, and litigation risks. Following are updates to the information provided in the Form 10-K.

Rate Proceedings

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of Entergy Gulf States' ninth and last required post-merger analysis filed with the LPSC in May 2002. In April 2003 the LPSC staff filed testimony in which it recommends that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. Hearings are scheduled for October 2003.

Transition to Retail Competition

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory, and the proposal that Entergy Gulf States filed for an interim solution (retail open access without a FERC-approved RTO). The PUCT considered the proposal at a March 21, 2003 hearing, and issued an order on April 28, 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols (a hearing on which was conducted before the PUCT on May 1, 2003); initiating a proceeding to certify an independent organization; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding.

Critical Accounting Estimates

See "Management's Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Gulf States' accounting for nuclear decommissioning costs, pension and other postretirement costs, and the application of SFAS 71. Following is an update to the information provided in the Form 10-K.

SFAS 143

As discussed in the Form 10-K, Entergy Gulf States implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. 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. Assets and liabilities increased in 2003 for this portion of Entergy Gulf States' business 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. SFAS 143 is not expected to have a material effect on Entergy Gulf States' earni ngs on an ongoing basis.

                         ENTERGY GULF STATES, INC.
                             INCOME STATEMENTS
           For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                            2003        2002
                                                              (In Thousands)

                  OPERATING REVENUES
Domestic electric                                          $556,238   $447,251
Natural gas                                                  28,116     16,653
                                                           --------   --------
TOTAL                                                       584,354    463,904
                                                           --------   --------

                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               139,700    139,854
   Purchased power                                          185,313     65,829
   Nuclear refueling outage expenses                          3,056      3,056
   Other operation and maintenance                           95,077     97,575
Decommissioning                                               5,135      1,573
Taxes other than income taxes                                28,586     30,638
Depreciation and amortization                                50,116     50,293
Other regulatory charges - net                                1,678        600
                                                           --------   --------
TOTAL                                                       508,661    389,418
                                                           --------   --------

OPERATING INCOME                                             75,693     74,486
                                                           --------   --------

                     OTHER INCOME
Allowance for equity funds used during construction           3,010      2,225
Gain on sale of assets                                          302        663
Interest and dividend income                                  4,340      2,321
Miscellaneous - net                                            (845)    (1,095)
                                                           --------   --------
TOTAL                                                         6,807      4,114
                                                           --------   --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                   34,619     31,847
Other interest - net                                          1,612      1,597
Distributions on preferred securities of subsidiary           1,859      1,859
Allowance for borrowed funds used during construction        (2,604)    (2,258)
                                                           --------   --------
TOTAL                                                        35,486     33,045
                                                           --------   --------

INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                       47,014     45,555

Income taxes                                                 13,889     17,517
                                                           --------   --------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE                                         33,125     28,038

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE (net of income taxes of  $12,713)                    (21,333)         -
                                                           --------   --------

NET INCOME                                                   11,792     28,038

Preferred dividend requirements and other                     1,210      1,234
                                                           --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $10,582    $26,804
                                                           ========   ========

See Notes to Respective Financial Statements.




                           ENTERGY GULF STATES, INC.
                           STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2003 and 2002
                                 (Unaudited)

                                                                  2003          2002
                                                                    (In Thousands)

                 OPERATING ACTIVITIES
Net income                                                       $11,792     $28,038
Noncash items included in net income:
  Reserve for regulatory adjustments                             (14,340)      2,517
  Other regulatory charges - net                                   1,678         600
  Depreciation, amortization, and decommissioning                 55,251      51,866
  Deferred income taxes and investment tax credits                37,064     (21,724)
  Allowance for equity funds used during construction             (3,010)     (2,225)
  Cumulative effect of an accounting change                       21,333           -
  Gain on sale of assets                                            (302)       (663)
Changes in working capital:
  Receivables                                                    (21,156)     37,958
  Fuel inventory                                                   1,747      (1,872)
  Accounts payable                                                53,907     (33,225)
  Taxes accrued                                                  (24,996)     31,828
  Interest accrued                                                11,363         963
  Deferred fuel costs                                            (26,727)     13,781
  Other working capital accounts                                  17,955      14,295
Provision for estimated losses and reserves                          315      (1,629)
Changes in other regulatory assets                                (7,722)      3,562
Other                                                              8,726       6,058
                                                                --------    --------
Net cash flow provided by operating activities                   122,878     130,128
                                                                --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                        (57,467)    (68,038)
Allowance for equity funds used during construction                3,010       2,225
Nuclear fuel purchases                                           (24,979)    (21,733)
Proceeds from sale/leaseback of nuclear fuel                      19,211      21,923
Decommissioning trust contributions and realized
    change in trust assets                                        (3,050)     (2,610)
Changes in other temporary investments - net                           -      44,643
Other regulatory investments                                     (42,127)          -
                                                                --------    --------
Net cash flow used in investing activities                      (105,402)    (23,590)
                                                                --------    --------

                 FINANCING ACTIVITIES
Retirement of long-term debt                                    (293,000)   (148,000)
Redemption of preferred stock                                     (2,250)     (1,403)
Dividends paid:
  Common stock                                                    (7,400)    (14,800)
  Preferred stock                                                 (1,210)     (1,242)
                                                                --------    --------
Net cash flow used in financing activities                      (303,860)   (165,445)
                                                                --------    --------

Net decrease in cash and cash equivalents                       (286,384)    (58,907)

Cash and cash equivalents at beginning of period                 318,404     123,728
                                                                --------    --------

Cash and cash equivalents at end of period                       $32,020     $64,821
                                                                ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                           $25,294     $33,001
Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                  ($6,188)    ($1,556)

See Notes to Respective Financial Statements.



                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                                ASSETS
                  March 31, 2003 and December 31, 2002
                             (Unaudited)

                                                                   2003         2002
                                                                    (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                             $28,118      $25,591
  Temporary cash investments - at cost,
    which approximates market                                        3,902      292,813
                                                                ----------   ----------
        Total cash and cash equivalents                             32,020      318,404
                                                                ----------   ----------
Accounts receivable:
  Customer                                                          93,053       81,879
  Allowance for doubtful accounts                                   (5,823)      (5,893)
  Associated companies                                               8,413       21,356
  Other                                                             54,675       40,156
  Accrued unbilled revenues                                        103,713       95,377
                                                                ----------   ----------
    Total accounts receivable                                      254,031      232,875
                                                                ----------   ----------
Deferred fuel costs                                                169,418      100,564
Accumulated deferred income taxes                                        -        1,681
Fuel inventory - at average cost                                    47,647       49,394
Materials and supplies - at average cost                           100,518       99,190
Prepayments and other                                               25,841       47,206
                                                                ----------   ----------
TOTAL                                                              629,475      849,314
                                                                ----------   ----------

            OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                        237,597      240,735
Non-utility property - at cost (less accumulated depreciation)     193,194      192,975
Other                                                               19,044       18,108
                                                                ----------   ----------
TOTAL                                                              449,835      451,818
                                                                ----------   ----------

                     UTILITY PLANT
Electric                                                         7,935,173    7,895,009
Property under capital lease                                        18,323       19,795
Natural gas                                                         61,808       60,810
Construction work in progress                                      306,628      306,209
Nuclear fuel under capital lease                                    74,945       41,447
                                                                ----------   ----------
TOTAL UTILITY PLANT                                              8,396,877    8,323,270
Less - accumulated depreciation and amortization                 3,852,212    3,885,559
                                                                ----------   ----------
UTILITY PLANT - NET                                              4,544,665    4,437,711
                                                                ----------   ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                  458,234      452,887
  Unamortized loss on reacquired debt                               30,507       31,186
  Other regulatory assets                                          261,659      226,555
Long-term receivables                                               22,280       23,192
Other                                                               34,204       35,194
                                                                ----------   ----------
TOTAL                                                              806,884      769,014
                                                                ----------   ----------

TOTAL ASSETS                                                    $6,430,859   $6,507,857
                                                                ==========   ==========
See Notes to Respective Financial Statements.


                            ENTERGY GULF STATES, INC.
                                BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    March 31, 2003 and December 31, 2002
                                  (Unaudited)

                                                                       2003        2002
                                                                        (In Thousands)

                  CURRENT LIABILITIES
Currently maturing long-term debt                                         $ -    $293,000
Accounts payable:
  Associated companies                                                167,272      51,383
  Other                                                               143,814     205,796
Customer deposits                                                      50,268      48,061
Taxes accrued                                                          10,918      35,914
Accumulated deferred income taxes                                      28,442           -
Nuclear refueling outage costs                                          9,754      14,244
Interest accrued                                                       50,233      38,870
Obligations under capital leases                                       36,290      36,157
Other                                                                  15,642      15,441
                                                                   ----------  ----------
TOTAL                                                                 512,633     738,866
                                                                   ----------  ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                 1,308,489   1,310,028
Accumulated deferred investment tax credits                           154,900     156,401
Obligations under capital leases                                       56,978      25,085
Other regulatory liabilities                                            4,409       5,557
Decommissioning                                                       283,380     148,728
Transition to competition                                              79,098      79,098
Regulatory reserves                                                    30,398      44,738
Accumulated provisions                                                 65,604      65,289
Other                                                                  94,433      93,396
                                                                   ----------  ----------
TOTAL                                                               2,077,689   1,928,320
                                                                   ----------  ----------

Long-term debt                                                      1,959,413   1,959,288
Preferred stock with sinking fund                                      22,077      24,327
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                     85,000      85,000

                  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                                                     1,157,459   1,157,459
Retained earnings                                                     453,111     449,929
Accumulated other comprehensive income                                  2,095       3,286
                                                                   ----------  ----------
TOTAL                                                               1,774,047   1,772,056
                                                                   ----------  ----------

Commitments and Contingencies

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $6,430,859  $6,507,857
                                                                   ==========  ==========
See Notes to Respective Financial Statements.



                          ENTERGY GULF STATES, INC.
        STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME
           For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                                       Three Months Ended
                                                                    2003                 2002
                                                                          (In Thousands)
                   RETAINED EARNINGS
Retained Earnings - Beginning of period                      $449,929              $371,939
    Add  - Earnings applicable to common stock                 10,582   $10,582      26,804   $26,804
    Deduct:
        Dividends declared on common stock                      7,400                14,800
        Capital stock and other expenses                            -                    58
                                                             --------              --------
              Total                                             7,400                14,858
                                                             --------              --------
Retained Earnings - End of period                            $453,111              $383,885
                                                             ========              ========
            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                                    (1,191)   (1,191)          -         -
                                                             --------    ------    --------   -------
Balance at end of period:
  Accumulated derivative instrument fair value changes         $2,095                   $ -
                                                             ========    ------    ========   -------
Comprehensive Income                                                     $9,391               $26,804
                                                                         ======               =======

See Notes to Respective Financial Statements.



                           ENTERGY GULF STATES, INC.
                          SELECTED OPERATING RESULTS
              For the Three Months Ended March 31, 2003 and 2002
                                 (Unaudited)

                                                   Increase/
          Description             2003      2002   (Decrease)    %
                                     (In Millions)
Electric Operating Revenues:
  Residential                    $ 161.1  $ 144.8     $ 16.3    11
  Commercial                       120.9    108.9       12.0    11
  Industrial                       172.8    144.0       28.8    20
  Governmental                       8.9      7.7        1.2    16
                                 ---------------------------
    Total retail                   463.7    405.4       58.3    14
  Sales for resale
     Associated companies           11.3      4.5        6.8   151
     Non-associated companies       41.7     27.8       13.9    50
  Other                             39.5      9.6       29.9   311
                                 ---------------------------
    Total                        $ 556.2  $ 447.3    $ 108.9    24
                                 ===========================
Billed Electric Energy
 Sales (GWh):
  Residential                      2,223    2,102        121     6
  Commercial                       1,841    1,776         65     4
  Industrial                       3,658    3,644         14     -
  Governmental                       122      111         11    10
                                 ---------------------------
    Total retail                   7,844    7,633        211     3
  Sales for resale
     Associated companies            170      104         66    63
     Non-associated companies        974    1,057        (83)   (8)
                                 ---------------------------
    Total                          8,988    8,794        194     2
                                 ===========================

ENTERGY LOUISIANA, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Income

Operating income increased by $13.5 million compared to 2002 primarily due to an increase of $11.3 in the price applied to unbilled sales.

Other Impacts on Earnings

Other income and interest charges increased earnings by $7.1 million compared to 2002 primarily due to:

• an increase in interest income of $2.9 million primarily due to interest earned on money pool investments as a result of Entergy Louisiana being a lender to the money pool in the first quarter of 2003 compared to a borrower in the first quarter of 2002; and
• a decrease in interest on long-term debt of $2.7 million due to the refinancing and net redemption of $140 million of First Mortgage Bonds in 2002.

Income Taxes

The effective income tax rates for the first quarters of 2003 and 2002 were 38.2% and 41.4%, respectively. The differences in the effective income tax rates in 2003 and 2002 versus the federal statutory rate of 35.0% are primarily due to state income taxes and book and tax timing differences related to depreciation.

Other Income Statement Variances

Operating revenues increased $92.4 million primarily due to an increase in fuel recovery revenues due to higher fuel rates. Fuel and purchased power expenses increased $79.3 million primarily due to increases in the market prices of natural gas and purchased power.

Liquidity and Capital Resources

Cash Flow

Cash flows for the three months ended March 31, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 311,800	$ 42,408
Cash flow provided by (used in):
Operating activities	(126,060)	101,603
Investing activities	(41,878)	(42,442)
Financing activities	(47,784)	(88,171)
Net decrease in cash and cash equivalents	(215,722)	(29,010)
Cash and cash equivalents at end of period	$ 96,078	$ 13,398

Operating Activities

Cash flow from operations decreased $227.7 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to money pool activity. Entergy Louisiana's receivables from or (payables) to the money pool were as follows:

March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
(In Thousands)
$201,679	$18,854	($40,176)	$3,812

Money pool activity decreased Entergy Louisiana's operating cash flows by $182.8 million in the first quarter of 2003. In the first quarter of 2002, money pool activity increased Entergy Louisiana's operating cash flows by $44.0 million. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Financing Activities

The decrease of $40.4 million in net cash used by financing activities for the first quarter of 2003 compared to the first quarter of 2002 was primarily due to the net retirement of $50.5 million more of long-term debt in the first quarter of 2002 than in 2003, partially offset by an increase in common stock dividends paid of $10.1 million.

Uses and Sources of Capital

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Louisiana's uses and sources of capital. The following is an update to the Form 10-K.

As discussed in the Form 10-K, Entergy Louisiana has a 364-day credit facility in the amount of $15 million that expires on May 31, 2003. It is expected that this facility will be renewed prior to expiration.

Significant Factors and Known Trends

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of utility restructuring, state rate regulation, System Agreement proceedings, industrial and commercial customers, market and credit risks, nuclear matters, environmental risks, and litigation risks.

Critical Accounting Estimates

See "Management's Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Louisiana's accounting for nuclear decommissioning costs and pension and other retirement costs.

SFAS 143

As discussed in the Form 10-K, Entergy Louisiana implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. 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. 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.

                          ENTERGY LOUISIANA, INC.
                             INCOME STATEMENTS
             For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                             2003        2002
                                                               (In Thousands)

                   OPERATING REVENUES
Domestic electric                                           $462,361   $369,963
                                                            --------   --------
                   OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                 70,308     62,980
   Purchased power                                           151,687     79,763
   Nuclear refueling outage expenses                           2,745      3,050
   Other operation and maintenance                            74,968     78,466
Decommissioning                                                5,142      2,606
Taxes other than income taxes                                 16,724     18,433
Depreciation and amortization                                 47,832     45,462
Other regulatory charges - net                                 3,593      3,315
                                                            --------   --------
TOTAL                                                        372,999    294,075
                                                            --------   --------

OPERATING INCOME                                              89,362     75,888
                                                            --------   --------

                      OTHER INCOME
Allowance for equity funds used during construction            1,535      1,068
Interest and dividend income                                   3,142        235
Miscellaneous - net                                           (1,132)      (879)
                                                            --------   --------
TOTAL                                                          3,545        424
                                                            --------   --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                    20,707     23,441
Other interest - net                                             829      1,839
Distributions on preferred securities of subsidiary            1,575      1,575
Allowance for borrowed funds used during construction         (1,112)      (861)
                                                            --------   --------
TOTAL                                                         21,999     25,994
                                                            --------   --------

INCOME BEFORE INCOME TAXES                                    70,908     50,318

Income taxes                                                  27,101     20,824
                                                            --------   --------

NET INCOME                                                    43,807     29,494

Preferred dividend requirements and other                      1,678      1,678
                                                            --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                 $42,129    $27,816
                                                            ========   ========
See Notes to Respective Financial Statements.



                            ENTERGY LOUISIANA, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                                  2003        2002
                                                                   (In Thousands)

                  OPERATING ACTIVITIES
Net income                                                       $43,807     $29,494
Noncash items included in net income:
  Other regulatory charges - net                                   3,593       3,315
  Depreciation, amortization, and decommissioning                 52,974      48,068
  Deferred income taxes and investment tax credits                22,474       5,682
  Allowance for equity funds used during construction             (1,535)     (1,068)
Changes in working capital:
  Receivables                                                   (162,170)     10,151
  Accounts payable                                               (27,969)     14,999
  Taxes accrued                                                   20,214      26,918
  Interest accrued                                                (4,153)    (11,121)
  Deferred fuel costs                                            (77,511)    (28,606)
  Other working capital accounts                                  (8,370)      2,549
Provision for estimated losses and reserves                        2,369         755
Changes in other regulatory assets                                22,819       7,705
Other                                                            (12,602)     (7,238)
                                                                --------    --------
Net cash flow provided by (used in) operating activities        (126,060)    101,603
                                                                --------    --------

                  INVESTING ACTIVITIES
Construction expenditures                                        (39,122)    (44,156)
Allowance for equity funds used during construction                1,535       1,068
Nuclear fuel purchases                                                 -     (39,762)
Proceeds from sale/leaseback of nuclear fuel                           -      39,762
Decommissioning trust contributions and realized
    change in trust assets                                        (4,291)     (5,506)
Changes in other temporary investments - net                           -       6,152
                                                                --------    --------
Net cash flow used in investing activities                       (41,878)    (42,442)
                                                                --------    --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                           -     145,275
Retirement of long-term debt                                     (33,206)   (228,968)
Dividends paid:
  Common stock                                                   (12,900)     (2,800)
  Preferred stock                                                 (1,678)     (1,678)
                                                                --------    --------
Net cash flow used in financing activities                       (47,784)    (88,171)
                                                                --------    --------

Net decrease in cash and cash equivalents                       (215,722)    (29,010)

Cash and cash equivalents at beginning of period                 311,800      42,408
                                                                --------    --------

Cash and cash equivalents at end of period                       $96,078     $13,398
                                                                ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                           $26,489     $36,460
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                  ($4,178)    ($1,457)

See Notes to Respective Financial Statements.


                         ENTERGY LOUISIANA, INC.
                             BALANCE SHEETS
                                 ASSETS
                 March 31, 2003 and December 31, 2002
                               (Unaudited)

                                                                       2003        2002
                                                                        (In Thousands)

                      CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                  $8,543      $15,130
  Temporary cash investments - at cost,
    which approximates market                                           87,535      296,670
                                                                    ----------   ----------
        Total cash and cash equivalents                                 96,078      311,800
                                                                    ----------   ----------
Accounts receivable:
  Customer                                                              86,392       95,009
  Allowance for doubtful accounts                                       (4,145)      (4,090)
  Associated companies                                                 208,406       30,722
  Other                                                                 10,369       17,949
  Accrued unbilled revenues                                            105,208      104,470
                                                                    ----------   ----------
    Total accounts receivable                                          406,230      244,060
                                                                    ----------   ----------
Deferred fuel costs                                                     51,909            -
Accumulated deferred income taxes                                            -        4,400
Materials and supplies - at average cost                                77,781       78,327
Deferred nuclear refueling outage costs                                  7,275       10,017
Prepayments and other                                                  107,735      117,720
                                                                    ----------   ----------
TOTAL                                                                  747,008      766,324
                                                                    ----------   ----------

              OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                    14,230       14,230
Decommissioning trust funds                                            125,166      125,054
Non-utility property - at cost (less accumulated depreciation)          21,443       21,489
                                                                    ----------   ----------
TOTAL                                                                  160,839      160,773
                                                                    ----------   ----------

                      UTILITY PLANT
Electric                                                             5,683,016    5,557,776
Property under capital lease                                           249,328      241,071
Construction work in progress                                          149,749      147,122
Nuclear fuel under capital lease                                        43,075       50,893
                                                                    ----------   ----------
TOTAL UTILITY PLANT                                                  6,125,168    5,996,862
Less - accumulated depreciation and amortization                     2,609,855    2,651,336
                                                                    ----------   ----------
UTILITY PLANT - NET                                                  3,515,313    3,345,526
                                                                    ----------   ----------

             DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                      158,209      157,642
  Unamortized loss on reacquired debt                                   25,369       25,846
  Other regulatory assets                                              221,549      119,359
Long-term receivables                                                    1,511        1,511
Other                                                                   26,382       26,007
                                                                    ----------   ----------
TOTAL                                                                  433,020      330,365
                                                                    ----------   ----------

TOTAL ASSETS                                                        $4,856,180   $4,602,988
                                                                    ==========   ==========
See Notes to Respective Financial Statements.



                           ENTERGY LOUISIANA, INC.
                                BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    March 31, 2003 and December 31, 2002
                                 (Unaudited)

                                                                              2003        2002
                                                                               (In Thousands)

                      CURRENT LIABILITIES
Currently maturing long-term debt                                            $277,968    $296,366
Accounts payable:
  Associated companies                                                         33,132      54,622
  Other                                                                       112,937     119,416
Customer deposits                                                              64,383      63,255
Accumulated deferred income taxes                                              22,057           -
Interest accrued                                                               26,400      30,553
Deferred fuel costs                                                                 -      25,602
Obligations under capital leases                                               33,927      33,927
Other                                                                           6,384       8,941
                                                                           ----------  ----------
TOTAL                                                                         577,188     632,682
                                                                           ----------  ----------

             DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                         1,691,953   1,695,570
Accumulated deferred investment tax credits                                   105,218     106,539
Obligations under capital leases                                                9,148      16,966
Other regulatory liabilities                                                    5,210       6,601
Decommissioning                                                               309,871           -
Accumulated provisions                                                         76,709      74,340
Other                                                                          91,625      95,504
                                                                           ----------  ----------
TOTAL                                                                       2,289,734   1,995,520
                                                                           ----------  ----------

Long-term debt                                                                815,431     830,188
Company-obligated mandatorily redeemable
  preferred securities of subsidiary trust holding
  solely junior subordinated deferrable debentures                             70,000      70,000

                      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                                                              36,145       6,916
Less - treasury stock, at cost (18,202,573 shares in 2003 and 2002)           120,000     120,000
                                                                           ----------  ----------
TOTAL                                                                       1,103,827   1,074,598
                                                                           ----------  ----------

Commitments and Contingencies

                      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,856,180  $4,602,988
                                                                           ==========  ==========
See Notes to Respective Financial Statements.



                         ENTERGY LOUISIANA, INC.
                        SELECTED OPERATING RESULTS
            For the Three Months Ended March 31, 2003 and 2002
                               (Unaudited)

                                                      Increase/
           Description               2003      2002   (Decrease)      %
                                      (In Millions)
Electric Operating Revenues:
  Residential                       $ 151.0  $ 119.4      $ 31.6       26
  Commercial                           99.4     81.0        18.4       23
  Industrial                          164.0    129.5        34.5       27
  Governmental                          9.9      8.0         1.9       24
                                    ----------------------------
    Total retail                      424.3    337.9        86.4       26
  Sales for resale
     Associated companies              23.7      3.3        20.4      618
     Non-associated companies           3.6      3.3         0.3        9
  Other                                10.8     25.4       (14.6)     (57)
                                    ----------------------------
    Total                           $ 462.4  $ 369.9     $  92.5       25
                                    ============================
Billed Electric Energy
 Sales (GWh):
  Residential                         2,015    1,922          93        5
  Commercial                          1,257    1,222          35        3
  Industrial                          3,290    3,578        (288)      (8)
  Governmental                          130      128           2        2
                                    ----------------------------
    Total retail                      6,692    6,850        (158)      (2)
  Sales for resale
     Associated companies               296       85         211      248
     Non-associated companies            43       53         (10)     (19)
                                    ----------------------------
    Total                             7,031    6,988          43        1
                                    ============================

ENTERGY MISSISSIPPI, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Income

Operating income increased $13.2 million primarily due to:

• increased revenue of $8.6 million due to the base rate increase effective January 2003. The rate increase is discussed in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K;

• sales growth of $4.4 million due to increased electricity usage of 176 GWh in the residential and commercial sectors; and
• decreased other operation and maintenance expenses of $5.2 million primarily due to a decrease in plant maintenance costs due to outage costs at fossil plants in 2002.

Other Impacts on Earnings

Interest expense decreased earnings by $1.7 million primarily due to increased interest expense on long-term debt as a result of the net issuance of $110 million of long-term debt in 2002, partially offset by the net retirement of $80 million of long-term debt in the first quarter of 2003. Entergy Mississippi issued $75 million of 6.0% Series First Mortgage Bonds in October 2002 and $100 million of 7.25% Series First Mortgage Bonds in November 2002 and retired $65 million of 6.875% Series First Mortgage Bonds in June 2002. Entergy Mississippi issued $100 million of 5.15% Series First Mortgage Bonds in January 2003 and $100 million of 4.35% Series First Mortgage Bonds in March 2003 and retired $120 million of 7.75% Series First Mortgage Bonds, $65 million of 6.625% Series First Mortgage Bonds, $25 million of 8.25% Series First Mortgage Bonds, and $70 million of 6.25% Series First Mortgage Bonds in February 2003.

Income Taxes

The effective income tax rates for the first quarters of 2003 and 2002 were 33.8% and 32.8%, respectively.

Other Income Statement Variances

Operating revenues increased $35.7 million primarily due to the base rate increase and the increased electricity usage discussed above, as well as the following:

• increased Grand Gulf rate rider revenue of $11.4 million due to a higher rate which became effective in October 2002; and
• increased fuel cost recovery revenues of $7.7 million due to higher fuel factors resulting from increases in the market prices of natural gas and purchased power. This increase is offset by increased fuel and purchased power expenses of $9.0 million due to increases in the market prices of natural gas and purchased power.

Other regulatory charges increased $17.8 million primarily due to an over-recovery of Grand Gulf 1-related costs as a result of a higher rider implemented in October 2002.

Liquidity and Capital Resources

Cash Flow

Cash flows for the three months ended March 31, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 147,721	$ 54,048
Cash flow provided by (used in):
Operating activities	(44,616)	4,316
Investing activities	(24,200)	(19,900)
Financing activities	(60,645)	(2,542)
Net decrease in cash and cash equivalents	(129,461)	(18,126)
Cash and cash equivalents at end of period	$ 18,260	$ 35,922

Operating Activities

Cash flow from operations decreased $49.0 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to the effect of higher fuel costs. Money pool activity also decreased operating cash flow due to Entergy Mississippi being in a greater lending position in the money pool in 2003 compared to 2002.

Entergy Mississippi's receivables from the money pool were as follows:

March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
(In Thousands)
$20,038	$8,702	$10,939	$11,505

See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Cash used in investing activities increased $4.3 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to other temporary cash investments of $18.6 million made in 2001 that provided cash in 2002 when they matured. The increase was offset by decreased construction expenditures of $14.5 million due to the completion of various fossil generation projects in 2002.

Financing Activities

Net cash flow used in financing activities increased $58.1 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to the net retirement of $81.5 million of first mortgage bonds in 2003, partially offset by $25 million drawn on Entergy Mississippi's credit facility as of March 31, 2003.

In January 2003, Entergy Mississippi issued $100 million of 5.15% Series First Mortgage Bonds due February 2013. The net proceeds were used to redeem, at maturity, a portion of the $120 million 7.75% Series First Mortgage Bonds due February 2003, and to redeem, prior to maturity, the $65 million 6.625% Series First Mortgage Bonds due November 2003 and the $25 million 8.25% Series First Mortgage Bonds due July 2004.

In February 2003, Entergy Mississippi retired, at maturity, $70 million of 6.25% Series First Mortgage Bonds using a portion of the proceeds from the $75 million of 6% Series First Mortgage Bonds issued in October 2002.

In March 2003, Entergy Mississippi issued $100 million of 4.35% Series First Mortgage Bonds due April 2008. The proceeds from this issuance are being 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.

Uses and Sources of Capital

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Mississippi's uses and sources of capital. The following is an update to the Form 10-K.

Entergy Mississippi has a 364-day credit facility that expires May 31, 2003 of which $25 million was drawn at March 31, 2003. It is expected that this facility will be renewed prior to expiration.

Significant Factors and Known Trends

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of utility restructuring, System Agreement proceedings, market and credit risks, state and local regulatory risks, and litigation risks.

Critical Accounting Estimates

See "Management's Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Mississippi's accounting for pension and other retirement costs.

                         ENTERGY MISSISSIPPI, INC.
                             INCOME STATEMENTS
            For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                             2003       2002
                                                               (In Thousands)

                   OPERATING REVENUES
Domestic electric                                          $227,369   $191,690
                                                           --------   --------
                   OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                31,953     50,568
   Purchased power                                          102,948     75,336
   Other operation and maintenance                           35,712     40,900
Taxes other than income taxes                                11,147     11,733
Depreciation and amortization                                15,027     13,506
Other regulatory charges (credits) - net                        486    (17,281)
                                                           --------   --------
TOTAL                                                       197,273    174,762
                                                           --------   --------

OPERATING INCOME                                             30,096     16,928
                                                           --------   --------

                      OTHER INCOME
Allowance for equity funds used during construction             797      1,069
Interest and dividend income                                    360      1,042
Miscellaneous - net                                            (937)      (734)
                                                           --------   --------
TOTAL                                                           220      1,377
                                                           --------   --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                   11,634      9,962
Other interest - net                                            803        621
Allowance for borrowed funds used during construction          (729)      (946)
                                                           --------   --------
TOTAL                                                        11,708      9,637
                                                           --------   --------

INCOME BEFORE INCOME TAXES                                   18,608      8,668

Income taxes                                                  6,292      2,839
                                                           --------   --------

NET INCOME                                                   12,316      5,829

Preferred dividend requirements and other                       842        842
                                                           --------   --------

EARNINGS APPLICABLE TO
COMMON STOCK                                                $11,474     $4,987
                                                           ========   ========
See Notes to Respective Financial Statements.



                            ENTERGY MISSISSIPPI, INC.
                            STATEMENTS OF CASH FLOWS
             For the Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)

                                                                  2003        2002
                                                                   (In Thousands)

                  OPERATING ACTIVITIES
Net income                                                        $12,316       $5,829
Noncash items included in net income:
  Other regulatory charges (credits) - net                            486      (17,281)
  Depreciation and amortization                                    15,027       13,506
  Deferred income taxes and investment tax credits                 10,736       (3,752)
  Allowance for equity funds used during construction                (797)      (1,069)
Changes in working capital:
  Receivables                                                      (3,396)      11,193
  Fuel inventory                                                      126        1,916
  Accounts payable                                                (29,955)     (10,177)
  Taxes accrued                                                   (20,908)     (15,896)
  Interest accrued                                                 (8,519)        (822)
  Deferred fuel costs                                             (17,543)      14,548
  Other working capital accounts                                     (454)      (4,666)
Provision for estimated losses and reserves                        (1,034)        (524)
Changes in other regulatory assets                                 (1,918)     (12,599)
Other                                                               1,217       24,110
                                                                 --------     --------
Net cash flow provided by (used in) operating activities          (44,616)       4,316
                                                                 --------     --------

                  INVESTING ACTIVITIES
Construction expenditures                                         (24,997)     (39,535)
Allowance for equity funds used during construction                   797        1,069
Changes in other temporary investments - net                            -       18,566
                                                                 --------     --------
Net cash flow used in investing activities                        (24,200)     (19,900)
                                                                 --------     --------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                      198,497            -
Retirement of long-term debt                                     (280,000)           -
Changes in short-term borrowings, net                              25,000            -
Dividends paid:
  Common stock                                                     (3,300)      (1,700)
  Preferred stock                                                    (842)        (842)
                                                                 --------     --------
Net cash flow used in financing activities                        (60,645)      (2,542)
                                                                 --------     --------

Net decrease in cash and cash equivalents                        (129,461)     (18,126)

Cash and cash equivalents at beginning of period                  147,721       54,048
                                                                 --------     --------

Cash and cash equivalents at end of period                        $18,260      $35,922
                                                                 ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                            $20,409      $10,806

See Notes to Respective Financial Statements.




                          ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                                   ASSETS
                    March 31, 2003 and December 31, 2002
                                 (Unaudited)

                                                                  2003          2002
                                                                   (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $9,563      $10,782
  Temporary cash investments - at cost,
    which approximates market                                        8,697      136,939
                                                                ----------   ----------
        Total cash and cash equivalents                             18,260      147,721
                                                                ----------   ----------
Accounts receivable:
  Customer                                                          48,102       52,480
  Allowance for doubtful accounts                                   (1,689)      (1,633)
  Associated companies                                              23,150       11,978
  Other                                                              6,095        6,434
  Accrued unbilled revenues                                         26,457       29,460
                                                                ----------   ----------
    Total accounts receivable                                      102,115       98,719
                                                                ----------   ----------
Deferred fuel costs                                                 55,720       38,177
Accumulated deferred income taxes                                      371        7,822
Fuel inventory - at average cost                                     5,526        5,652
Materials and supplies - at average cost                            18,883       18,650
Prepayments and other                                               21,403       18,777
                                                                ----------   ----------
TOTAL                                                              222,278      335,518
                                                                ----------   ----------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                 5,531        5,531
Non-utility property - at cost (less accumulated depreciation)       6,562        6,594
                                                                ----------   ----------
TOTAL                                                               12,093       12,125
                                                                ----------   ----------

                    UTILITY PLANT
Electric                                                         2,096,988    2,076,828
Property under capital lease                                           165          175
Construction work in progress                                      106,105      102,783
                                                                ----------   ----------
TOTAL UTILITY PLANT                                              2,203,258    2,179,786
Less - accumulated depreciation and amortization                   781,480      768,609
                                                                ----------   ----------
UTILITY PLANT - NET                                              1,421,778    1,411,177
                                                                ----------   ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                   18,700       18,250
  Unamortized loss on reacquired debt                               12,571       12,756
  Other regulatory assets                                           25,136       23,668
Other                                                               20,853       18,878
                                                                ----------   ----------
TOTAL                                                               77,260       73,552
                                                                ----------   ----------

TOTAL ASSETS                                                    $1,733,409   $1,832,372
                                                                ==========   ==========
See Notes to Respective Financial Statements.



                         ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   March 31, 2003 and December 31, 2002
                                (Unaudited)

                                                                     2003        2002
                                                                       (In Thousands)

                  CURRENT LIABILITIES
Currently maturing long-term debt                                        $ -    $255,000
Notes payable                                                         25,000           -
Accounts payable:
  Associated companies                                                42,669      50,973
  Other                                                               17,049      38,700
Customer deposits                                                     35,176      33,264
Taxes accrued                                                              -      20,908
Interest accrued                                                      11,175      19,694
Obligations under capital leases                                          39          39
Other                                                                  2,563       2,070
                                                                  ----------  ----------
TOTAL                                                                133,671     420,648
                                                                  ----------  ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                  296,132     292,809
Accumulated deferred investment tax credits                           16,146      16,497
Obligations under capital leases                                         126         136
Accumulated provisions                                                 6,979       8,013
Other                                                                 54,599      51,670
                                                                  ----------  ----------
TOTAL                                                                373,982     369,125
                                                                  ----------  ----------

Long-term debt                                                       685,087     510,104

                  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                                                    291,021     282,847
                                                                  ----------  ----------
TOTAL                                                                540,669     532,495
                                                                  ----------  ----------

Commitments and Contingencies

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $1,733,409  $1,832,372
                                                                  ==========  ==========
See Notes to Respective Financial Statements.



                         ENTERGY MISSISSIPPI, INC.
                        SELECTED OPERATING RESULTS
           For the Three Months Ended March 31, 2003 and 2002
                                 (Unaudited)

                                                      Increase/
           Description               2003      2002   (Decrease)       %
                                      (In Millions)
Electric Operating Revenues:
  Residential                        $ 89.3   $ 73.0      $ 16.3      22
  Commercial                           75.4     64.1        11.3      18
  Industrial                           40.1     36.2         3.9      11
  Governmental                          7.7      6.4         1.3      20
                                     ---------------------------
    Total retail                      212.5    179.7        32.8      18
  Sales for resale
     Associated companies               4.9      5.2        (0.3)     (6)
     Non-associated companies           4.6      3.4         1.2      35
  Other                                 5.4      3.4         2.0      59
                                    ----------------------------
    Total                           $ 227.4  $ 191.7      $ 35.7      19
                                    ============================
Billed Electric Energy
 Sales (GWh):
  Residential                         1,253    1,126         127      11
  Commercial                          1,012      963          49       5
  Industrial                            672      672           0       0
  Governmental                           93       87           6       7
                                     ---------------------------
    Total retail                      3,030    2,848         182       6
  Sales for resale
     Associated companies                18       45         (27)    (60)
     Non-associated companies            70       47          23      49
                                     ---------------------------
    Total                             3,118    2,940         178       6
                                     ===========================

ENTERGY NEW ORLEANS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Loss

Entergy New Orleans' operating loss was slightly higher in the first quarter of 2003 compared to the first quarter of 2002. Although accruals for potential rate actions and refunds were lower by $7.2 million in the first quarter of 2003, the effect on operating loss was offset by the following:

• a decrease of $3.8 million in revenue from unbilled sales primarily due to a decrease in the volume of unbilled sales; and
• increased other operation and maintenance expenses of $1.5 million primarily due to an increase in plant maintenance expense due to higher outage costs at a fossil plant in 2003.

Income Taxes

The effective income tax rates for the first quarters of 2003 and 2002 were 34.9% and 33.8%, respectively.

Other Income Statement Variances

Operating revenues increased $38.0 million primarily due to increased fuel cost recovery revenues of $11.9 million and increased gas revenue of $22.4 million. Corresponding to the increase in fuel cost recovery revenues and gas revenue, fuel and purchased power expenses and gas purchased for resale increased $35.4 million. These increases were primarily due to an increase in the market price of natural gas and purchased power.

Liquidity and Capital Resources

Cash Flow

Cash flows for the three months ended March 31, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 66,247	$ 38,184
Cash flow provided by (used in):
Operating activities	(46,776)	(22,890)
Investing activities	(12,410)	1,965
Financing activities	(241)	(241)
Net decrease in cash and cash equivalents	(59,427)	(21,166)
Cash and cash equivalents at end of period	$ 6,820	$ 17,018

Operating Activities

The increase in net cash used in operating activities in the first quarter of 2003 compared to the first quarter of 2002 was primarily due to higher fuel costs. The increase in net cash used was offset by the payment to customers of a portion of the System Energy refund in the first quarter of 2002.

Entergy New Orleans' receivables from the money pool were as follows:

March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
(In Thousands)
$11,581	$3,500	$4,192	$9,208

Money pool activity decreased Entergy New Orleans' operating cash flows by $8.1 million in the first quarter of 2003. In the first quarter of 2002, money pool activity increased Entergy New Orleans' operating cash flows by $5.0 million. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

The increase in net cash used in investing activities for the first quarter of 2003 compared to the first quarter of 2002 was primarily due to the maturity of $14.9 million of other temporary investments in the first quarter of 2002.

Uses and Sources of Capital

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of New Orleans' uses and sources of capital.

Significant Factors and Known Trends

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of System Agreement proceedings, market and credit risks, state and local regulatory risks, environmental risks, and litigation risks.

Critical Accounting Estimates

See "Management's Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy New Orleans' accounting for pension and other retirement costs.

                         ENTERGY NEW ORLEANS, INC.
                         STATEMENTS OF OPERATIONS
             For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                            2003         2002
                                                              (In Thousands)

                   OPERATING REVENUES
Domestic electric                                           $88,785     $73,223
Natural gas                                                  52,122      29,724
                                                           --------    --------
TOTAL                                                       140,907     102,947
                                                           --------    --------

                   OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                53,494      28,657
   Purchased power                                           46,119      35,509
   Other operation and maintenance                           23,448      21,912
Taxes other than income taxes                                10,350       9,292
Depreciation and amortization                                 7,465       6,843
Other regulatory charges - net                                1,918       2,409
                                                           --------    --------
TOTAL                                                       142,794     104,622
                                                           --------    --------

OPERATING LOSS                                               (1,887)     (1,675)
                                                           --------    --------

                      OTHER INCOME
Allowance for equity funds used during construction             248         430
Interest and dividend income                                    311         274
Miscellaneous - net                                            (448)       (460)
                                                           --------    --------
TOTAL                                                           111         244
                                                           --------    --------

               INTEREST AND OTHER CHARGES
Interest on long-term debt                                    4,467       4,468
Other interest - net                                            658         451
Allowance for borrowed funds used during construction          (255)       (394)
                                                           --------    --------
TOTAL                                                         4,870       4,525
                                                           --------    --------

LOSS BEFORE INCOME TAXES                                     (6,646)     (5,956)

Income taxes                                                 (2,319)     (2,016)
                                                           --------    --------

NET LOSS                                                     (4,327)     (3,940)

Preferred dividend requirements and other                       241         241
                                                           --------    --------

LOSS APPLICABLE TO
COMMON STOCK                                                ($4,568)    ($4,181)
                                                           ========    ========
See Notes to Respective Financial Statements.

(Page left blank intentionally)

                           ENTERGY NEW ORLEANS, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 2003 and 2002
                                  (Unaudited)

                                                                  2003         2002
                                                                   (In Thousands)

                  OPERATING ACTIVITIES
Net loss                                                           ($4,327)    ($3,940)
Noncash items included in net loss:
  Other regulatory charges - net                                     1,918       2,409
  Depreciation and amortization                                      7,465       6,843
  Deferred income taxes and investment tax credits                   2,537      (1,829)
  Allowance for equity funds used during construction                 (248)       (430)
Changes in working capital:
  Receivables                                                      (29,384)      9,545
  Fuel inventory                                                     3,259       3,020
  Accounts payable                                                  (7,358)      1,060
  Taxes accrued                                                     (1,999)          -
  Interest accrued                                                  (4,040)     (4,518)
  Deferred fuel costs                                                 (467)     (5,617)
  Other working capital accounts                                    (8,308)    (35,351)
Provision for estimated losses and reserves                         (2,233)         63
Changes in other regulatory assets                                       -          12
Other                                                               (3,591)      5,843
                                                                  --------    --------
Net cash flow used in operating activities                         (46,776)    (22,890)
                                                                  --------    --------

                  INVESTING ACTIVITIES
Construction expenditures                                          (12,658)    (13,324)
Allowance for equity funds used during construction                    248         430
Changes in other temporary investments - net                             -      14,859
                                                                  --------    --------
Net cash flow provided by (used in) investing activities           (12,410)      1,965
                                                                  --------    --------

                  FINANCING ACTIVITIES
Dividends paid:
  Preferred stock                                                     (241)       (241)
                                                                  --------    --------
Net cash flow used in financing activities                            (241)       (241)
                                                                  --------    --------

Net decrease in cash and cash equivalents                          (59,427)    (21,166)

Cash and cash equivalents at beginning of period                    66,247      38,184
                                                                  --------    --------

Cash and cash equivalents at end of period                          $6,820     $17,018
                                                                  ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                              $9,018      $9,306

See Notes to Respective Financial Statements.




                        ENTERGY NEW ORLEANS, INC.
                              BALANCE SHEETS
                                  ASSETS
                   March 31, 2003 and December 31, 2002
                                (Unaudited)

                                                                 2003         2002
                                                                  (In Thousands)

                   CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                            $1,794      $11,175
  Temporary cash investments - at cost,
    which approximates market                                      5,026       55,072
                                                                --------     --------
        Total cash and cash equivalents                            6,820       66,247
                                                                --------     --------
Accounts receivable:
  Customer                                                        51,470       24,901
  Allowance for doubtful accounts                                 (4,907)      (4,774)
  Associated companies                                            12,902        4,901
  Other                                                            9,396       10,133
  Accrued unbilled revenues                                       16,641       20,957
                                                                --------     --------
    Total accounts receivable                                     85,502       56,118
                                                                --------     --------
Accumulated deferred income taxes                                    288        1,230
Fuel inventory - at average cost                                      25        3,284
Materials and supplies - at average cost                           7,903        7,785
Prepayments and other                                             12,497        4,689
                                                                --------     --------
TOTAL                                                            113,035      139,353
                                                                --------     --------

           OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                               3,259        3,259
                                                                --------     --------

                   UTILITY PLANT
Electric                                                         642,725      627,249
Natural gas                                                      150,997      149,102
Construction work in progress                                     42,974       48,345
                                                                --------     --------
TOTAL UTILITY PLANT                                              836,696      824,696
Less - accumulated depreciation and amortization                 409,684      403,379
                                                                --------     --------
UTILITY PLANT - NET                                              427,012      421,317
                                                                --------     --------

          DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                                502          556
  Other regulatory assets                                         13,904       13,904
Other                                                              5,434        4,855
                                                                --------     --------
TOTAL                                                             19,840       19,315
                                                                --------     --------

TOTAL ASSETS                                                    $563,146     $583,244
                                                                ========     ========
See Notes to Respective Financial Statements.



                         ENTERGY NEW ORLEANS, INC.
                             BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   March 31, 2003 and December 31, 2002
                              (Unaudited)

                                                                         2003        2002
                                                                          (In Thousands)

                    CURRENT LIABILITIES
Currently maturing long-term debt                                        $30,000         $ -
Accounts payable:
  Associated companies                                                    23,344      23,228
  Other                                                                   29,207      36,681
Customer deposits                                                         17,754      17,634
Taxes accrued                                                                  -       1,999
Interest accrued                                                           2,448       6,488
Deferred fuel costs                                                       14,415      14,882
Other                                                                      9,200       9,702
                                                                        --------    --------
TOTAL                                                                    126,368     110,614
                                                                        --------    --------

          DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                       21,967      22,245
Accumulated deferred investment tax credits                                4,780       4,893
SFAS 109 regulatory liability - net                                       32,759      31,318
Other regulatory liabilities                                                   -       1,311
Accumulated provisions                                                       221       2,454
Other                                                                     33,965      32,776
                                                                        --------    --------
TOTAL                                                                     93,692      94,997
                                                                        --------    --------

Long-term debt                                                           199,212     229,191

                   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                                                         54,056      58,624
                                                                        --------    --------
TOTAL                                                                    143,874     148,442
                                                                        --------    --------

Commitments and Contingencies

                 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $563,146    $583,244
                                                                        ========    ========
See Notes to Respective Financial Statements.



                        ENTERGY NEW ORLEANS, INC.
                        SELECTED OPERATING RESULTS
          For the Three Months Ended March 31, 2003 and 2002
                               (Unaudited)


                                                               Increase/
               Description                  2003      2002     (Decrease)       %
                                             (In Millions)
Electric Operating Revenues:
  Residential                                $ 32.0    $ 27.2      $ 4.8      18
  Commercial                                   35.0      30.8        4.2      14
  Industrial                                    6.0       4.6        1.4      29
  Governmental                                 14.3      12.5        1.8      14
                                             ---------------------------
    Total retail                               87.3      75.1       12.2      16
  Sales for resale
     Associated companies                       1.7       0.3        1.4     453
     Non-associated companies                   0.5       0.5          -       0
  Other                                        (0.7)     (2.7)       2.0     (74)
                                             ---------------------------
    Total                                    $ 88.8    $ 73.2     $ 15.6      21
                                             ===========================
Billed Electric Energy
 Sales (GWh):
  Residential                                   414       403         11       3
  Commercial                                    500       505         (5)     (1)
  Industrial                                     93        89          4       4
  Governmental                                  225       230         (5)     (2)
                                             ---------------------------
    Total retail                              1,232     1,227          5       0
  Sales for resale
     Associated companies                        22        16          6      38
     Non-associated companies                     8        10         (2)    (20)
                                             ---------------------------
    Total                                     1,262     1,253          9       1
                                             ===========================

SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net income decreased $3.0 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to increased other operation and maintenance expenses due to lower nuclear insurance refunds than in prior year combined with an increase in the effective income tax rate. The effective income tax rates for the first quarters of 2003 and 2002 were 43.7% and 40.5%, respectively. The differences in the effective income tax rates in 2003 and 2002 versus the federal statutory rate of 35.0% are primarily due to book and tax timing differences related to depreciation.

Liquidity and Capital Resources

Cash Flow

Cash flows for the three months ended March 31, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 113,159	$ 49,579
Cash flow provided by (used in):
Operating activities	122,867	63,376
Investing activities	(201,044)	14,568
Financing activities	(34,875)	(54,491)
Net increase (decrease) in cash and cash equivalents	(113,052)	23,453
Cash and cash equivalents at end of period	$ 107	$ 73,032

Operating Activities

Cash flow from operations increased $59.5 million in the first quarter of 2003 compared to the first quarter of 2002 primarily due to money pool activity. System Energy's receivables from or (payables) to the money pool were as follows:

March 31, 2003	December 31, 2002	March 31, 2002	December 31, 2001
(In Thousands)
($54,344)	$7,046	$29,686	$13,853

Money pool activity increased System Energy's operating cash flows by $61.4 million in the first quarter of 2003. System Energy's cash balance is currently very low as a result of providing the cash collateral discussed below in "investing activities," and it also borrowed money from the money pool in the first quarter 2003 as a result.  Going forward, management expects System Energy to meet its working capital needs with operating cash flow, and it also has sufficient additional borrowing capacity from the money pool for its foreseeable working capital needs, if necessary. System Energy has historically generated positive cash flow from operations and management expects System Energy's balance payable to the money pool to decline over the remainder of 2003. In the first quarter of 2002, money pool activity decreased System Energy's operating cash flows by $15.8 million. See Note 4 to the domestic utility companies and System Energy financial statements in the Form 10-K for a description of the money pool.

Investing Activities

Investing activities used cash in the first quarter of 2003 compared to providing a small amount of cash in the first quarter of 2002 primarily due to cash collateral of $193 million provided in March 2003. 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 with new three-year letters of credit totaling approximately $198 million that are backed by cash collateral.

Financing Activities

The decrease of $19.6 million in net cash used by financing activities for the first quarter of 2003 compared to the first quarter of 2002 was primarily due to a decrease of $19.5 million in the January principal payment made on the Grand Gulf 1 sale-leaseback.

Uses and Sources of Capital

See "Management's Discussion and Analysis - Liquidity and Capital Resources" in the Form 10-K for a discussion of System Energy's uses and sources of capital.

Significant Factors and Known Trends

See "Management's Discussion and Analysis - Significant Factors and Known Trends" in the Form 10-K for a discussion of market and credit risks, nuclear matters, litigation risks, and environmental risks.

Critical Accounting Estimates

See "Management's Discussion and Analysis - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in System Energy's accounting for nuclear decommissioning costs and pension and other retirement costs.

SFAS 143

As discussed in the Form 10-K, System Energy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. 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. 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.

                        SYSTEM ENERGY RESOURCES, INC.
                             INCOME STATEMENTS
             For the Three Months Ended March 31, 2003 and 2002
                                (Unaudited)

                                                           2003         2002
                                                             (In Thousands)

                 OPERATING REVENUES
Domestic electric                                         $141,985     $142,330
                                                          --------     --------
                 OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               10,178        9,604
   Nuclear refueling outage expenses                         2,992        2,620
   Other operation and maintenance                          20,746       19,213
Decommissioning                                              5,450        4,014
Taxes other than income taxes                                5,974        6,716
Depreciation and amortization                               26,588       27,297
Other regulatory charges - net                              14,318       12,926
                                                          --------     --------
TOTAL                                                       86,246       82,390
                                                          --------     --------

OPERATING INCOME                                            55,739       59,940
                                                          --------     --------

                    OTHER INCOME
Allowance for equity funds used during construction            269          550
Interest and dividend income                                 1,926          480
Miscellaneous - net                                           (574)        (361)
                                                          --------     --------
TOTAL                                                        1,621          669
                                                          --------     --------

             INTEREST AND OTHER CHARGES
Interest on long-term debt                                  14,701       15,107
Other interest - net                                           573          785
Allowance for borrowed funds used during construction          (95)        (232)
                                                          --------     --------
TOTAL                                                       15,179       15,660
                                                          --------     --------

INCOME BEFORE INCOME TAXES                                  42,181       44,949

Income taxes                                                18,446       18,222
                                                          --------     --------

NET INCOME                                                 $23,735      $26,727
                                                          ========     ========

See Notes to Respective Financial Statements.

(Page left blank intentionally)

                         SYSTEM ENERGY RESOURCES, INC.
                           STATEMENTS OF CASH FLOWS
              For the Three Months Ended March 31, 2003 and 2002
                                 (Unaudited)

                                                                   2003        2002
                                                                    (In Thousands)

                  OPERATING ACTIVITIES
Net income                                                         $23,735     $26,727
Noncash items included in net income:
  Other regulatory charges - net                                    14,318      12,926
  Depreciation, amortization, and decommissioning                   32,038      31,311
  Deferred income taxes and investment tax credits                  (7,946)    (12,124)
  Allowance for equity funds used during construction                 (269)       (550)
Changes in working capital:
  Receivables                                                       21,795      (3,000)
  Accounts payable                                                  47,190      (1,192)
  Taxes accrued                                                     11,235      14,918
  Interest accrued                                                 (25,951)    (28,374)
  Other working capital accounts                                    (1,940)     (1,338)
Provision for estimated losses and reserves                           (298)       (273)
Changes in other regulatory assets                                   9,045       8,646
Other                                                                  (85)     15,699
                                                                  --------    --------
Net cash flow provided by operating activities                     122,867      63,376
                                                                  --------    --------

                  INVESTING ACTIVITIES
Construction expenditures                                           (2,697)     (7,551)
Allowance for equity funds used during construction                    269         550
Decommissioning trust contributions and realized
    change in trust assets                                          (5,669)       (785)
Changes in other temporary investments - net                             -      22,354
Increase in other investments                                     (192,947)          -
                                                                  --------    --------
Net cash flow provided by (used in) investing activities          (201,044)     14,568
                                                                  --------    --------

                  FINANCING ACTIVITIES
Retirement of long-term debt                                       (11,375)    (30,891)
Dividends paid:
  Common stock                                                     (23,500)    (23,600)
                                                                  --------    --------
Net cash flow used in financing activities                         (34,875)    (54,491)
                                                                  --------    --------

Net increase (decrease) in cash and cash equivalents              (113,052)     23,453

Cash and cash equivalents at beginning of period                   113,159      49,579
                                                                  --------    --------

Cash and cash equivalents at end of period                            $107     $73,032
                                                                  ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                             $40,283     $43,211
 Noncash investing and financing activities:
  Change in unrealized depreciation of
   decommissioning trust assets                                    ($5,599)    ($2,428)

See Notes to Respective Financial Statements.



                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                                   ASSETS
                    March 31, 2003 and December 31, 2002
                                 (Unaudited)

                                                                 2003        2002
                                                                   (In Thousands)

                   CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $107      $2,282
  Temporary cash investments - at cost,
    which approximates market                                          -     110,877
                                                              ----------  ----------
        Total cash and cash equivalents                              107     113,159
                                                              ----------  ----------
Accounts receivable:
  Associated companies                                            43,084      64,852
  Other                                                            1,350       1,377
                                                              ----------  ----------
    Total accounts receivable                                     44,434      66,229
                                                              ----------  ----------
Materials and supplies - at average cost                          52,748      51,492
Deferred nuclear refueling outage costs                           12,755      15,666
Prepayments and other                                              4,551       1,319
                                                              ----------  ----------
TOTAL                                                            114,595     247,865
                                                              ----------  ----------

           OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                      139,055     138,985
Other cash investments                                           192,947           -
                                                              ----------  ----------
TOTAL                                                            332,002     138,985
                                                              ----------  ----------

                   UTILITY PLANT
Electric                                                       3,204,949   3,131,945
Property under capital lease                                     465,659     455,229
Construction work in progress                                     29,152      28,128
Nuclear fuel under capital lease                                  71,731      78,991
                                                              ----------  ----------
TOTAL UTILITY PLANT                                            3,771,491   3,694,293
Less - accumulated depreciation and amortization               1,578,494   1,514,921
                                                              ----------  ----------
UTILITY PLANT - NET                                            2,192,997   2,179,372
                                                              ----------  ----------

          DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                124,876     134,895
  Unamortized loss on reacquired debt                             44,243      45,026
  Other regulatory assets                                        237,030     144,076
Other                                                             11,916      11,191
                                                              ----------  ----------
TOTAL                                                            418,065     335,188
                                                              ----------  ----------

TOTAL ASSETS                                                  $3,057,659  $2,901,410
                                                              ==========  ==========
See Notes to Respective Financial Statements.



                        SYSTEM ENERGY RESOURCES, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDER'S EQUITY
                    March 31, 2003 and December 31, 2002
                                (Unaudited)

                                                                 2003          2002
                                                                  (In Thousands)

                CURRENT LIABILITIES
Currently maturing long-term debt                                 $6,348       $11,375
Accounts payable:
  Associated companies                                            56,536         4,851
  Other                                                           22,141        26,636
Taxes accrued                                                     79,635        68,400
Accumulated deferred income taxes                                  6,488         5,322
Interest accrued                                                  16,576        42,527
Obligations under capital leases                                  24,954        24,954
Other                                                              1,565         1,928
                                                              ----------    ----------
TOTAL                                                            214,243       185,993
                                                              ----------    ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued              425,740       439,540
Accumulated deferred investment tax credits                       81,695        82,564
Obligations under capital leases                                  46,777        54,036
Other regulatory liabilities                                     187,448       172,111
Decommissioning                                                  296,109       153,473
Accumulated provisions                                               570           868
Other                                                             30,272        31,927
                                                              ----------    ----------
TOTAL                                                          1,068,611       934,519
                                                              ----------    ----------

Long-term debt                                                   882,337       888,665

                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                                                103,118       102,883
                                                              ----------    ----------
TOTAL                                                            892,468       892,233
                                                              ----------    ----------

Commitments and Contingencies

          TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY          $3,057,659    $2,901,410
                                                              ==========    ==========
See Notes to Respective Financial Statements.

ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY

NOTES TO RESPECTIVE FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. COMMITMENTS AND CONTINGENCIES

Nuclear Insurance and Spent Nuclear Fuel (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on nuclear liability, property and replacement power insurance, related NRC regulations, the disposal of spent nuclear fuel, and other high-level radioactive waste associated with Entergy Arkansas', Entergy Gulf States', Entergy Louisiana's, and System Energy's nuclear power plants.

The domestic utility companies' and System Energy's nuclear owner/licensees are members of certain insurance programs, underwritten by Nuclear Electric Insurance Limited (NEIL), that provide coverage for property damage, including decontamination and premature decommissioning expense, to members' nuclear generating plants. As of April 1, 2003, the domestic utility companies and System Energy were insured against such losses up to $1.6 billion for each of their nuclear units. In addition, certain of the domestic utility companies' and System Energy's nuclear owner/licensees are members of the NEIL insurance program that covers certain replacement power and business interruption costs incurred due to prolonged nuclear unit outages. Under the property damage and replacement power/business interruption insurance programs, the nuclear owner/licensees could be subject to assessments if losses exceed the accumulated funds available to the insurers. As of April 1, 2003, the maximum amounts of s uch possible assessments were: Entergy Arkansas - $15.0 million; Entergy Gulf States - $12.0 million; Entergy Louisiana - $14.7 million; Entergy Mississippi - $0.1 million; Entergy New Orleans - $0.1 million; and System Energy - $12.2 million.

Nuclear Decommissioning Costs (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on nuclear decommissioning costs. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and System Energy implemented SFAS 143, "Accounting for Asset Retirement Obligations," effective January 1, 2003. The implementation of this new accounting standard resulted in a remeasurement of these companies' decommissioning liabilities. Additionally, future decommissioning expense under this new standard will represent the accretion of this liability at the applicable discount rate, and will no longer be equal to the amounts collected in rates for decommissioning for the rate-regulated portion of the domestic utility companies and System Energy's nuclear plants, as was the case before the implementation of SFAS 143. The net difference between collections in rates, earnings on the trust funds, and the accretion expense under SFAS 143 will be recorded as a regulatory charge or credit, except for the non-rate regulated portion of River Bend. The table below summarizes the activity in the decommissioning liabilities during the first quarter of 2003:

Environmental Issues

(Entergy Gulf States)

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information related to the designation of Entergy Gulf States as a PRP for the cleanup of certain hazardous waste disposal sites. As of March 31, 2003, a remaining recorded liability of approximately $11.8 million existed related to the cleanup of the remaining sites at which the EPA has designated Entergy Gulf States as a PRP.

(Entergy Louisiana and Entergy New Orleans)

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 have chosen to upgrade or close them. Recorded liabilities in the amounts of $5.7 million for Entergy Louisiana and $0.5 million for Entergy New Orleans existed at March 31, 2003 for wastewater upgrades and closures. Completion of this work is awaiting LDEQ approval.

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 of New Orleans to purchase Entergy New Orleans' electric and gas utility properties.

Street Lighting Lawsuit (Entergy New Orleans)

See Note 9 to the domestic utility companies and System Energy financial statements in the Form 10-K for information on the lawsuit filed by the City of New Orleans against Entergy New Orleans relating to street lighting maintenance services.

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

Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans 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, sex, or other protected characteristics. The defendant companies are vigorously defending these suits and deny any liability to the plaintiffs.

Asbestos and Hazardous Material Litigation (Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans)

Numerous lawsuits have been filed in federal and state courts in Texas and Louisiana primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, and Entergy New Orleans, 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 320 lawsuits involving just over 7000 claims. Two lawsuits have been filed in Mississippi listing over 1,000 plaintiffs that name many defendants, including entities named as Entergy Power, Inc. and Entergy Power & Light, both of which are alleged to be successors in interest to Mississippi Power and Light. During 2002, 30 cases were resolved ending over 300 claims for just over $1,000,000. Reserves have been established that are expected to 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 domestic utility companies and System Energy's financial position or results of operation.

NOTE 2. RATE AND REGULATORY MATTERS

Electric Industry Restructuring and the Continued Application of SFAS 71

Previous developments and information related to electric industry restructuring are presented in Note 2 to the financial statements in the Form 10-K.

Texas (Entergy Gulf States)

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of the status of retail open access in Entergy Gulf States' Texas service territory, and the proposal that Entergy Gulf States filed for an interim solution (retail open access without a FERC-approved RTO). The PUCT considered the proposal at a March 21, 2003 hearing, and issued an order on April 28, 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols (a hearing on which was conducted before the PUCT on May 1, 2003); initiating a proceeding to certify an independent organization; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding.

Deferred Fuel Costs

(Entergy Gulf States)

In February 2003 Entergy Gulf States implemented a $54.0 million fuel surcharge to collect under-recovered fuel costs from March through August 2002. The surcharge will be collected through December 2003.

Retail Rate Proceedings

Filings with the APSC (Entergy Arkansas)

Decommissioning Cost Recovery

As discussed in Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K, the APSC ordered Entergy Arkansas to cease collection of funds to decommission ANO 1 and 2 effective with the calendar year 2001, and approved the continued cessation of collection of funds during 2003. 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. The new estimate is currently under review by the APSC and if approved will be used in the next annual determination of the nuclear decommissioning rate rider.

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

Recovery of River Bend Costs

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of the March 1998 PUCT disallowance of recovery of $1.4 billion of company-wide abeyed River Bend plant costs, which have been held in abeyance since 1988, and subsequent proceedings.

Filings with the LPSC

Annual Earnings Reviews (Entergy Corporation and Entergy Gulf States)

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of Entergy Gulf States' ninth and last required post-merger analysis filed with the LPSC in May 2002. In April 2003 the LPSC staff filed testimony in which it recommends that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. Hearings are scheduled for October 2003.

Formula Rate Plan Filings (Entergy Corporation and Entergy Louisiana)

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of proceedings in Entergy Louisiana's second annual performance-based formula rate plan filing made with the LPSC for the 1996 test year. The case was argued before the U.S. Supreme Court during the last week of April 2003 and a decision is pending.

Filings with the City Council (Entergy New Orleans)

Rate Proceedings

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of Entergy New Orleans' cost of service study and revenue requirement filed in May 2002 with the City Council for the 2001 test year, and the agreement in principle presented to the City Council in March 2003. The City Council Utility Cable and Telecommunications Committee voted unanimously to recommend approval of the agreement in principle at a meeting held on May 8, 2003.  The City Council is expected to decide whether to approve the agreement in principle on May 15, 2003.

Natural Gas

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of a resolution adopted in August 2001 by the City Council that ordered Entergy New Orleans to account for $36 million of certain natural gas costs charged to its gas distribution customers from July 1997 through May 2001. The presentation made to the City Council in March 2003 regarding the agreement in principle that would resolve Entergy New Orleans' rate proceeding also included proposed terms for resolution of this proceeding, if approved by the City Council. As discussed in "Rate Proceedings" above, the City Council is expected to decide whether to approve the agreement in principle on May 15, 2003.

Fuel Adjustment Clause Litigation

See "Fuel Adjustment Clause Litigation" in Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of the complaint filed by a group of ratepayers in state court in Orleans Parish and with the City Council regarding certain costs passed on to ratepayers in Entergy New Orleans' fuel adjustment filings with the City Council.

Purchased Power for Summer 2003 (Entergy Gulf States and Entergy Louisiana)

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of proceedings related to power purchases for the summers of 2000, 2001, and 2002. In March 2003, Entergy Louisiana and Entergy Gulf States filed an application with the LPSC for the approval of capacity and energy purchases for the summer of 2003 similar to the applications filed for previous summers. A procedural schedule has not yet been set for that proceeding.

NOTE 3. LONG-TERM DEBT

(Entergy Arkansas)

In March 2003, Entergy Arkansas retired, at maturity, $100 million of 7.72% Series First Mortgage Bonds using the proceeds from the $100 million of 6% Series First Mortgage Bonds issued in November 2002.

In May 2003 Entergy Arkansas issued $150 million of first mortgage bonds with a maturity of 15 years and expects to use the proceeds for general corporate purposes, including repayment of short-term indebtedness and redemption or repayment at maturity of $155 million of first mortgage bonds maturing in October 2003.

(Entergy Gulf States)

In March 2003, Entergy Gulf States retired, at maturity, $33 million of 6.75% Series First Mortgage Bonds and redeemed, prior to maturity, $260 million Floating Rate Series First Mortgage Bonds due June 2003. Proceeds from the $200 million of 5.2% Series First Mortgage Bonds issued in November 2002 and $140 million of 6% Series First Mortgage Bonds issued in November 2002 were used for these redemptions.

(Entergy Mississippi)

In January 2003, Entergy Mississippi issued $100 million of 5.15% Series First Mortgage Bonds due February 2013. The net proceeds were used to redeem, at maturity, a portion of the $120 million 7.75% Series First Mortgage Bonds due February 2003, and to redeem, prior to maturity, the $65 million 6.625% Series First Mortgage Bonds due November 2003 and the $25 million 8.25% Series First Mortgage Bonds due July 2004.

In February 2003, Entergy Mississippi retired, at maturity, $70 million of 6.25% Series First Mortgage Bonds using a portion of the proceeds from the $75 million of 6% Series First Mortgage Bonds issued in October 2002.

In March 2003, Entergy Mississippi issued $100 million of 4.35% Series First Mortgage Bonds due April 2008. The proceeds from this issuance are being 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.

NOTE 4. NEW ACCOUNTING PRONOUNCEMENTS (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, and 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 are likely to be 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 impac t 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 neutral to the rate-regulated business of the domestic utility companies and System Energy. Assets and liabilities increased approximately $1.2 billion for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.2 billion as determined under SFAS 143, increasing utility plant by $332 million, reducing accumulated depreciation by $363 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. If SFAS 143 had been applied by Entergy's regulated utilities during all prior periods, the following impacts would have resulted:

__________________________________

In the opinion of the management of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. However, the business of the domestic utility companies and System Energy is subject to seasonal fluctuations with the peak periods occurring during the third quarter. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.

Item 4. Controls and Procedures

Within the 90-day period prior to the filing of this report, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy Resources (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 spe cified in Securities and Exchange Commission rules and forms. Subsequent to the date of the evaluations, there were no significant changes in the Registrants' internal controls or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

ENTERGY CORPORATION AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See "PART I, Item 1, for both "Entergy Corporation, Domestic utility companies, and System Energy" and "Entergy Corporation"), Litigation" in the Form 10-K for a discussion of legal proceedings affecting Entergy.

Item 5. Other Information

Regulatory Investigations Relating to Trading Business

In March 2003 the FERC Staff issued its Final Report on Price Manipulation in Western Markets that identified and raised questions about 61 pairs of gas trades completed by Entergy-Koch Trading. Based on information currently available, these 61 pairs of trades represent less than one-half of one percent of Entergy-Koch Trading's volume and less than one tenth of one percent of Entergy-Koch Trading's revenues for the period under review by FERC had Entergy-Koch recorded revenues for the year ended 2001 on a gross basis. Entergy-Koch adopted the net method of reporting for trading revenues in December 2001.

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 launch of Entergy-Koch on February 1, 2001). In April 2003, Entergy received an informal inquiry from the SEC requesting information related to "pre-arranged 'round trip' or 'wash' trades" by Entergy, Entergy-Koch or Entergy-Koch Trading in 2001 and 2002.

Entergy intends to cooperate fully with the SEC and the CFTC and both Entergy and Entergy-Koch Trading are continuing to conduct internal reviews of these matters. Because these reviews are ongoing and the data are voluminous, Entergy cannot predict when these reviews will be completed. However, Entergy management does not expect to find anything material to Entergy as a result of these reviews.

Generation

See "PART I, Item 1, Generating Stations" in the Form 10-K for discussion of the request for proposal for supply-side resources issued by Entergy Services in November 2002, and the filings with their respective regulators made by Entergy Louisiana, Entergy New Orleans, and Entergy Arkansas as a result of the proposal process. In the filings with their regulators, Entergy Louisiana, Entergy New Orleans, and Entergy Arkansas are seeking approval to enter into transactions with affiliates. Entergy Louisiana seeks approval to: 1)purchase a 156MW capacity purchase call option from RS Cogen for June 2003 through May 2006; 2)enter a life-of-unit purchase power agreement for approximately 51MW of output from Entergy Power's share of Independence; 3)enter a purchase power agreement with Entergy Gulf States for two-third of the output of the 30% of River Bend formerly owned by Cajun; and 4)enter a life-of-resources purchased power agreement with Entergy Arkansas for approximately 110MW 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. Entergy New Orleans seeks approval to: 1)purchase a 50MW capacity purchase call option from RS Cogen for June 2003 through May 2006; 2)enter a life-of-unit purchase power agreement for approximately 50MW of output from Entergy Power's share of Independence; 3)enter a purchase power agreement with Entergy Gulf States for one-third of the output of the 30% of River Bend formerly owned by Cajun; and 4)enter a life-of-resources purchased power agreement with Entergy Arkansas for approximately 110MW 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. Entergy Arkansas seeks approval to enter into the life-of-resources purchased power agreements discussed above.

Regarding Entergy Louisiana's filing, the LPSC adopted a procedural schedule that would permit a decision by the end of May 2003 on the resources other than the proposed purchases from Entergy Arkansas and Entergy Gulf States, although at least one party is seeking a delay in that schedule. A procedural schedule for review and approval of the purchases from Entergy Arkansas and Entergy Gulf States has not been established. Regarding Entergy New Orleans' filing and the agreement in principle presented to the City Council, the City Council Utility Cable and Telecommunications Committee voted unanimously to recommend approval of the agreement in principle at a meeting held on May 8, 2003.  The City Council is expected to decide whether to approve the agreement in principle on May 15, 2003. Regarding Entergy Arkansas' filing with the APSC, a procedural schedule has been adopted and a public hearing is scheduled for May 13, 2003.

Entergy has also filed with the FERC the agreements described above. On May 2, 2003, the FERC issued a deficiency letter requesting additional information concerning the solicitation process and the factors used to evaluate bids submitted during the solicitation process. Entergy is in the process of responding to the requests contained in the FERC's letter.

On May 2, 2003, Entergy Services signed a letter of intent to purchase a 725MW plant located near Monroe, Louisiana. The plant is owned by a subsidiary of Cleco Corporation, which submitted a bid in response to Entergy's request for proposals for supply-side resources. Purchase of the plant is subject to regulatory approvals and is not expected to occur before the end of 2003.

Transmission

See "PART I, Item 1, Transmission" in the Form 10-K for discussion of the proposed SeTrans RTO. At this time, management does not expect the proposed SeTrans RTO to become operational before mid-2005.

FERC Notice of Proposed Rulemaking - Standard Market Design

See "PART I, Item 1, FERC Notice of Proposed Rulemaking - Standard Market Design" in the Form 10-K for discussion of FERC's proposed rulemaking to establish a standardized transmission service and wholesale electric market design. In a letter responding to the letters from the retail regulators, the FERC indicated its desire to continue to work with the retail regulators to craft a rule that will address their concerns while at the same time providing the benefits of a fully competitive wholesale market. To further this effort, the FERC has requested a series of meetings with regulators in the Southeast United States to provide a more organized process for working through these issues. Also, on April 28, 2003, the FERC issued its anticipated white paper on SMD issues that was mentioned in the Form 10-K. Entergy continues to study the white paper, but believes that it represents a positive response by the FERC to the concerns raised by members of the industry as well as the retail regulators. While there are still some areas that require clarification, Entergy believes that this clarification can occur as the proposed SeTrans process moves forward.

Generator Operating Limits proceeding

See "PART I, Item 1, Generator Operating Limits proceeding" in the Form 10-K for discussion of Entergy's proposed Generator Operating Limit procedures filed with FERC. Certain intervenors in the proceeding have requested both a stay and a rehearing of FERC's March 13, 2003 order.

System Agreement

See "PART I, Item 1, System Agreement" in the Form 10-K for discussion of the proceeding commenced at FERC by the LPSC and the City Council regarding production cost equalization under the System Agreement. On April 4, 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.

Regarding the agreement in principle presented by Entergy New Orleans to the City Council on March 13, 2003, the City Council Utility Cable and Telecommunications Committee voted unanimously to recommend approval of the agreement in principle at a meeting held on May 8, 2003.  The City Council is expected to decide whether to approve the agreement in principle on May 15, 2003.

Environmental Regulation

(Entergy Arkansas)

See "PART I, Item 1, Environmental Regulation" in the Form 10-K for information related to the designation of Entergy Arkansas as a PRP for the cleanup of certain hazardous waste disposal sites. Regarding the site near Rison, Arkansas, on April 3, 2003, the Arkansas Supreme Court affirmed the trial court's decision to dismiss the proceeding pending against Entergy Arkansas and other defendants seeking declaratory and injunctive relief holding the defendants liable for having dispensed hazardous substances at the site and requiring remediation.

Regarding the Industrial Pollution Control Site located in Jackson, Mississippi, Entergy Arkansas advised the EPA that virtually all of the materials sent by Entergy Arkansas or its contractors to this site are exempt from the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA). On March 24, 2003, the EPA notified Entergy Arkansas that it agreed and was removing Entergy Arkansas from the list of PRPs whom it will pursue.

(Entergy Gulf States)

See "PART I, Item 1, Environmental Regulation" in the Form 10-K for information related to the designation of Entergy Gulf States as a PRP for the cleanup of certain hazardous waste disposal sites. Regarding the Lake Charles Service Center site, an engineered cap was installed over the excavated area in early 2003. The proposed ten-year groundwater monitoring program that was to begin in 2003 has been put on hold by the EPA while other alternatives are explored.

Entergy Gulf States Merger Savings Lawsuit (Entergy Corporation and Entergy Gulf States)

See "Entergy Gulf States Merger Savings Lawsuit" in Item 1 of Part I of the Form 10-K for a discussion of the lawsuit filed against Entergy Corporation and Entergy Gulf States by plaintiffs claiming to be customers of Entergy Gulf States in Texas and class representatives for all other similarly situated customers. The Texas Supreme Court has requested full briefing from the parties on the merits of the petition for mandamus relief filed in January 2003 with the court by Entergy Corporation and Entergy Gulf States.

Fiber Optic Cable Litigation (Entergy Mississippi)

See "Fiber Optic Cable Litigation" in Item 1 of Part I of the Form 10-K for a discussion of the fiber optic cable litigation filed against Entergy Mississippi. The plaintiff has agreed to a dismissal of the lawsuit and the parties are awaiting the issuance of a final order by the court.

Earnings Ratios (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)

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

	Ratios of Earnings to Fixed Charges
	Twelve Months Ended
	December 31,					March 31,
	1998	1999	2000	2001	2002	2003
Entergy Arkansas	2.63	2.08	3.01	3.29	2.79	2.97
Entergy Gulf States	1.40	2.18	2.60	2.36	2.49	2.47
Entergy Louisiana	3.18	3.48	3.33	2.76	3.14	3.42
Entergy Mississippi	3.12	2.44	2.33	2.14	2.48	2.63
Entergy New Orleans	2.65	3.00	2.66	(b)	(c)	(d)
System Energy	2.52	1.90	2.41	2.12	3.25	3.23

	Ratios of Earnings to Combined Fixed Charges and Preferred Dividends
	Twelve Months Ended
	December 31,					March 31,
	1998	1999	2000	2001	2002	2003
Entergy Arkansas	2.28	1.80	2.70	2.99	2.53	2.67
Entergy Gulf States (a)	1.20	1.86	2.39	2.21	2.40	2.38
Entergy Louisiana	2.75	3.09	2.93	2.51	2.86	3.10
Entergy Mississippi	2.80	2.18	2.09	1.96	2.27	2.41
Entergy New Orleans	2.41	2.74	2.43	(b)	(c)	(d)

(a)	"Preferred Dividends" in the case of Entergy Gulf States also include dividends on preference stock for the twelve months ended December 31, 1998 and 1999.
(b)	Earnings for the twelve months ended December 31, 2001, for Entergy New Orleans were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $6.6 million and $9.5 million, respectively.
(c)	Earnings for the twelve months ended December 31, 2002, for Entergy New Orleans were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $0.7 million and $3.4 million, respectively.
(d)	Earnings for the three months ended March 31, 2003, for Entergy New Orleans were not adequate to cover fixed charges and combined fixed charges and preferred dividends by $1.3 million and $4.1 million, respectively.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits*

**	4(a) -	Nineteenth Supplemental Indenture, dated as of January 1, 2003, to Entergy Mississippi's Mortgage and Deed of Trust, dated as of February 1, 1988 (filed as Exhibit A-2(d) to Rule 24 Certificate dated February 6, 2003 in File No. 70-9757).
**	4(b) -	Twentieth Supplemental Indenture, dated as of March 1, 2003, to Entergy Mississippi's Mortgage and Deed of Trust, dated as of February 1, 1988 (filed as Exhibit A-2(e) to Rule 24 Certificate dated April 4, 2003 in File No. 70-9757).
	4(c)	Officer's Certificate for Entergy Corporation.
	4(d)	Officer's Certificate for Entergy Corporation.
	10(a)	Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, effective February 13, 2003.
	10(b)	Amended and Restated Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 1, 2003.
	99(a) -	Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(b) -	Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(c) -	Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(d) -	Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(e) -	Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.
	99(f) -	System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

___________________________

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of Entergy Corporation and its subsidiaries on a consolidated basis.

*	Reference is made to a duplicate list of exhibits being filed as a part of this report on Form 10-Q for the quarter ended March 31, 2003, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being filed with this report on Form 10-Q for the quarter ended March 31, 2003.
**	Incorporated herein by reference as indicated.

(b)	Reports on Form 8-K
Entergy Corporation
	A Current Report on Form 8-K, dated January 14, 2003, was submitted to the SEC on January 14, 2003, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure".
Entergy Corporation
	A Current Report on Form 8-K, dated February 4, 2003, was submitted to the SEC on February 4, 2003, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure".
Entergy Corporation
	A Current Report on Form 8-K, dated March 13, 2003, was submitted to the SEC on March 13, 2003, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure".
Entergy Corporation
	A Current Report on Form 8-K, dated April 8, 2003, was submitted to the SEC on April 8, 2003, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure".
Entergy Corporation
	A Current Report on Form 8-K, dated April 15, 2003, was submitted to the SEC on April 22, 2003, reporting information under Item 5. "Other Events and Regulation FD Disclosure".
Entergy Corporation
	A Current Report on Form 8-K, dated April 28, 2003, was submitted to the SEC on April 28, 2003, 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 April 28, 2003, was submitted to the SEC on April 28, 2003, 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".

SIGNATURE

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

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

/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(For each Registrant and for each as
Principal Accounting Officer)

Date: May 9, 2003

CERTIFICATIONS

	I, J. Wayne Leonard, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Corporation;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer of Entergy Corporation

Date: May 9, 2003

CERTIFICATIONS

	I, C. John Wilder, certify that:
1.	I have reviewed these quarterly reports on Form 10-Q of Entergy Corporation and System Energy Resources, Inc.;
2.	Based on my knowledge, these quarterly 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 quarterly reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these quarterly 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 quarterly 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-14 and 15d-14) for the registrants and we have:
	a) designed such disclosure controls and procedures 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 this quarterly report is being prepared;
	b) evaluated the effectiveness of the registrants' disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants' auditors and the audit committee of registrants' board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants' ability to record, process, summarize and report financial data and have identified for the registrants' auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal controls; and
6.	The registrants' other certifying officers and I have indicated in these quarterly reports whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ C. John Wilder
C. John Wilder
Executive Vice President and Chief Financial Officer of
Entergy Corporation and System Energy Resources, Inc.

Date: May 9, 2003

CERTIFICATIONS

	I, Hugh T. McDonald, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Arkansas, Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer of
Entergy Arkansas, Inc.

Date: May 9, 2003

CERTIFICATIONS

	I, Joseph F. Domino, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Gulf States, Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas
of Entergy Gulf States, Inc.

Date: May 9, 2003

CERTIFICATIONS

	I, E. Renae Conley, certify that:
1.	I have reviewed these quarterly reports on Form 10-Q of Entergy Gulf States, Inc. and Entergy Louisiana, Inc.;
2.	Based on my knowledge, these quarterly 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 quarterly reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these quarterly 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 quarterly 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-14 and 15d-14) for the registrants and we have:
	a) designed such disclosure controls and procedures 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 this quarterly report is being prepared;
	b) evaluated the effectiveness of the registrants' disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants' auditors and the audit committee of registrants' board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants' ability to record, process, summarize and report financial data and have identified for the registrants' auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal controls; and
6.	The registrants' other certifying officers and I have indicated in these quarterly reports whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/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: May 9, 2003

CERTIFICATIONS

	I, Carolyn C. Shanks, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy Mississippi, Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer of
Entergy Mississippi, Inc.

Date: May 9, 2003

CERTIFICATIONS

	I, Daniel F. Packer, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of Entergy New Orleans, Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer of
Entergy New Orleans, Inc.

Date: May 9, 2003

CERTIFICATIONS

	I, Gary J. Taylor, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of System Energy Resources, Inc.;
2.	Based on my knowledge, this quarterly 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 quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
	b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer of
System Energy Resources, Inc.

Date: May 9, 2003

CERTIFICATIONS

	I, Theodore H. Bunting, Jr., certify that:
1.	I have reviewed these quarterly reports on Form 10-Q 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 quarterly 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 quarterly reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these quarterly 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 quarterly 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-14 and 15d-14) for the registrants and we have:
	a) designed such disclosure controls and procedures 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 this quarterly report is being prepared;
	b) evaluated the effectiveness of the registrants' disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants' auditors and the audit committee of registrants' board of directors (or persons performing the equivalent function):
	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants' ability to record, process, summarize and report financial data and have identified for the registrants' auditors any material weaknesses in internal controls; and
	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal controls; and
6.	The registrants' other certifying officers and I have indicated in these quarterly reports whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
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: May 9, 2003

EX-4 3 a4c.htm

Exhibit 4(c)

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 April 10, 2002, 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 second series to be issued under the Indenture shall be designated "6.17% 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 aggregate principal amount of $72,000,000.
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:
1. 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 publi c accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or
2. 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:
1. 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 subsidiar ies 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.
2. 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 Subsidiari es that 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 su ch 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.

3. 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;
4. 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 sub surface 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
5. 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:
1. 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
2. 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 i n 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
3. 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 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 who is an employee of suc h 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. 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 any 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. 2, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 27^th day of March, 2003.

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-                                                                                                                                                                     & nbsp;                                                                   PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

6.17% 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 September 15, 2003 (each an Interest Payment Date) at the rate of 6.17% 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 6.17% per annum. Interest on the Securities of this series will accrue from, and include, March 27, 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 Resolution and Officer's Certificate filed with the Trustee on March 27, 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 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 their 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 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 Outstanding in respec t 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 a4d.htm

Exhibit 4(d)

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 April 10, 2002, 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 third series to be issued under the Indenture shall be designated "7.06% Senior Notes due March 15, 2011" (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 aggregate principal amount of $86,000,000.
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, 2011.
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:
1. 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 publi c accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or
2. 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, wi th 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 that 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 subsidiarie s 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 (in cluding, 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; 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 action s 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 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 who 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. 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 any 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. 3, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 27^th day of March, 2003.

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-                                                                                                                                                                     & nbsp;                                                               PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

7.06% SENIOR NOTES DUE MARCH 15, 2011

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, 2011, and to pay interest on said principal sum semi-annually on March 15 and September 15 of each year commencing September 15, 2003 (each an Interest Payment Date) at the rate of 7.06% 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 7.06% per annum. Interest on the Securities of this series will accrue from, and include, March 27, 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 Resolution and Officer's Certificate filed with the Trustee on March 27, 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 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 their 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 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 Outstanding in respec t 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-10 5 a10a.htm

Exhibit 10(a)

1998 EQUITY OWNERSHIP PLAN
OF
ENTERGY CORPORATION AND SUBSIDIARIES
(As Amended and Restated Effective for Grants and Elections After February 13, 2003)

ARTICLE I
PURPOSE

1.1    Purpose. The purpose of this 1998 Equity Ownership Plan of the Entergy Corporation and Subsidiaries (the "Plan") is to give key employees and outside directors of Entergy Corporation (or "Entergy" as defined in Section 2.5 below) and corporations with respect to which Entergy owns, or directly or indirectly controls, the majority of the combined voting power ("Subsidiaries") (hereinafter Entergy and Subsidiaries shall be collectively referred to as "Companies") an opportunity to acquire shares of Common Stock (as defined in Section 2.3 below), to more closely tie the interests of key employees and outside directors to those of Entergy shareholders and to reward the effective leadership of the Companies through the use of equity incentives.

1. 2 Scope and Duration

(a) Awards under the Plan may be granted in the following forms:

(i) Options ("Options") as described in Article V, including, without limitation, Incentive Stock Options ("Incentive Stock Options") as provided in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and related equity maintenance rights as described in Article V;

(ii) Shares of Common Stock of Entergy which are restricted as provided in Article VI ("Restricted Shares");

(iii) Units which are subject to attainment of certain Performance Goals during a Performance Period as provided in Article VII ("Performance Units"); and

(iv) Equity Awards and related benefits as described in Article VIII ("Equity Awards").

(b) Subject to Section 10.1, the maximum aggregate of fifteen million (15,000,000) shares of Common Stock shall be available for delivery pursuant to Awards (as defined in Section 2.1) of Options, Restricted Shares, Performance Units, Equity Awards or Additional Equity Awards granted from time to time under the Plan. Shares of Common Stock delivered under this Plan shall be authorized but unissued shares or open market shares of Entergy. Shares of Common Stock purchased on the open market shall be purchased and held, in such manner, as from time to time determined by the Committee, so that such shares are not returned to the status of authorized but unissued shares of Entergy but are available for Awards under the Plan. Shares of Common Stock covered by Awards which are not earned, or which are forfeited or terminated for any reason, and Options which expire unexercised or which are exchanged for other Awards, shall again be available for subsequent Awards under the Plan. Shares receive d in connection with the exercise of Options by delivery of other shares of Common Stock, and shares related to that portion of an Award utilized for the payment of withholding taxes shall again be available for Awards under the Plan. Shares of Common Stock which are surrendered by reason of forfeiture, or which are received in connection with the exercise of Options by delivery of other shares of Common Stock, shall be held by such person or persons (including, but not limited to, Entergy, any Subsidiary, or any employee or agent thereof, or any agent of the Plan), and in such manner, as from time to time shall be directed by the Committee, so that such shares are not returned to the status of authorized but unissued shares of Entergy, but are available for subsequent Awards under the Plan. Except to the extent used for the payment of withholding taxes, cash dividends or cash dividend equivalents, any Award, or portion thereof, which is settled in cash shall be applied against the maximum allocation of shar es. Shares of Common Stock that are delivered to a Participant under the Plan as a result of the reinvestment of cash dividends or dividend equivalents in conjunction with Awards shall be applied against the maximum allocation of shares.

ARTICLE II
DEFINITIONS

The following words and phrases shall have the respective meanings under the Plan as hereinafter set forth unless the context clearly requires a different meaning:

2.1    "After Tax Net Profit" shall mean the total dollar value of the shares exercised under an Option at the time of exercise, minus the total of (i) the exercise price of the Option, and (ii) the amount of all applicable federal, state and local income tax, employment tax and other similar fees that must be withheld in connection with the exercise.

2.2    "Award" shall mean the beneficial interest in or right to any Option, Restricted Shares, Performance Units or Equity Awards granted from time to time under the Plan by the Committee subject to such restrictions, terms and conditions as the Committee may determine.

2.3    "Board" shall mean the Board of Directors of Entergy Corporation.

2.4    "Cause" shall mean:

1. willful and continuing failure by System Management Participant to substantially perform System Management Participant's duties (other than such failure resulting from the System Management Participant's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the System Management Participant) that has not been cured within 30 days after a written demand for substantial performance is delivered to the System Management Participant by the board of directors of the Employer, which demand specifically identifies the manner in which the board believes that the System Management Participant has not substantially performed the System Management Participant's duties; or
2. the willful engaging by the System Management Participant in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or
3. conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may have a material adverse affect on System Management Participant's ability to carry out System Management Participant's duties or upon the reputation of any System Company; or
4. a material violation by System Management Participant of any agreement System Management Participant has with a System Company; or
5. unauthorized disclosure by System Management Participant of the confidences of any System Company.

For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on System Management Participant's part shall be deemed "willful" unless done, or omitted to be done, by System Management Participant not in good faith and without reasonable belief that System Management Participant's act, or failure to act, was in the best interest of Employer.

2.5    "Change in Control" shall mean:

1. the purchase or other acquisition by any person, entity or group of persons, acting in concert within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 25 percent or more of either the shares of common stock outstanding immediately following such acquisition or the combined voting power of Entergy Corporation's voting securities entitled to vote generally and outstanding immediately following such acquisition, other than any such purchase or acquisition in connection with a Non-CIC Merger (defined in subsection (2) below);
2. the consummation of a merger or consolidation of Entergy Corporation, or any direct or indirect subsidiary of Entergy Corporation with any other corporation, other than a Non-CIC Merger, which shall mean a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
3. the stockholders of Entergy Corporation approve a plan of complete liquidation or dissolution of Entergy Corporation or there is consummated an agreement for the sale or disposition by Entergy Corporation of all or substantially all of Entergy Corporation's assets; or
4. any change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 1, 2000 or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof.

Provided, however, that no Change in Control shall be deemed to occur solely by virtue of (i) the insolvency or bankruptcy of Entergy Corporation; or (ii) the transfer of assets of Entergy Corporation to an affiliate of Entergy Corporation, provided such affiliate assumes the obligations of the Plan and agrees to continue uninterrupted the rights of the System Management Participants under the Plan; or (iii) the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of Entergy Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of Entergy Corporation immediately following such transaction or series of transactions.

2.6    "Change in Control Period" shall mean the period commencing ninety (90) days prior to and ending twenty-four (24) calendar months following a Change in Control.

2.7    "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendment or successor provisions to such section and any regulation under such section.

2.8 "Committee" shall mean the Committee provided for in Section 3.1.

2.9 "Common Stock" shall mean shares of common stock of Entergy Corporation and the common stock of any successor corporation by merger or reorganization.

2.10    "Covered Participant" shall mean a Participant who is a "covered employee" as defined in Section 162(m)(3) of the Code, and the regulations promulgated thereunder, or who the Committee believes will be such a covered employee for a Plan Year, and who the Committee believes will have remuneration in excess of $1,000,000 for the applicable period, as provided in Section 162(m) of the Code.

2.11 "Employer" shall, except as otherwise determined by the Committee, mean, with respect to a given Participant and a given Award, Entergy or the Subsidiary for whom such Participant is employed at the time an Award is granted under this Plan.

2.12 "Entergy" shall mean Entergy Corporation, a Delaware corporation, and any successor of such corporation as a result of any reorganization or merger.

2.13 "Equity Award" shall mean an Award of a unit whose value is related to the value of shares of Common Stock but does not represent actual shares of Common Stock at the time such an Award is granted.

2.14 "Fair Market Value" shall mean the closing price of the Common Stock as reported on the New York Stock Exchange Composite Tape on the date the respective Award is granted or such other value as the Committee may determine represents the then current traded value of a share of Common Stock.

2.15"Good Reason" shall mean the occurrence, without the System Management Participant's express written consent, of any of the following events during the Change in Control Period:

1. the substantial reduction or alteration in the nature or status of the System Management Participant's duties or responsibilities from those in effect on the date immediately preceding the first day of the Change in Control Period, other than an insubstantial and inadvertent act that is remedied by the System Company employer promptly after receipt of notice thereof given by the System Management Participant and other than any such alteration primarily attributable to the fact that Entergy Corporation may no longer be a public company;
2. a reduction of 5% or more in System Management Participant's annual rate of base salary as in effect immediately prior to commencement of a Change in Control Period, which shall be calculated exclusive of any bonuses, overtime, or other special payments, but including the amount, if any, the System Management Participant elects to defer under: (i) a cash or deferred arrangement qualified under Code Section 401(k); (ii) a cafeteria plan under Code Section 125; (iii) the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, or any successor or replacement plan; and (iv) any other nonqualified deferred compensation plan, agreement, or arrangement in which the System Management Participant may hereafter participate or be a party;
3. requiring System Management Participant to be based at a location outside of the continental United States and other than his primary work location as it existed on the date immediately preceding the first day of the Change in Control Period, except for required travel on business of any System Company to an extent substantially consistent with the System Management Participant's present business obligations;
4. failure by System Company employer to continue in effect any compensation plan in which System Management Participant participates immediately prior to the commencement of the Change in Control Period which is material to System Management Participant's total compensation, including but not limited to compensation plans in effect, including stock option, restricted stock, stock appreciation right, incentive compensation, bonus and other plans or any substitute plans adopted prior to the Change in Control Period, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by System Company employer to continue System Management Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the System Management Participant's participation relative to other part icipants, as existed immediately prior to the Change in Control; or
5. failure by System Company employer to continue to provide System Management Participant with benefits substantially similar to those enjoyed by System Management Participant under any of the System Company's pension, savings, life insurance, medical, health and accident, or disability plans in which System Management Participant was participating immediately prior to the Change in Control Period; the taking of any other action by System Company employer which would directly or indirectly materially reduce any of such benefits or deprive System Management Participant of any material fringe benefit enjoyed by System Management Participant immediately prior to commencement of the Change in Control Period, or the failure by System Company employer to provide System Management Participant with the number of paid vacation days to which System Management Participant is entitled on the basis of years of service with the System in accordance with the System Company's normal vacation policy in e ffect at the time of the Change in Control.

System Management Participant's right to terminate his employment for Good Reason shall not be affected by System Management Participant's incapacity due to physical or mental illness. System Management Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

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

2.17    "Operating Cash Flow" shall mean the amount of operating cash flow for any given Performance Period, as determined by the Committee based on the Company's financial statements and in accordance with generally accepted accounting principles.

2.18 "Options" shall mean any nonstatutory stock options or Incentive Stock Options (as defined in Section 5.2), or both, granted under the Plan.

2.19 "Participant" shall mean any key employee or outside director who is granted an Award under the Plan.

2.20 "Performance Goals" shall mean the goals for a Performance Period which are established by the Committee against which performance will be measured.

2.21 "Performance Period" shall mean the period designated by the Committee during which Performance Goals must be attained.

2.22 "Performance Units" shall mean units whose value is determined by the Committee which are awarded subject to attainment of Performance Goals during the applicable Performance Period.

2.23 "Plan" shall mean the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, as from time to time amended.

2.24    "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

1. Entergy Corporation or any affiliate or subsidiary company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or
2. the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred; or
3. any System Company or any person or entity publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or
4. any person or entity becomes the beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time), either directly or indirectly, of securities of Entergy Corporation representing 20% or more of either the then outstanding shares of common stock of Entergy Corporation or the combined voting power of Entergy Corporation's then outstanding securities (not including in the calculation of the securities beneficially owned by such person or entity any securities acquired directly from Entergy Corporation or its affiliates).

2.25    "Qualifying Event" shall mean the occurrence of one of the following within the Change in Control Period:

1. The System Management Participant's employment is terminated by Employer other than for Cause; or
2. The System Management Participant terminates his System employment for Good Reason.

For purposes of this Plan, the following shall not constitute Qualifying Events:

(i) System Management Participant's death; or (ii) System Management Participant becoming disabled under the terms of the Entergy Corporation Companies' Benefits Plus Long Term Disability ("LTD") Plan.

2.26    "Restricted Shares" shall mean shares of Common Stock of Entergy Corporation which are awarded subject to restrictions on the holder's right to sell, transfer, pledge or assign such shares and with such other restrictions as the Committee may determine in accordance with the provisions of Article VI of the Plan.

2.27    "Restricted Share Units" shall mean an Equity Award that is subject to such restrictions on transfer and such forfeiture conditions as the Committee deems appropriate and shall be subject to the grant, dividend, forfeiture and other provisions of Article VI to the same extent as Restricted Shares, except that a Participant shall not be entitled to vote Restricted Share Units and payment in respect of Restricted Share Units may be settled in cash at the election of the Participant. The restrictions imposed upon an award of Restricted Share Units will lapse in accordance with the requirements specified by the Committee in the award agreement.

2.28    "System" shall mean Entergy Corporation and all System Companies and, except in determining whether a Change in Control has occurred, shall include any successor thereto.

2.29    "System Company" shall mean Entergy Corporation and any 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, and, except in determining whether a Change in Control has occurred, shall include any successor thereto.

2.30    "System Management Level" shall mean the applicable management level set forth below:

1. System Management Level 1 ( Chief Executive Officer and Chairman of the Board of Entergy Corporation);
2. System Management Level 2 (Presidents and Executive Vice Presidents within the System);
3. System Management Level 3 (Senior Vice Presidents within the System); and
4. System Management Level 4 (Vice Presidents within the System).

2.31    "System Management Participant" shall mean a Participant who, immediately prior to the commencement of a Change in Control Period, is (a) at one of the System Management Levels set forth in Section 2.30; and (b) for the purpose of Article XI, eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 12.3(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 12.3.

ARTICLE III
ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Personnel Committee or any successor thereto of the Board or such other committee as determined by the Board (the "Committee"). The Committee shall be comprised solely of two or more outside directors of the Board within the meaning of Section 162(m) of the Code and who are also non-employee directors within the meaning of Rule 16b-3, as amended, or other applicable rules under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or under any applicable rules of the New York Stock Exchange.

3.2 Powers of Committee. The Committee shall have plenary authority in its discretion, subject to and not inconsistent with the express provisions of this Plan:

(a) To grant Options, to determine the purchase price of the Common Stock covered by each Option, the term of each Option, the key employees and outside directors to whom, and the time or times at which Options shall be granted and the number of shares to be covered by each Option;

(b) To designate Options as nonstatutory stock options or Incentive Stock Options;

(c) To grant Restricted Shares and to determine the term of the Restricted Period (as defined in Article VI) and restrictions, forfeiture provisions and other conditions applicable to such Restricted Shares, the key employees and outside directors to whom, and the time or times at which, Restricted Shares shall be granted;

(d) To grant Performance Units and to determine the Performance Goals, Performance Period and other conditions applicable to such Performance Units, the key employees and outside directors to whom, and the time or times at which, Performance Units shall be granted;

(e) To grant or establish Equity Award Accounts pursuant to the terms of Article VIII, to determine restrictions related to such Equity Awards and any allocations to or distributions from such Equity Award Accounts, the key employees and outside directors to whom and the time or times when participation therein shall be permitted hereunder and the number of Equity Awards to be allocated to such Equity Award Accounts for Participants;

(f) To interpret the Plan subject to the terms of Section 3.4;

(g) To prescribe, amend and rescind rules and regulations relating to the Plan subject to the terms of Section 3.4;

(h) To determine the terms and provisions of the Options, Restricted Shares, Performance Units or Equity Award agreements (which need not be identical) and to cause the respective Employers to enter into such agreements with such Participants in connection with Awards under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan.

3.3 Delegation of Duties. With the exception of the authority to grant Awards to persons subject to Sections 16(a) and 16(b) of the Exchange Act, to persons who are Covered Participants, or to make other determinations regarding such persons the Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Committee may employ attorneys, consultants, accountants or other persons and the Committee, Entergy and its officers and directors shall be entitled to rely upon the advice, opinions or evaluations of any such persons. However, the Committee may not delegate its authority if such delegation would cause the Plan not to comply to the extent requir ed with the requirements of Rule 16b-3 or any successor rule under the Exchange Act or with the requirements of Section 162(m) of the Code.

3.4 Interpretations. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, Entergy and all other interested persons. No member or agent of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or Awards made hereunder, and all members and agents of the Committee shall be fully protected by Entergy in respect of any such action, determination or interpretation. Subject to the express provisions of the Plan, the Committee may interpret the Plan, prescribe, amend and rescind rules and regulations relating to it, determine the terms and provisions of the respective Awards and make all other determinations it deems necessary or advisable for the administration of the Plan.

3.5    Non-Uniform Determinations. The Committee's determinations under the Plan, including without limitation, determinations as to the key employees or outside directors to receive Awards, the terms and provisions of such Awards and the agreement(s) evidencing the same, need not be uniform and may be made by it selectively among the key employees or outside directors who receive or are eligible to receive Awards under the Plan, whether or not such key employees or outside directors are similarly situated.

ARTICLE IV
PARTICIPATION

4.1 Eligibility. Key employees of Entergy or any of its Subsidiaries or outside directors of the Board, who, in the opinion of the Committee, have significant responsibility for the continued growth, development and financial success of the Companies shall be eligible to be granted Awards under the Plan. Subject to the provisions of the Plan, the Committee shall from time to time select from such eligible persons those to whom Awards shall be granted and determine the amount of such Award. No employee or outside director of Entergy or its Subsidiaries shall have any vested right to be granted an Award under the Plan.

4.2 Dividend Equivalents. In the discretion of the Committee, an Award made in the form of an Equity Award may provide, subject to such restrictions, terms and conditions as the Committee may establish, for (i) the crediting to the account of, or the current payment to, each Participant who has such an Award of an amount equal to cash dividends and stock dividends (collectively, "Dividends") paid by Entergy upon one share of Common Stock for each share of Common Stock subject to each Equity Award ("Dividend Equivalents"), or (ii) the deemed reinvestment of such Dividend Equivalents in the form of additional Equity Awards credited to the Participant's Equity Award Account ("Additional Equity Awards").

ARTICLE V
STOCK OPTIONS

5.1 General Provisions. The Committee may grant Options to such key employees and outside directors whom the Committee determines to be eligible pursuant to the terms of Article IV. Such Options shall be in such form and upon such terms and conditions as the Committee shall from time to time determine, subject to the following:

(a) Option Price. The Option Price of each Option to purchase Common Stock shall be determined by the Committee, but shall not be less than the Fair Market Value on the date the Option is granted. Once determined by the Committee, no price of any Option shall be changed unless that change is authorized by a majority vote of the shareholders of Entergy Corporation.

(b) Term of Options. No Option shall be either vested or exercisable until at least one year from the date that such Option is granted. No more than one third of any single grant of Options shall be either vested or exercisable until at least two years from the date that such Option is granted, and no more than two thirds of any single grant of Options shall be either vested or exercisable until at least three years from the date that such Option is granted. No Option shall be exercisable after ten years from the date such Option is granted.

(c) Payment of Option Price. The purchase price of the shares as to which an Option is exercised shall be paid in accordance with such terms and conditions and by such means as the Committee shall determine.

(d) Exercise of Options. If a Participant at System Management Level 1-4 exercises any Option granted on or after January 1, 2003, that Participant must retain at least 75% of the After Tax Net Profit in Common Stock until the earlier of 60 months from the date at which the Option is exercised or the termination of full-time employment within the System. Subject to the limitations of the preceding sentence, Options shall be subject to such terms and conditions, shall be exercisable at such time or times, and shall be evidenced by such form of option agreement between the Participant and the Employer, as the Committee shall determine; provided, that such determinations are not inconsistent with the other provisions of the Plan. The Committee may, in its discretion, accelerate the ability to exercise any Option in whole or in part at any time. The Committee may also permit Participants, either on a selective or aggregate basis, simultaneously to exercise Options and sell the shares of Common Stock thereby acquired pursuant to a brokerage or similar arrangement, approved in advance by the Committee, and use the proceeds from such sale as payment of the purchase price of such shares.

(e) Non-Transferability of Options. Options granted under the Plan shall not be transferable otherwise than by will or by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, and Options and rights may be exercised during the lifetime of the Participant only by the Participant or by the Participant's guardian or legal representative. Notwithstanding the foregoing sentence, Options which are not Incentive Stock Options may be transferred to family members or charities. Any attempted assignment, transfer, pledge, hypothecation or other disposition of an option, or levy of attachment or similar process upon the Option not specifically permitted herein shall be null and void and without effect. The Participant may designate one or more beneficiaries who shall be entitled to exercise the Participant's rights hereunder following the death of the Participant. Such designation shall be made on a form supplied by the Committee. In the absence of a valid beneficiary designation, the Participant's rights hereunder shall pass pursuant to the Participant's will or by the laws of descent and distribution.

(f) Maximum Number of Shares. The total number of shares of Common Stock which any single Participant may be allowed to purchase pursuant to the exercise of Options granted under this Plan shall not exceed 1,000,000, subject to adjustment in the same manner as provided in Section 10.1.

5.2 Incentive Stock Options. The Committee may elect to grant Incentive Stock Options for the purchase of shares of Common Stock to the key employees whom the Committee determines to be eligible pursuant to the terms of Article IV. To the extent the Committee elects to grant Incentive Stock Options under the Plan, such Incentive Stock Options shall be subject to the limitations under Section 422 of the Code including, without limitation, the time limitations on the Award of any such Incentive Stock Options.

5.3 Limitations on Exercise. The aggregate Fair Market Value (determined with respect to each Incentive Stock Option as of the time such Incentive Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of Entergy or any of its Subsidiaries) shall not exceed $100,000. To the extent to which such Fair Market Value exceeds $100,000, such Option shall be treated, for federal income tax purposes, as a nonstatutory stock option.

ARTICLE VI
RESTRICTED SHARE AWARDS

6.1    Grant of Restricted Shares. The Committee may award Restricted Shares to such key employees and outside directors whom the Committee determines to be eligible pursuant to the terms of Article IV; provided that the aggregate number of Restricted Shares and Equity Awards granted under the Plan shall not exceed 1,500,000. An Award of Restricted Shares may be subject to restrictions on transfer and forfeitability provisions, all as the Committee may determine. Such Restricted Shares shall be awarded based on such other terms and conditions as the Committee shall from time to time determine subject to the provisions of the Plan; provided, however, the Participant shall be entitled to any voting rights relative to such Restricted Shares during the Restricted Period as defined below.

6.2 Award and Delivery of Restricted Shares. At the time an Award of Restricted Shares is made, the Committee shall establish a period of time (the "Restricted Period") applicable to such an Award. Each Award of Restricted Shares may have a different Restricted Period. The Committee may, in its sole discretion, at the time an Award is made, prescribe conditions for the incremental lapse of restrictions during the Restricted Period and for the lapse or termination of restrictions upon the satisfaction of other conditions in addition to or other than the expiration of the Restricted Period with respect to all or any portion of the Restricted Shares; provided, however, that any Participant subject to Section 16 of the Exchange Act shall be prohibited from selling such shares for a period of six (6) months from the grant thereof.

6.3 Dividends on Restricted Shares. Any and all cash and stock dividends paid with respect to the Restricted Shares shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements (including, without limitation, the reinvestment of such dividends in the form of Equity Awards) as the Committee may, in its discretion, determine.

6.4 Forfeiture. Upon the forfeiture of any Restricted Shares (including any additional Restricted Shares which may result from the reinvestment of cash and stock dividends in accordance with such rules as the Committee may establish pursuant to Section 6.3), such forfeited shares shall be surrendered. The Participant shall have the same rights and privileges, and be subject to the same restrictions, with respect to any additional shares received pursuant to Section 10.1 due to recapitalization, mergers, or the like.

6.5 Expiration of Restricted Period. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee or at such earlier time as provided for in Section 6.2, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, except any that may be imposed by law, to the Participant or the Participant's beneficiary or estate, as the case may be.

ARTICLE VII
PERFORMANCE UNIT AWARDS

7.1 Award of Performance Units. The Committee may award Performance Units to such key employees and outside directors whom the Committee determines to be eligible pursuant to the terms of Article IV. An Award of Performance Units shall be subject to the attainment of specified Performance Goals during a Performance Period, both of which the Committee may determine. Performance Goals can be based on one or more business criteria that apply to the Participant, a business unit or Entergy Corporation as a whole, or any combination thereof.

7.2 Award of Performance Units to Covered Participants. Awards of Performance Units to Covered Participants shall also be governed by the conditions of this Section 7.2 in addition to the other requirements set forth in this Plan. Should conditions set forth under this Section 7.2. conflict with the other provisions of this Plan, the conditions of this Section 7.2 shall prevail.

(a) The Performance Goals, the objective formula or standards for computing the number of Performance Units payable to a Covered Participant if the Performance Goals are attained and the Performance Period shall be established by the Committee in writing prior to the beginning of the Performance Period, or by such other later date as may be permitted under Section 162(m) of the Code.

(b) The value of Performance Units payable to all Covered Participants pursuant to this Plan shall not exceed 1% of Operating Cash Flow during any Performance Period. The value of Performance Units payable to a single Covered Participant pursuant to this Plan shall not exceed .5% of Operating Cash Flow during any Performance Period.

(c) The Performance Goals may be based upon or may relate to one or any combination of the following business criteria: EBITDA, EBIT, net income, earnings per share, operating cash flow, cash flow, return on equity, sales, budget achievement, productivity, price of Entergy Corporation stock, market share, total return to shareholder, return on capital, net cash flow, cash available to parent, net operating profit after taxes (NOPAT), economic value added (EVA), expense spending, O&M expense, expense, O&M or capital/kwh, capital spending, gross margin, net margin, market capitalization, market value, debt ratio, equity ratio, return on assets, profit margin, customer growth or customer satisfaction. The Performance Goals may be stated in terms of absolute levels or relative to another company or companies or to an index or indices. Both the Performance Goals established by the Committee and the results for any Performance Period may be adjusted to reflect capital changes an d may exclude unusual or nonrecurring events, including extraordinary items, changes in accounting principles, discontinued operations, acquisitions, divestitures and material restructuring charges.

(d) The Performance Goals shall not allow for any discretion by the Committee as to an increase in any Award, but discretion to lower an Award is permissible.

(e) The Award and payment of any Award under this Plan to a Covered Participant with respect to a relevant Performance Period shall be contingent upon the attainment of the Performance Goals that are applicable to such Covered Participant. The Committee shall certify in writing prior to payment any such Award that such applicable Performance Goals relating to the Award are satisfied. Approved minutes of the Committee may be used for this purpose.

(g) All Awards to Covered Participants under this Plan shall be further subject to such other conditions, restrictions, and requirements as the Committee may determine to be necessary to carry out the purpose of this Section 7.2.

7.3 Delivery of Performance Units. Delivery of Performance Units shall not be made until after the end of the Performance Period. Final payment on all Performance Units shall be in cash, and the timing, deferral options, and other criteria relating to payment shall be determined in the discretion of the Committee.

ARTICLE VIII
EQUITY AWARDS

8.1 Issuance of Equity Awards. An Equity Award may be granted to such key employees and outside directors as the Committee determines pursuant to the terms of Article IV, subject to the limitation contained in Section 6.1 hereof. In addition, the Committee may permit such key employees and outside directors to purchase Equity Awards under such terms and conditions as the Committee, in its discretion, may determine. In the case of a purchase, the Equity Award shall be in the form of units, each of which represents one share of Common Stock, the purchase price of which shall not be less than the closing price of a share of Common Stock as reported on the New York Stock Exchange Composite Tape on the date such award is purchased. Key employees and outside directors who are permitted to purchase Equity Awards shall make the election to do so at least six (6) months in advance of the purchase of the Equity Award. Equity Awards shall be allocated to a Participant's respective Equ ity Award Account (as defined in Section 8.3) at such time or times, in such amounts, subject to such restrictions and in accordance with such terms and conditions as the Committee, in its discretion, may determine.

8.2 Funding. In the case of Equity Awards granted under the Plan, no shares of Common Stock shall be issued at the time the Award is made, and Entergy, the Employer and Plan, or any one of them, shall not be required to set aside a fund for the payment of any such Award.

8.3 Equity Award Accounts. An Equity Award granted to a key employee shall be credited to an Equity Award Account (the "Equity Award Account") established and maintained for such Participant. The Equity Award Account of a Participant shall be the record of Equity Awards granted to him under the Plan, solely for accounting purposes and, as provided in Section 8.2 above, shall not require a segregation of any Entergy or Subsidiary assets.

8.4 Maturity of Equity Awards. All Equity Awards granted to a Participant (including all Additional Equity Awards as defined in Section 4.2 related to such Equity Awards) shall become fully matured at time or times or under such circumstances as the Committee shall from time to time determine.

8.5 Payment of Equity Awards. A Participant who has received an Equity Award allocated to his Equity Award Account shall be entitled to receive a distribution from the Employer with respect to each then mature Equity Award allocated to his Equity Award Account at such time or times as the Committee shall determine. All Equity Awards shall be payable in cash.

8.6 Non-Transferability. Equity Awards granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Any Participant subject to Section 16 of the Exchange Act shall be prohibited from selling such shares for a period of six (6) months from the acquisition thereof. The Participant may designate one or more beneficiaries who shall be entitled to exercise the Participant's rights hereunder following the death of the Participant. Such designation shall be made on a form supplied by the Committee. In the absence of a valid beneficiary designation, the Participant's rights hereunder shall pass pursuant to the Participant's will or by the laws of descent and distribution.

ARTICLE IX
TERMINATION OR AMENDMENT OF THE PLAN

9.1 Termination and Amendment. The Committee may suspend, terminate, modify or amend the Plan, provided, if exemption from Section 162(m) deduction limits is to be continued, that any amendment is made with Board and shareholder approval if shareholder approval is necessary to comply with any tax, regulatory or exchange requirement, including for these purposes, the requirements for the performance-based compensation exception under Section 162(m) of the Code. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue to apply to Awards granted prior to such termination.

ARTICLE X
GENERAL PROVISIONS

10.1 Adjustments Upon Changes in Capitalization. Notwithstanding any other provision of the Plan, the Committee may, at any time, make or provide for such adjustments to the Plan, to the number and class of shares available thereunder or to any outstanding Options, Restricted Shares, Performance Units or Equity Awards as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event of distributions to holders of Common Stock other than a normal cash dividend, changes in the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. Any such determination by the Committee shall be conclusive.

10.2    Fractional Shares. The Employer shall not be required to deliver any fractional share of Common Stock but may pay, in lieu thereof, the Fair Market Value of such fractional share to the Participant or the Participant's beneficiary or estate, as the case may be. For purposes of this Section 10.2, the Fair Market Value shall be determined as of the following dates: (i) the date on which restrictions lapse for Restricted Shares or Restricted Share Units, (ii) the date of delivery of Performance Units, (iii) the maturity date for Equity Awards other than Restricted Share Units or Performance Units, or (iv) in any case, such other dates the Committee may determine.

10.3 Tax Withholdings. Subject to such terms and conditions as may be established by the Committee, the Participant shall pay to Entergy any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to an Award of Options, Restricted Shares, Performance Units or Equity Awards under this Plan promptly upon notification of the amounts due. The Committee may permit such amount to be paid by the Participants to be withheld from the shares of Common Stock that otherwise would be distributed to such Participant upon the exercise of an Option, the lapse of restrictions applicable to Restricted Shares, the payment of Performance Units or the maturity of Equity Awards, as applicable, or a combination of cash and shares of such Common Stock. Any such withholding on behalf of a Participant subject to Section 16 of the Exchange Act shall be made in accordance with the provisions of Rule 16(b)-3(e).

10.4 Legal and Other Requirements. The obligation of Entergy or its Subsidiaries to sell and deliver Common Stock under the Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of a registration statement under the Securities Act of 1933 if deemed necessary or appropriate by Entergy. Certificates for shares of Common Stock issued hereunder may be legended as the Committee shall deem appropriate.

10.5 Effective Date. The Plan shall become effective as of January 1, 1998, subject to the approval of Entergy shareholders at Entergy's 1998 annual meeting of shareholders and receipt of any necessary governmental approvals including, but not limited to, any approval of the Securities and Exchange Commission which may be required under the Public Utility Holding Company Act of 1935. The Amended and Restated Plan shall become effective for Awards granted after February 13, 2003, subject to the approval of Entergy shareholders at Entergy's 2003 annual meeting of shareholders and receipt of any necessary governmental approvals including, but not limited to, any approval of the Securities and Exchange Commission which may be required under the Public Utility Holding Company Act of 1935. The Amended and Restated Plan shall only govern Awards made on or after its effective date.

10.6 Award Agreements. Each individual Award of Options, Restricted Shares, Performance Units or Equity Awards shall be evidenced by an agreement which shall contain such restrictions, terms and conditions as the Committee may require, and may either be written or in electronic format. Notwithstanding anything to the contrary contained in the Plan, neither Entergy nor its Subsidiaries bear any obligation to grant any Awards under the Plan to any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such Awards in such form as the Committee may determine from time to time.

10.7 Effect on Other Plans. Awards may be granted singly, in combination or in tandem (except where prohibited by applicable law) and may be made in combination or tandem with or as alternatives to, awards or grants under any other employee plan maintained by Entergy or its Subsidiaries; provided that the adoption of the Plan shall have no effect on awards made or to be made pursuant to other stock plans covering the employees of Entergy, its Subsidiaries or its successors thereto. Awards under the Plan shall not constitute earnings for purposes of any pension plan covering employees of Entergy or its Subsidiaries except as otherwise expressly provided in any such pension plan.

10.8 Right to Terminate Employment. Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer upon any key employee the right to continue in the employment of Entergy or any Subsidiary or affect any right which Entergy or any Subsidiary may have to terminate the employment of such key employee.

10.9 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to Entergy on the date it is personally delivered to the Secretary of Entergy at its principal executive offices or three business days after it is sent by registered or certified mail, postage prepaid, addressed to the Secretary at such offices, and shall be deemed delivered to a Participant on the date it is personally delivered to him or three business days after it is sent by registered or certificate mail, postage prepaid, addressed to him at the last address shown for him on the records of Entergy and its Subsidiaries.

10.10 Applicable Law. All questions pertaining to the validity, construction and administration of the Plan and rights and benefits granted hereunder shall be determined in conformity with the laws of the State of Louisiana, to the extent not preempted or controlled by the laws of the United States and regulations thereunder.

10.11 Compliance with Section 16. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act or required by the Securities and Exchange Commission. To the extent any provisions of the Plan or action by the Committee is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

ARTICLE XI
CHANGE IN CONTROL

11.1    Accelerated Vesting of Performance Units. Notwithstanding anything stated herein to the contrary, but subject to the forfeiture provisions of this Section 11.1 and any federal securities law restrictions on sale and exercise, if during a Change in Control Period there should occur a Qualifying Event with respect to a System Management Participant, the number of Performance Units the System Management Participant shall be entitled to receive under the Plan with respect to any Performance Period that precedes or includes the day on which the Change in Control Period commences shall be determined as if the System Management Participant satisfied the remaining performance requirements at System Management Participant's target level with respect to such Performance Period(s). However, any Performance Units that were not fully vested prior to the date of such Qualifying Event shall continue to be subject to forfeit ure upon the occurrence of any of the following:

1. Without System Company employer permission, Employee removes, copies, or fails to return if he or she has already removed, any property belonging to one or all of the System Companies, including, but not limited to, the original or any copies of any records, computer files or disks, reports, notes, documents, files, audio or video tapes, papers of any kind, or equipment provided by any one or all of the System Companies or created using property of or for the benefit of one or all of the System Companies.
2. During System Management Participant's employment and for 2 years thereafter, other than as authorized by a System Company or as required by law or as necessary for the System Management Participant to perform his duties for a System Company employer, System Management Participant shall disclose to any person or entity any non-public data or information concerning any System Company, in which case System Management Participant shall be required to repay any Plan benefits previously received by him. Disclosure of information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that System Management Participant gives the System Company immediate notice of any such subpoena or request and fully cooperates with any action by System Company to object to, quash, or limit such request; or
3. System Management Participant engages in any employment (without the prior written consent of his last System employer) either individually or with any person, corporation, governmental agency or body, or other entity in competition with, or similar in nature to, any business conducted by any System Company at any time within the Applicable Period (defined below) and commencing upon termination of employment, 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 Applicable Period, in which case System Management Participant shall be required to repay any Plan benefits previously received by him. For purposes of this Section, Applicable Period shall mean:

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

(3) one (1) year for System Management Participants at System Management Level 4 at the commencement of the Change in Control Period.

However, if the stated Applicable Periods described herein shall be impermissible under applicable law, then the Applicable Period for purposes of this Plan shall be the maximum time period allowed under applicable law for a covenant not to compete.

11.2    Commencement Date of Awards. Notwithstanding anything stated herein to the contrary, but subject to the forfeiture provisions of Section 11.1 and any federal securities law restrictions on sale and exercise, if during a Change in Control Period there should occur a Qualifying Event with respect to a System Management Participant:

1. all restrictions shall be lifted on any Options, Restricted Shares, and Restricted Share units, as applicable, granted to a System Management Participant under the Plan prior to the occurrence of such Qualifying Event; and
2. the System Management Participant may elect to receive all Awards payable to him under the Plan on the first day of any month following the System Management Participant's termination.

11.3    No Benefit Reduction. Notwithstanding anything stated above to the contrary, an amendment to, or termination of, the Plan following a Change in Control shall not reduce the Awards granted under this Plan through the date of any such amendment or termination. In no event shall a System Management Participant's Awards under this Plan following a Change in Control be less than such System Management Participant's Awards under this Plan immediately prior to the Change in Control Period, subject, however, to the forfeiture provisions referenced in Section 11.1 as in existence on the date immediately preceding the commencement date of the Change in Control Period. In addition, unless agreed to in writing and signed by the affected System Management Participant and by the Committee, no provision of this Plan may be modified, waived or discharged before the earlier of: (a) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (b) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

11.4    Source of Payments. Within thirty (30) days following the date of a Change in Control, each System Company shall make a single irrevocable lump sum contribution to the Trust for Deferred Payments of Entergy Corporation and Subsidiaries ("Trust") pursuant to the terms and conditions described in such Trust. Each System Company's contribution shall be in an amount equal to the total Awards granted to such System Company's Plan System Management Participants under the Plan through the date of any such Change in Control. If one or more of a System Company's System Management Participants shall continue to be employed by a System Company after such a Change in Control, each calendar year the System Company shall, as soon as possible, but in no event longer than thirty (30) days following the end of such calendar year, make an irrevocable contribution to the Trust in an amount that is necessary in order to maintain a lump sum amount cr edited to the System Company's Plan account under the Trust that is equal to the total unpaid Awards granted to such System Company's System Management Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section to the contrary, a System Company may make contributions to the Trust prior to a Change in Control in such amounts as it shall determine in its complete discretion. The Trust is intended as a "grantor" trust under the Internal Revenue Code and the establishment and funding of such Trust is not intended to cause System Management Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

11.5    Claims of Good Reason/Cause During Change in Control Period. Notwithstanding any provision of the Plan to the contrary, solely for purposes of any determination regarding the existence of Good Reason or Cause during a Change in Control Period, any position taken by the System Management Participant shall be presumed to be correct unless Employer establishes to the Committee by clear and convincing evidence that such position is not correct.

ARTICLE XII
DEFERRAL ELECTIONS

12.1    Deferral Elections.

1. At any time designated in subsection (b) of this Section 12.1, a System Management Participant may execute and deliver to the Committee (or its delegate) one or more irrevocable written elections (each, a "Deferral Election") to defer receipt of such Deferrable Benefits (as defined herein) as System Management Participant may designate in such Deferral Election. A "Deferrable Benefit" is any of the following forms of Award payable under the Plan:

1. Restricted Share Units, provided that the Restricted Period must be scheduled to expire more than six months after the date a Deferral Election respecting it is delivered to the Committee (or its delegate);
2. Performance Units, provided that payment in respect of such Performance Units must be scheduled to be made more than six months after the date a Deferral Election respecting it is delivered to the Committee (or its delegate); and
3. Incentive Compensation under the Executive Annual Incentive Plan ("EAIP") used to purchase Equity Awards in accordance with Section 8.1 ("EAIP Equity Awards"), provided that payment of the Incentive Compensation used to purchase such EAIP Equity Awards must be scheduled to be made no earlier than the calendar year following the performance year to which such Incentive Compensation relates.

(b) Each Deferral Election must be made in accordance with the following provisions:

1. With respect to Restricted Share Units: A Deferral Election must be made no later than the date that precedes by six months the expiration of the Restricted Period for such Equity Award to the System Management Participant;
2. With respect to Performance Units: A Deferral Election must be made no later than the date that precedes by six months the earliest date such Award may be made to the System Management Participant; and
3. With respect to Incentive Compensation used to purchase EAIP Equity Awards: A Deferral Election must be made with respect to the Incentive Compensation used to purchase such EAIP Equity Awards prior to the beginning of the performance year with respect to which such Incentive Compensation relates.

12.2 Deferred Amount; Deferral Receipt Date. Each Deferral Election may defer receipt of an amount of any Deferrable Benefit, which may be less than the entire amount of such Deferrable Benefit (a "Deferred Amount"). Each Deferred Amount may be expressed as a number of units or a percentage of the total of such Deferrable Benefit due the System Management Participant. Receipt of each Deferred Amount may be deferred to such date or dates as System Management Participant shall specify in such Deferral Election (each, a "Deferral Receipt Date"), provided that:

(a) A Deferral Receipt Date shall be not less than two (2) years following the date on which the Deferred Amount would otherwise be paid to the System Management Participant; and

(b) the Deferral Receipt Date shall in no event be later than the date on which the System Management Participant terminates employment unless such System Management Participant terminates employment with a System Company due to (i) retirement in accordance with the terms and conditions of the Entergy Corporation-sponsored qualified defined benefit plan in which the System Management Participant participates ("Retirement"); (ii) Retirement following the System Management Participant's long term disability under the Entergy Corporation-sponsored long-term disability plan in which the System Management Participant participates ("Long-Term Disability"); or (iii) a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries), in which case deferral can be postponed beyond termination of employment, but in no event later than death.

12.3 Deferral Election Procedure. Each Deferral Election shall be effective upon its execution and delivery to the Committee (or its delegate), provided such delivery is made in accordance with the time or times specified in subsection 12.1(b). Once made, a Deferral Election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously deferred benefits (each, a "Successive Deferral Election") to a subsequent Deferral Receipt Date may be made in writing by a System Management Participant by execution and delivery of an appropriate written election to the Committee (or its delegate), provided always that:

(a) No Successive Deferral Election may be made if the existing Deferral Receipt Date is less than six months from the date of delivery to the Committee (or its delegate) of such election;

(b) A subsequent Deferral Receipt Date shall be not less than two (2) years following the date at which the System Management Participant makes a Subsequent Deferral Election under this section; and

(c) No Successive Deferral Election may be made following the System Management Participant's termination of employment unless the System Management Participant terminates employment with a System Company due to Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral can be postponed beyond termination of employment, but in no event later than death.

The Committee shall have the sole and exclusive authority and discretion to establish rules, regulations and procedures for the execution and delivery of any Deferral Election (including any Successive Deferral Election) and may condition such elections in any manner that such Committee deems necessary, appropriate or desirable including, without limitation, the complete authority and discretion to delay the effective date of any Deferral Election (including any Successive Deferral Election) or to reject any such Deferral Election (including any Successive Deferral Election) as the Committee deems necessary, appropriate or desirable in order to maintain the orderly and accurate administration of the Plan. If the effective date of the Deferral Election (including any Successive Deferral Election) is delayed pursuant to such authority, the Committee shall notify the System Management Participant of such delay and advise the System Management Participant of the anticipated effective date of such election.

12.4 Forfeiture of Deferred Amounts. Each Deferral Election (including any Successive Deferral Election) shall remain subject to limitations or forfeitures of benefits for (a) breach of any of the conditions of receipt of any Award under the Plan and (b) failure of System Management Participant to satisfy any of the conditions necessary to receipt of any Deferrable Benefit.

12.5    Payment of Deferred Amounts. Commencing with the effective date of a System Management Participant's Deferral Election and until the corresponding Deferral Receipt Date, the applicable Deferred Amount shall either be: (i) accounted for as units (including fractional units) of Common Stock, the number of such units being based on the value of a share of Common Stock on the effective date of such Deferral Election, or (ii) deferred into such deemed investment options, if any, under the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries (the "EDCP") as the Committee or its delegee deems appropriate. Units that are the subject of such Deferral Election shall be credited with dividend equivalent amounts equal to all dividends paid with respect to a share of Common Stock during the Deferral Election period and, if applicable, any Successive Deferral Election period(s) ("Dividend Equivalents"). All Dividend Equivalents will be reinvested in additional units as of the payment date of the dividend in respect of which they are awarded. If the Participant has chosen to keep the Deferred Amount in Units, as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date with respect to a Deferred Amount, the Employer shall pay to the System Management Participant in cash, an amount equal to (i) the Fair Market Value of a share of Common Stock on the Deferral Receipt Date, multiplied by the number of units then credited to the System Management Participant's account (including units awarded in respect of reinvested Dividend Equivalents) with respect to such Deferred Amount, less (ii) all applicable estimated federal and state income and employment tax amounts required to be withheld in connection with such payment. Notwithstanding Section 12.6 to the contrary, Deferred Amounts that are deferred under the EDCP shall be paid to a System Management Participant in accordance with the terms of the EDCP.

12.6 Acceleration of Deferred Amounts.

1. Acceleration on Death. Notwithstanding an irrevocable Deferral Election (including any Successive Deferral Election), if a System Management Participant dies, all of System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of System Management Participant's Deferred Amounts (net of any amounts required to be withheld for federal and state income tax) shall be paid in accordance with the terms of this Plan to any Beneficiary.

(b) Hardship Distributions. At any time a System Management Participant may apply to the Committee for a special distribution of all or any part of his Deferred Amounts valued as of the date of his application on account of an immediate and heavy financial need arising from one or more of the following, or similar, events:

1. uninsured medical costs resulting from and accident, injury or illness to the System Management Participant and/or members of his immediate family;

2. to prevent the foreclosure or eviction from the System Management Participant's primary residence;
3. funeral expenses for an immediate family member of the System Management Participant;
4. substantial casualty losses; or
5. any other emergency conditions in the System Management Participant's financial affairs.

The office of the Senior Vice-President, Human Resources and Administration for Entergy Services, Inc., on behalf of the Committee, shall consider the circumstances of each such case and the best interest of the System Management Participant and his family and shall have the right, in its sole discretion, if applicable, to allow such a special distribution, or if applicable, to direct a distribution of part of the amount requested or to refuse to allow any distribution. Upon determination that such a special distribution shall be granted, the System Management Participant's employer shall make the appropriate distribution to the System Management Participant from its general assets in respect of the System Management Participant's Deferred Amounts and the Administrator shall accordingly reduce or adjust the Deferred Amounts credited to the Participant. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Deferred Amounts. For purpos es of this Section, the value of the Participant's Deferred Amounts shall be determined as of the date of the Participant's application for the special distribution.

(c) Acceleration Subject to Penalty. Notwithstanding the existence in force, with respect to a System Management Participant, of one or more irrevocable Deferral Elections or Successive Deferral Elections, such System Management Participant may require the immediate payment to the System Management Participant of any of the System Management Participant's Deferred Amounts, as determined in accordance with Section 12.5, but substituting the actual payment date for System Management Participant's Deferral Receipt Date, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on each such accelerated Deferred Amount (prior to withholding for taxes) of ten percent (10%). Such penalty amount shall for all purposes be deemed canceled and not paid to the System Management Participant.

4. Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a System Management Participant, of one or more irrevocable Deferral Elections or Successive Deferral Elections, if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that Deferred Amounts constitute taxable income to the System Management Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Amounts are scheduled to be distributed to the System Management, such System Management Participant may require the immediate payment to the System Management Participant of such Deferred Amounts, as determined in accordance with Section 12.5 but substituting the actual payment date for System Management Participant's Deferral Receipt Date, that are held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 12.7(d), the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if such claim is upheld by a court of final jurisdiction, or if the Employer, or the System Management Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the System Management Participant or his beneficiary, fails to appeal a decision of the Internal Revenue Service or corresponding state income tax authority, or a court of applicable jurisdiction with respect to such claim, to an appropriate appeals authority or to a court of higher jurisdiction, within the appropriate time period.

12.7 Deferral under the EDCP. Subject to the terms and conditions, and according to the procedures, of the EDCP, any amounts payable to Participants under this EOP may be deferred under the EDCP.

EX-10 6 a10b.htm

Exhibit 10(b)

EXECUTIVE ANNUAL INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003)

Entergy Corporation, a Delaware corporation, hereby amends and restates its Executive Annual Incentive Plan, effective January 1, 2003, as applicable to Performance Periods beginning on or after such date. The Plan permits annual cash awards to System Management Level Employees, based on the achievement of pre-established Performance Goals. The Plan shall remain in effect until terminated as herein provided.

ARTICLE I. PLAN PURPOSES

The purposes of the Plan are to (a) provide incentives to achieve annual goals that are within System, Business Unit and/or individual control and are considered key to the Company's success; (b) reward performance with pay that varies in relation to the extent to which the pre-established performance goals are achieved; and (c) ensure that all amounts paid under the Plan to Covered Participants are "qualified performance based compensation" within the meaning of Code Section 162(m).

ARTICLE II. DEFINITIONS

The terms defined in this Article II shall, for all purposes of this Plan, have the meanings herein specified, unless the context expressly, or by necessary implication, requires otherwise:

1. "Actual Award" shall mean the actual dollar amount paid to a Participant pursuant to the Plan.
2. "Award Opportunity" shall mean the various levels of incentive award pay out opportunities that a Participant may earn under the Plan, as established by the Committee.
3. "Base Salary" shall mean, as to any specific Performance Period, the actual base salary paid by a System Company employer to a Participant as an Employee during such Performance Period. Base Salary (a) shall not be reduced by the amount, if any, of any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of a System Company or pursuant to any deferred compensation arrangements; and (b) shall be calculated exclusive of any payments under this Plan or other incentive plans, programs or arrangements, bonus payments, overtime, severance payments, or other special awards.
4. "Board" shall mean the Board of Directors of the Company.
5. "Business Unit" shall mean a division or department of a System Company, or any combination of System Companies, divisions or departments thereof.
6. "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendment or successor provisions to such section and any regulations under such section.
7. "Committee" shall mean the Personnel Committee of the Board, or such other committee as determined by the Board, which Committee shall be comprised solely of two or more outside Directors of the Company, within the meaning of Code Section 162(m), who are also independent Directors within the meaning of applicable New York Stock Exchange rules, as amended, and any successor or amended rule, regulation or statute fulfilling the same or similar function.
8. "Company" shall mean Entergy Corporation and any successor.
9. "Covered Participant" shall mean a Participant who is a "covered employee" as defined in Code Section 162(m), or who the Committee believes will be such a "covered employee" for a Performance Period.
10. "Director" shall mean an individual elected to the Board by the shareholders of the Company.
11. "Employee" shall mean a full-time, salaried employee of a System Company. The term "Employee" shall not include a person retained as an independent contractor, leased employee, consultant or a person otherwise designated by the Company at the time of hire as not eligible to participate in the Plan, even if such person is determined to be an "employee" by any governmental or judicial authority.
12. "Maximum Award Level" shall mean the maximum Award Opportunity, as established by the Committee, intended to reward outstanding performance.
13. "Minimum Award Level" shall mean the minimum Award Opportunity, as established by the Committee.
14. "OCE" shall mean shall mean the Office of Chief Executive, as time to time composed, which shall consist of such members appointed by, and to serve at the pleasure of, the Chief Executive Officer of Company.
15. "Operating Cash Flow" shall mean the amount of operating cash flow for any given Performance Period, as determined by the Committee based on the Company's financial statements and in accordance with generally accepted accounting principles.
16. "Participant" shall mean a System Management Level Employee of a System Company approved for participation by the Committee.
17. "Performance Goals" shall mean the goals established by the Committee, against which a Participant's performance shall be measured to determine if an Actual Award is payable under the Plan.
18. "Performance Period" shall mean the Plan Year, or such other period as may be established by the Committee, during which time the performance of Participants shall be measured.
19. "Plan" shall mean this Executive Annual Incentive Plan, as amended and restated, or if hereafter amended or supplemented, as so amended or supplemented.
20. "Plan Year" shall mean the calendar year.
21. "System" shall mean the group of corporations composed of the System Companies.
22. "System Company" shall mean (a) Company; (b) any corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Company; and (c) any partnership or trade or business which is eighty percent (80%) or more controlled, directly or indirectly, by Company.
23. "System Management Level" shall mean the applicable management level set forth below:

1. System Management Level 1 ( Chief Executive Officer);
2. System Management Level 2 (Presidents and Executive Vice Presidents within the System);
3. System Management Level 3 (Senior Vice Presidents within the System); and
4. System Management Level 4 (Vice Presidents within the System).

1. "Target Award Level" shall mean the target Award Opportunity, as established by the Committee, intended to reward performance at the targeted level.

ARTICLE III. Construction

1. Gender and Number. The masculine pronoun whenever used in the Plan shall include the feminine. Similarly, the feminine pronoun whenever used in the Plan shall include the masculine as the context or facts may require. Whenever any words are used herein in the singular, they shall be construed as if they were also used in the plural in all cases where the context so applies.
2. Captions. The captions to the articles and sections of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
3. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
4. Controlling Law. The Plan and all related documents shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed to consent to this provision.
5. No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment between any Participant and any System Company or other party. Nothing in the Plan shall interfere with or limit in any way the right of any System Company employer to terminate any Employee's System employment at any time, nor confer upon any Employee any right to continue in the employ of any System Company employer.

ARTICLE IV. ELIGIBILITY AND PARTICIPATION

1. Eligibility. In order to be eligible to participate in the Plan for a Performance Period, an individual must be (a) an Employee; (b) hired before the commencement of the last quarter of the Performance Period and (c) except for death, disability, retirement and certain other status changes during the Performance Period (which shall be addressed by administrative guidelines implemented by Company's Senior Vice-President, Human Resources & Administration), employed at a System Management Level on the last day of the Performance Period.
2. No Right to Participation. No Employee shall have a right to participate in the Plan, regardless of prior participation in the Plan.
3. Participants. Prior to, or within the first 90 days of, the commencement of each Performance Period, the Committee shall approve Participants from those Employees meeting the eligibility requirements of the Plan, considering such factors as the degree to which the Employee is responsible for establishing the strategic direction of the Company and/or Business Units, executing tactical action plans, or achievement of bottom line results.
4. Status Change During Performance Period. No Actual Awards shall be payable to an individual who, prior to the end of the Performance Period, separates from employment for reasons other than death, retirement or disability. In the event, during a Performance Period, of a Participant's promotion to a System Management Level, promotion or demotion among System Management Levels, death, disability or retirement, eligibility for Actual Awards shall be determined pursuant to administrative guidelines implemented pursuant to this Plan by Company's Senior Vice-President, Human Resources & Administration.

ARTICLE V. DETERMINATION OF AWARDS

1. Timing of Establishment of Performance Goals. For each Performance Period, the Committee shall establish, in writing, System, Business Unit and/or individual ranges of attainment of Performance Goals for the Performance Period; provided, however, that with respect to Covered Participants, such Performance Goals for the Performance Period shall be established no later than 90 days after the commencement of each Performance Period or such later date as may be permitted under Code Section 162(m).
2. Performance Goals. The following provisions shall apply to the establishment of Performance Goals for any Performance Period:

1. Each Performance Goal range shall include a level of performance at which one hundred percent (100%) of the Target Incentive Level may be earned.
2. Each range shall include levels of performance above and below the one hundred percent (100%) performance level at which a greater or lesser percent of the Target Incentive Level may be earned.
3. Subject to Section 5.05 herein, the Committee may establish Performance Goals based on one or any combination of the following business criteria: EBITDA, EBIT, net income, earnings per share, operating cash flow, cash flow, return on equity, sales, budget achievement, productivity, price of Entergy Corporation stock, market share, total return to shareholder, return on capital, net cash flow, cash available to parent, net operating profit after taxes (NOPAT), economic value added (EVA), expense spending, O&M expense, expense, O&M or capital/kwh, capital spending, gross margin, net margin, market capitalization, market value, debt ratio, equity ratio, return on assets, profit margin, customer growth or customer satisfaction. The Performance Goals may be stated in terms of absolute levels or relative to another company or companies or to an index or indices. Both the Performance Goals established by the Committee and the results for any Performance Period may be adjusted to ref lect capital changes and may exclude unusual or nonrecurring events, including extraordinary items, changes in accounting principles, discontinued operations, acquisitions, divestitures and material restructuring charges.
4. All Awards to Covered Participants under this Plan shall be further subject to such other conditions, restrictions, and requirements as the Committee may deem necessary to comply with the Code Section 162(m).

3. Award Opportunities. For each Performance Period, the Committee shall establish in writing Award Opportunities that correspond to various levels of achievement of the pre-established Performance Goals, such that the level of achievement of the pre-established Performance Goals at the end of the Performance Period shall determine the Actual Awards; provided, however, that with respect to Covered Participants, such Award Opportunities shall be established no later than 90 days after the commencement of each Performance Period. The established Award Opportunities may vary in relation to the System Management Level of each Participant or among Participants at the same System Management Level. Except as provided in Section 5.05, Award Opportunities for Participants shall be established as a function of each Participant's Base Salary. The Committee may establish minimum levels of Performance Goal achievement, below which no Participant shall receive an Actual Award.
4. No Mid-Year Changes in Award Opportunities. Except as provided in 5.05 herein, each Participant's Actual Award shall be based exclusively on the Award Opportunities established by the Committee pursuant to Section 5.03.
5. Potential Modifications. In the event that changes are made to Code Section 162(m) or the regulations thereunder (or their interpretation) to permit greater flexibility with respect to any Award Opportunities under the Plan, the Committee may exercise such greater flexibility consistent with the terms of the Plan and, to the extent of such changes, without regard to otherwise applicable restrictive provisions of the Plan.
6. Determination of Actual Awards. Following the completion of each Performance Period, if the Performance Goals were met, the Committee shall certify in writing prior to payment of Actual Awards that the Performance Goals for such Performance Period were satisfied. Actual Awards under this Plan to a Covered Participant with respect to a relevant Performance Period shall be contingent upon the attainment of the Performance Goals that are applicable to such Covered Participant, as certified by the Committee. Approved minutes of the Committee may be used for this purpose.
7. Computation of Actual Awards. Actual Awards shall be computed and paid based on the attainment of the pre-established Performance Goals. With respect to a Performance Period, funding for Actual Awards to Covered Participants shall not exceed 1% of Operating Cash Flow during such Performance Period. In addition, with respect to a Performance Period, no more than .5% of Operating Cash Flow during such Performance Period shall be allocated to a single Covered Participant. Amounts in excess of the limits set forth in this Section 5.07 shall be disallowed and shall not be carried over for payment to Covered Participants in a subsequent Performance Period.
8. Award Adjustments. The Committee shall have the discretion to reduce or eliminate the amount of a Participant's Actual Award otherwise payable under the Plan. The Committee shall have no discretion to increase any Actual Award to a Covered Participant.

ARTICLE VI. PAYMENT OF ACTUAL AWARDS

1. Timing and Form of Payment. No Participant shall be vested in Actual Awards, nor Actual Awards made, prior to the end of the applicable Performance Period. Unless a deferral election is made by a Participant pursuant to Section 6.02 or is required under Section 6.03, a Participant's Actual Award shall be paid in cash as soon as practicable after the end of the Performance Period and approval of the Actual Award in writing by the Committee.
2. Voluntary Deferral of Actual Awards. A Participant may defer receipt of some or all payments otherwise due under the Plan pursuant to the terms of any deferred compensation plan sponsored by the Company or by any System Company under which such deferral is permitted.
3. Required Deferral. In the event that all or a portion of a Covered Participant's Actual Award is not deductible by the Company due to limits contained in Code Section 162(m), the Committee may, in its discretion, require that payment of the nondeductible portion of such Actual Award be deferred under a deferred compensation plan sponsored by the Company or by any System Company under which such deferral is permitted.

VII. ADMINISTRATION

1. Committee Authority. The Plan shall be administered by the Committee, which, in addition to the other powers set forth herein, shall have the full power, subject to, and within the limits of the Plan, to:

1. make all determinations and interpretations and approve all rules as may be necessary or advisable for the administration of the Plan, including, but not limited to, those necessary to resolve any ambiguities with respect to any of the terms and provisions of the Plan;
2. exercise all powers and perform such acts in connection with the Plan as are deemed necessary or appropriate to promote the best interests of the System;
3. determine the size and types of Award Opportunities and Actual Awards;
4. determine the terms and conditions of Award Opportunities in a manner consistent with the Plan;
5. construe and interpret the Plan and any agreement or instrument entered into under the Plan;
6. establish, amend or waive rules and regulations for the Plan's administration; and
7. subject to the provisions of Article V, amend the terms and conditions of any outstanding Award Opportunity to the extent such terms and conditions are within the sole discretion of the Committee as provided in the Plan.

2. Authorized Agents. The Committee may authorize one or more of its members or any officer of Entergy Corporation, to execute and deliver documents on behalf of the Committee, including administrative guidelines for this Plan.
3. Binding Decisions. All determinations and decisions of the Committee as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all parties.

ARTICLE VIII. AMENDMENT AND TERMINATION

1. The Committee may amend, suspend, or terminate the Plan or any portion thereof at any time; provided, if exemption from Code Section 162(m) deduction limits is to be continued, such amendment is made with shareholder approval if shareholder approval is necessary to comply with any tax, regulatory or exchange requirement, including for these purposes, the requirements for the performance-based compensation exception under Code Section 162(m).

ARTICLE IX. MISCELLANEOUS

1. Nontransferability. No right or interest of any Participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge and bankruptcy. In the event of a Participant's death, any payment to which the Participant may be entitled shall be made to the Participant's designated beneficiary, or in the absence of such designation, to the Participant's estate.
2. Tax Withholding. A System Company shall have the right to deduct from all payments under the Plan any foreign, federal, state or local income or other taxes required by law to be withheld with respect to such payments. Before payment of any Actual Award may be deferred under Article VI, a System Company may require that the Participant pay or agree to withholding for any foreign, federal, state or local income or other taxes which may be imposed on any amount deferred.
3. Non-uniform Determinations. The Committee's determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount, and timing of such payments, the terms and provisions of such payments, and the agreement evidencing same) need not be uniform and may be made selectively among persons who receive, or are eligible to receive, Actual Awards under the Plan, whether or not such persons are similarly situated.
4. Interaction with Retirement Plan. Payments under the Plan shall not constitute earnings for the purposes of any retirement plan, unless so specified in such retirement plan.
5. No Funding. A System Company shall have no obligation to reserve or otherwise fund in advance any amounts which are or may in the future become payable under this Plan. Any funds, which a System Company acting in its sole discretion determines to reserve for future payments under this Plan, may be commingled with other funds of the System Company and need not in any way be segregated from other assets or funds held by the System Company.
6. Successors. All obligations of a System Company under the Plan shall be binding upon and inure to the benefit of any successor of such System Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the System Company.
7. Other Plans. Nothing contained in this Plan shall prevent the Committee or the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

EX-99 7 a99a.txt

Exhibit 99(a) Entergy Arkansas, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest Charges $96,685 $97,023 $101,600 $109,523 $103,210 $100,054 Interest applicable to rentals 15,511 17,289 16,449 14,563 12,762 12,650 ------------------------------------------------------- Total fixed charges, as defined 112,196 114,312 118,049 124,086 115,972 112,704 Preferred dividends, as defined (a) 16,763 17,836 13,479 12,348 11,869 12,506 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $128,959 $132,148 $131,528 $136,434 $127,841 $125,210 ======================================================= Earnings as defined: Net Income $110,951 $69,313 $137,047 $178,185 $135,643 $139,949 Add: Provision for income taxes: Total 71,374 54,012 100,512 105,933 71,404 81,896 Fixed charges as above 112,196 114,312 118,049 124,086 115,972 112,704 ------------------------------------------------------- Total earnings, as defined $294,521 $237,637 $355,608 $408,204 $323,019 $334,549 ======================================================= Ratio of earnings to fixed charges, as defined 2.63 2.08 3.01 3.29 2.79 2.97 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.28 1.80 2.70 2.99 2.53 2.67 ======================================================= - ------------------------ (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-99 8 a99b.txt

Exhibit 99(b) Entergy Gulf States, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest charges $178,220 $153,034 $158,949 $174,368 $144,840 $147,627 Interest applicable to rentals 16,927 16,451 18,307 18,520 16,483 16,849 ------------------------------------------------------- Total fixed charges, as defined 195,147 169,485 177,256 192,888 161,323 164,476 Preferred dividends, as defined (a) 32,031 29,355 15,742 13,017 6,190 5,902 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $227,178 $198,840 $192,998 $205,905 $167,513 $170,378 ======================================================= Earnings as defined: Income (loss) from continuing operations before extraordinary items and the cumulative effect of accounting changes $46,393 $125,000 $180,343 $179,444 $174,078 $179,165 Add: Income Taxes 31,773 75,165 103,603 82,038 65,997 62,369 Fixed charges as above 195,147 169,485 177,256 192,888 161,323 164,476 ------------------------------------------------------- Total earnings, as defined (b) $273,313 $369,650 $461,202 $454,370 $401,398 $406,010 ======================================================= Ratio of earnings to fixed charges, as defined 1.40 2.18 2.60 2.36 2.49 2.47 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.20 1.86 2.39 2.21 2.40 2.38 ======================================================= (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-99 9 a99c.txt

Exhibit 99(c) Entergy Louisiana, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $122,890 $117,247 $111,743 $116,076 $100,667 $96,923 Interest applicable to rentals 9,564 9,221 6,458 7,951 6,496 6,571 ------------------------------------------------------ Total fixed charges, as defined 132,454 126,468 118,201 124,027 107,163 103,494 Preferred dividends, as defined (a) 20,925 16,006 16,102 12,374 10,647 10,500 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $153,379 $142,474 $134,303 $136,401 $117,810 $113,994 ====================================================== Earnings as defined: Net Income $179,487 $191,770 $162,679 $132,550 $144,709 $159,022 Add: Provision for income taxes: Total Taxes 109,104 122,368 112,645 86,287 84,765 91,042 Fixed charges as above 132,454 126,468 118,201 124,027 107,163 103,494 ------------------------------------------------------ Total earnings, as defined $421,045 $440,606 $393,525 $342,864 $336,637 $353,558 ====================================================== Ratio of earnings to fixed charges, as defined 3.18 3.48 3.33 2.76 3.14 3.42 ====================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.75 3.09 2.93 2.51 2.86 3.10 ====================================================== - ------------------------ (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-99 10 a99d.txt

Exhibit 99(d) Entergy Mississippi, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $40,927 $38,840 $44,877 $50,991 $45,464 $47,318 Interest applicable to rentals 1,864 2,261 1,596 1,849 1,916 1,892 ------------------------------------------------------ Total fixed charges, as defined 42,791 41,101 46,473 52,840 47,380 $49,210 Preferred dividends, as defined (a) 4,878 4,878 5,347 4,674 4,490 4,510 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $47,669 $45,979 $51,820 $57,514 $51,870 $53,720 ======================================================= Earnings as defined: Net Income $62,638 $41,588 $38,973 $39,620 $52,408 $58,895 Add: Provision for income taxes: Total income taxes 28,031 17,537 22,868 20,464 17,846 21,299 Fixed charges as above 42,791 41,101 46,473 52,840 47,380 49,210 ------------------------------------------------------- Total earnings, as defined $133,460 $100,226 $108,314 $112,924 $117,634 $129,404 ======================================================= Ratio of earnings to fixed charges, as defined 3.12 2.44 2.33 2.14 2.48 2.63 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.80 2.18 2.09 1.96 2.27 2.41 ======================================================= - ------------------------ (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-99 11 a99e.txt

Exhibit 99(e) Entergy New Orleans, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined Fixed Charges and Preferred Dividends March 31, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $14,792 $14,680 $15,891 $19,661 $27,950 $28,156 Interest applicable to rentals 1,045 1,281 1,008 977 1,043 1,014 --------------------------------------------------- Total fixed charges, as defined 15,837 15,961 16,899 20,638 28,993 29,170 Preferred dividends, as defined (a) 1,566 1,566 1,643 2,898 2,736 2,742 --------------------------------------------------- Combined fixed charges and preferred dividends, as defined $17,403 $17,527 $18,542 $23,536 $31,729 $31,912 =================================================== Earnings as defined: Net Income $16,137 $18,961 $16,518 ($2,195) ($230) (617) Add: Provision for income taxes: Total 10,042 13,030 11,597 (4,396) (422) (725) Fixed charges as above 15,837 15,961 16,899 20,638 28,993 29,170 --------------------------------------------------- Total earnings, as defined $42,016 $47,952 $45,014 $14,047 $28,341 $27,828 =================================================== Ratio of earnings to fixed charges, as defined 2.65 3.00 2.66 0.68 0.98 0.95 =================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.41 2.74 2.43 0.60 0.89 0.87 =================================================== - ------------------------ (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 September 30, 2002 were not adequate to cover combined fixed charges and preferred dividends by $13.6 million and $16.3 million, respectively.

EX-99 12 a99f.txt

Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges March 31, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $116,060 $147,982 $118,519 $138,018 $76,639 $76,021 Interest applicable to rentals 5,189 3,871 5,753 4,458 3,250 3,224 --------------------------------------------------------- Total fixed charges, as defined $121,249 $151,853 $124,272 $142,476 $79,889 $79,245 ========================================================= Earnings as defined: Net Income $106,476 $82,375 $93,745 $116,355 $103,352 100,359 Add: Provision for income taxes: Total 77,263 53,851 81,263 43,761 76,177 76,401 Fixed charges as above 121,249 151,853 124,272 142,476 79,889 79,245 --------------------------------------------------------- Total earnings, as defined $304,988 $288,079 $299,280 $302,592 $259,418 $256,005 ========================================================= Ratio of earnings to fixed charges, as defined 2.52 1.90 2.41 2.12 3.25 3.23 =========================================================

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EX-4

Exhibit 4(c)

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 April 10, 2002, 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 second series to be issued under the Indenture shall be designated "6.17% 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 aggregate principal amount of $72,000,000.
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:
1. 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 publi c accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or
2. 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:
1. 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 subsidiar ies 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.
2. 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 Subsidiari es that 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 su ch 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.

3. 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;
4. 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 sub surface 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
5. 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:
1. 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
2. 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 i n 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
3. 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 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 who is an employee of suc h 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. 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 any 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. 2, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 27^th day of March, 2003.

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-                                                                                                                                                                     & nbsp;                                                                   PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

6.17% 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 September 15, 2003 (each an Interest Payment Date) at the rate of 6.17% 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 6.17% per annum. Interest on the Securities of this series will accrue from, and include, March 27, 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 Resolution and Officer's Certificate filed with the Trustee on March 27, 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 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 their 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 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 Outstanding in respec t 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(d)

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 April 10, 2002, 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 third series to be issued under the Indenture shall be designated "7.06% Senior Notes due March 15, 2011" (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 aggregate principal amount of $86,000,000.
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, 2011.
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:
1. 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 publi c accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or
2. 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, wi th 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 that 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 subsidiarie s 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 (in cluding, 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; 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 action s 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 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 who 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. 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 any 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. 3, have been complied with.

IN WITNESS WHEREOF, I have executed this Officer's Certificate this 27^th day of March, 2003.

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-                                                                                                                                                                     & nbsp;                                                               PPN:________________

[FORM OF FACE OF SENIOR NOTE]

ENTERGY CORPORATION

7.06% SENIOR NOTES DUE MARCH 15, 2011

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, 2011, and to pay interest on said principal sum semi-annually on March 15 and September 15 of each year commencing September 15, 2003 (each an Interest Payment Date) at the rate of 7.06% 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 7.06% per annum. Interest on the Securities of this series will accrue from, and include, March 27, 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 Resolution and Officer's Certificate filed with the Trustee on March 27, 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 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 their 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 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 Outstanding in respec t 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-10

Exhibit 10(a)

1998 EQUITY OWNERSHIP PLAN
OF
ENTERGY CORPORATION AND SUBSIDIARIES
(As Amended and Restated Effective for Grants and Elections After February 13, 2003)

ARTICLE I
PURPOSE

1.1    Purpose. The purpose of this 1998 Equity Ownership Plan of the Entergy Corporation and Subsidiaries (the "Plan") is to give key employees and outside directors of Entergy Corporation (or "Entergy" as defined in Section 2.5 below) and corporations with respect to which Entergy owns, or directly or indirectly controls, the majority of the combined voting power ("Subsidiaries") (hereinafter Entergy and Subsidiaries shall be collectively referred to as "Companies") an opportunity to acquire shares of Common Stock (as defined in Section 2.3 below), to more closely tie the interests of key employees and outside directors to those of Entergy shareholders and to reward the effective leadership of the Companies through the use of equity incentives.

1. 2 Scope and Duration

(a) Awards under the Plan may be granted in the following forms:

(i) Options ("Options") as described in Article V, including, without limitation, Incentive Stock Options ("Incentive Stock Options") as provided in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and related equity maintenance rights as described in Article V;

(ii) Shares of Common Stock of Entergy which are restricted as provided in Article VI ("Restricted Shares");

(iii) Units which are subject to attainment of certain Performance Goals during a Performance Period as provided in Article VII ("Performance Units"); and

(iv) Equity Awards and related benefits as described in Article VIII ("Equity Awards").

(b) Subject to Section 10.1, the maximum aggregate of fifteen million (15,000,000) shares of Common Stock shall be available for delivery pursuant to Awards (as defined in Section 2.1) of Options, Restricted Shares, Performance Units, Equity Awards or Additional Equity Awards granted from time to time under the Plan. Shares of Common Stock delivered under this Plan shall be authorized but unissued shares or open market shares of Entergy. Shares of Common Stock purchased on the open market shall be purchased and held, in such manner, as from time to time determined by the Committee, so that such shares are not returned to the status of authorized but unissued shares of Entergy but are available for Awards under the Plan. Shares of Common Stock covered by Awards which are not earned, or which are forfeited or terminated for any reason, and Options which expire unexercised or which are exchanged for other Awards, shall again be available for subsequent Awards under the Plan. Shares receive d in connection with the exercise of Options by delivery of other shares of Common Stock, and shares related to that portion of an Award utilized for the payment of withholding taxes shall again be available for Awards under the Plan. Shares of Common Stock which are surrendered by reason of forfeiture, or which are received in connection with the exercise of Options by delivery of other shares of Common Stock, shall be held by such person or persons (including, but not limited to, Entergy, any Subsidiary, or any employee or agent thereof, or any agent of the Plan), and in such manner, as from time to time shall be directed by the Committee, so that such shares are not returned to the status of authorized but unissued shares of Entergy, but are available for subsequent Awards under the Plan. Except to the extent used for the payment of withholding taxes, cash dividends or cash dividend equivalents, any Award, or portion thereof, which is settled in cash shall be applied against the maximum allocation of shar es. Shares of Common Stock that are delivered to a Participant under the Plan as a result of the reinvestment of cash dividends or dividend equivalents in conjunction with Awards shall be applied against the maximum allocation of shares.

ARTICLE II
DEFINITIONS

The following words and phrases shall have the respective meanings under the Plan as hereinafter set forth unless the context clearly requires a different meaning:

2.1    "After Tax Net Profit" shall mean the total dollar value of the shares exercised under an Option at the time of exercise, minus the total of (i) the exercise price of the Option, and (ii) the amount of all applicable federal, state and local income tax, employment tax and other similar fees that must be withheld in connection with the exercise.

2.2    "Award" shall mean the beneficial interest in or right to any Option, Restricted Shares, Performance Units or Equity Awards granted from time to time under the Plan by the Committee subject to such restrictions, terms and conditions as the Committee may determine.

2.3    "Board" shall mean the Board of Directors of Entergy Corporation.

2.4    "Cause" shall mean:

1. willful and continuing failure by System Management Participant to substantially perform System Management Participant's duties (other than such failure resulting from the System Management Participant's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the System Management Participant) that has not been cured within 30 days after a written demand for substantial performance is delivered to the System Management Participant by the board of directors of the Employer, which demand specifically identifies the manner in which the board believes that the System Management Participant has not substantially performed the System Management Participant's duties; or
2. the willful engaging by the System Management Participant in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or
3. conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may have a material adverse affect on System Management Participant's ability to carry out System Management Participant's duties or upon the reputation of any System Company; or
4. a material violation by System Management Participant of any agreement System Management Participant has with a System Company; or
5. unauthorized disclosure by System Management Participant of the confidences of any System Company.

For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on System Management Participant's part shall be deemed "willful" unless done, or omitted to be done, by System Management Participant not in good faith and without reasonable belief that System Management Participant's act, or failure to act, was in the best interest of Employer.

2.5    "Change in Control" shall mean:

1. the purchase or other acquisition by any person, entity or group of persons, acting in concert within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 ("Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 25 percent or more of either the shares of common stock outstanding immediately following such acquisition or the combined voting power of Entergy Corporation's voting securities entitled to vote generally and outstanding immediately following such acquisition, other than any such purchase or acquisition in connection with a Non-CIC Merger (defined in subsection (2) below);
2. the consummation of a merger or consolidation of Entergy Corporation, or any direct or indirect subsidiary of Entergy Corporation with any other corporation, other than a Non-CIC Merger, which shall mean a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
3. the stockholders of Entergy Corporation approve a plan of complete liquidation or dissolution of Entergy Corporation or there is consummated an agreement for the sale or disposition by Entergy Corporation of all or substantially all of Entergy Corporation's assets; or
4. any change in the composition of the Board such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 1, 2000 or whose appointment, election or nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof.

Provided, however, that no Change in Control shall be deemed to occur solely by virtue of (i) the insolvency or bankruptcy of Entergy Corporation; or (ii) the transfer of assets of Entergy Corporation to an affiliate of Entergy Corporation, provided such affiliate assumes the obligations of the Plan and agrees to continue uninterrupted the rights of the System Management Participants under the Plan; or (iii) the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of Entergy Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of Entergy Corporation immediately following such transaction or series of transactions.

2.6    "Change in Control Period" shall mean the period commencing ninety (90) days prior to and ending twenty-four (24) calendar months following a Change in Control.

2.7    "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendment or successor provisions to such section and any regulation under such section.

2.8 "Committee" shall mean the Committee provided for in Section 3.1.

2.9 "Common Stock" shall mean shares of common stock of Entergy Corporation and the common stock of any successor corporation by merger or reorganization.

2.10    "Covered Participant" shall mean a Participant who is a "covered employee" as defined in Section 162(m)(3) of the Code, and the regulations promulgated thereunder, or who the Committee believes will be such a covered employee for a Plan Year, and who the Committee believes will have remuneration in excess of $1,000,000 for the applicable period, as provided in Section 162(m) of the Code.

2.11 "Employer" shall, except as otherwise determined by the Committee, mean, with respect to a given Participant and a given Award, Entergy or the Subsidiary for whom such Participant is employed at the time an Award is granted under this Plan.

2.12 "Entergy" shall mean Entergy Corporation, a Delaware corporation, and any successor of such corporation as a result of any reorganization or merger.

2.13 "Equity Award" shall mean an Award of a unit whose value is related to the value of shares of Common Stock but does not represent actual shares of Common Stock at the time such an Award is granted.

2.14 "Fair Market Value" shall mean the closing price of the Common Stock as reported on the New York Stock Exchange Composite Tape on the date the respective Award is granted or such other value as the Committee may determine represents the then current traded value of a share of Common Stock.

2.15"Good Reason" shall mean the occurrence, without the System Management Participant's express written consent, of any of the following events during the Change in Control Period:

1. the substantial reduction or alteration in the nature or status of the System Management Participant's duties or responsibilities from those in effect on the date immediately preceding the first day of the Change in Control Period, other than an insubstantial and inadvertent act that is remedied by the System Company employer promptly after receipt of notice thereof given by the System Management Participant and other than any such alteration primarily attributable to the fact that Entergy Corporation may no longer be a public company;
2. a reduction of 5% or more in System Management Participant's annual rate of base salary as in effect immediately prior to commencement of a Change in Control Period, which shall be calculated exclusive of any bonuses, overtime, or other special payments, but including the amount, if any, the System Management Participant elects to defer under: (i) a cash or deferred arrangement qualified under Code Section 401(k); (ii) a cafeteria plan under Code Section 125; (iii) the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, or any successor or replacement plan; and (iv) any other nonqualified deferred compensation plan, agreement, or arrangement in which the System Management Participant may hereafter participate or be a party;
3. requiring System Management Participant to be based at a location outside of the continental United States and other than his primary work location as it existed on the date immediately preceding the first day of the Change in Control Period, except for required travel on business of any System Company to an extent substantially consistent with the System Management Participant's present business obligations;
4. failure by System Company employer to continue in effect any compensation plan in which System Management Participant participates immediately prior to the commencement of the Change in Control Period which is material to System Management Participant's total compensation, including but not limited to compensation plans in effect, including stock option, restricted stock, stock appreciation right, incentive compensation, bonus and other plans or any substitute plans adopted prior to the Change in Control Period, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by System Company employer to continue System Management Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the System Management Participant's participation relative to other part icipants, as existed immediately prior to the Change in Control; or
5. failure by System Company employer to continue to provide System Management Participant with benefits substantially similar to those enjoyed by System Management Participant under any of the System Company's pension, savings, life insurance, medical, health and accident, or disability plans in which System Management Participant was participating immediately prior to the Change in Control Period; the taking of any other action by System Company employer which would directly or indirectly materially reduce any of such benefits or deprive System Management Participant of any material fringe benefit enjoyed by System Management Participant immediately prior to commencement of the Change in Control Period, or the failure by System Company employer to provide System Management Participant with the number of paid vacation days to which System Management Participant is entitled on the basis of years of service with the System in accordance with the System Company's normal vacation policy in e ffect at the time of the Change in Control.

System Management Participant's right to terminate his employment for Good Reason shall not be affected by System Management Participant's incapacity due to physical or mental illness. System Management Participant's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

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

2.17    "Operating Cash Flow" shall mean the amount of operating cash flow for any given Performance Period, as determined by the Committee based on the Company's financial statements and in accordance with generally accepted accounting principles.

2.18 "Options" shall mean any nonstatutory stock options or Incentive Stock Options (as defined in Section 5.2), or both, granted under the Plan.

2.19 "Participant" shall mean any key employee or outside director who is granted an Award under the Plan.

2.20 "Performance Goals" shall mean the goals for a Performance Period which are established by the Committee against which performance will be measured.

2.21 "Performance Period" shall mean the period designated by the Committee during which Performance Goals must be attained.

2.22 "Performance Units" shall mean units whose value is determined by the Committee which are awarded subject to attainment of Performance Goals during the applicable Performance Period.

2.23 "Plan" shall mean the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries, as from time to time amended.

2.24    "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

1. Entergy Corporation or any affiliate or subsidiary company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or
2. the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred; or
3. any System Company or any person or entity publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or
4. any person or entity becomes the beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time), either directly or indirectly, of securities of Entergy Corporation representing 20% or more of either the then outstanding shares of common stock of Entergy Corporation or the combined voting power of Entergy Corporation's then outstanding securities (not including in the calculation of the securities beneficially owned by such person or entity any securities acquired directly from Entergy Corporation or its affiliates).

2.25    "Qualifying Event" shall mean the occurrence of one of the following within the Change in Control Period:

1. The System Management Participant's employment is terminated by Employer other than for Cause; or
2. The System Management Participant terminates his System employment for Good Reason.

For purposes of this Plan, the following shall not constitute Qualifying Events:

(i) System Management Participant's death; or (ii) System Management Participant becoming disabled under the terms of the Entergy Corporation Companies' Benefits Plus Long Term Disability ("LTD") Plan.

2.26    "Restricted Shares" shall mean shares of Common Stock of Entergy Corporation which are awarded subject to restrictions on the holder's right to sell, transfer, pledge or assign such shares and with such other restrictions as the Committee may determine in accordance with the provisions of Article VI of the Plan.

2.27    "Restricted Share Units" shall mean an Equity Award that is subject to such restrictions on transfer and such forfeiture conditions as the Committee deems appropriate and shall be subject to the grant, dividend, forfeiture and other provisions of Article VI to the same extent as Restricted Shares, except that a Participant shall not be entitled to vote Restricted Share Units and payment in respect of Restricted Share Units may be settled in cash at the election of the Participant. The restrictions imposed upon an award of Restricted Share Units will lapse in accordance with the requirements specified by the Committee in the award agreement.

2.28    "System" shall mean Entergy Corporation and all System Companies and, except in determining whether a Change in Control has occurred, shall include any successor thereto.

2.29    "System Company" shall mean Entergy Corporation and any 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, and, except in determining whether a Change in Control has occurred, shall include any successor thereto.

2.30    "System Management Level" shall mean the applicable management level set forth below:

1. System Management Level 1 ( Chief Executive Officer and Chairman of the Board of Entergy Corporation);
2. System Management Level 2 (Presidents and Executive Vice Presidents within the System);
3. System Management Level 3 (Senior Vice Presidents within the System); and
4. System Management Level 4 (Vice Presidents within the System).

2.31    "System Management Participant" shall mean a Participant who, immediately prior to the commencement of a Change in Control Period, is (a) at one of the System Management Levels set forth in Section 2.30; and (b) for the purpose of Article XI, eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 12.3(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 12.3.

ARTICLE III
ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Personnel Committee or any successor thereto of the Board or such other committee as determined by the Board (the "Committee"). The Committee shall be comprised solely of two or more outside directors of the Board within the meaning of Section 162(m) of the Code and who are also non-employee directors within the meaning of Rule 16b-3, as amended, or other applicable rules under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or under any applicable rules of the New York Stock Exchange.

3.2 Powers of Committee. The Committee shall have plenary authority in its discretion, subject to and not inconsistent with the express provisions of this Plan:

(a) To grant Options, to determine the purchase price of the Common Stock covered by each Option, the term of each Option, the key employees and outside directors to whom, and the time or times at which Options shall be granted and the number of shares to be covered by each Option;

(b) To designate Options as nonstatutory stock options or Incentive Stock Options;

(c) To grant Restricted Shares and to determine the term of the Restricted Period (as defined in Article VI) and restrictions, forfeiture provisions and other conditions applicable to such Restricted Shares, the key employees and outside directors to whom, and the time or times at which, Restricted Shares shall be granted;

(d) To grant Performance Units and to determine the Performance Goals, Performance Period and other conditions applicable to such Performance Units, the key employees and outside directors to whom, and the time or times at which, Performance Units shall be granted;

(e) To grant or establish Equity Award Accounts pursuant to the terms of Article VIII, to determine restrictions related to such Equity Awards and any allocations to or distributions from such Equity Award Accounts, the key employees and outside directors to whom and the time or times when participation therein shall be permitted hereunder and the number of Equity Awards to be allocated to such Equity Award Accounts for Participants;

(f) To interpret the Plan subject to the terms of Section 3.4;

(g) To prescribe, amend and rescind rules and regulations relating to the Plan subject to the terms of Section 3.4;

(h) To determine the terms and provisions of the Options, Restricted Shares, Performance Units or Equity Award agreements (which need not be identical) and to cause the respective Employers to enter into such agreements with such Participants in connection with Awards under the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan.

3.3 Delegation of Duties. With the exception of the authority to grant Awards to persons subject to Sections 16(a) and 16(b) of the Exchange Act, to persons who are Covered Participants, or to make other determinations regarding such persons the Committee may delegate to one or more of its members or to one or more agents such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Committee may employ attorneys, consultants, accountants or other persons and the Committee, Entergy and its officers and directors shall be entitled to rely upon the advice, opinions or evaluations of any such persons. However, the Committee may not delegate its authority if such delegation would cause the Plan not to comply to the extent requir ed with the requirements of Rule 16b-3 or any successor rule under the Exchange Act or with the requirements of Section 162(m) of the Code.

3.4 Interpretations. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, Entergy and all other interested persons. No member or agent of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or Awards made hereunder, and all members and agents of the Committee shall be fully protected by Entergy in respect of any such action, determination or interpretation. Subject to the express provisions of the Plan, the Committee may interpret the Plan, prescribe, amend and rescind rules and regulations relating to it, determine the terms and provisions of the respective Awards and make all other determinations it deems necessary or advisable for the administration of the Plan.

3.5    Non-Uniform Determinations. The Committee's determinations under the Plan, including without limitation, determinations as to the key employees or outside directors to receive Awards, the terms and provisions of such Awards and the agreement(s) evidencing the same, need not be uniform and may be made by it selectively among the key employees or outside directors who receive or are eligible to receive Awards under the Plan, whether or not such key employees or outside directors are similarly situated.

ARTICLE IV
PARTICIPATION

4.1 Eligibility. Key employees of Entergy or any of its Subsidiaries or outside directors of the Board, who, in the opinion of the Committee, have significant responsibility for the continued growth, development and financial success of the Companies shall be eligible to be granted Awards under the Plan. Subject to the provisions of the Plan, the Committee shall from time to time select from such eligible persons those to whom Awards shall be granted and determine the amount of such Award. No employee or outside director of Entergy or its Subsidiaries shall have any vested right to be granted an Award under the Plan.

4.2 Dividend Equivalents. In the discretion of the Committee, an Award made in the form of an Equity Award may provide, subject to such restrictions, terms and conditions as the Committee may establish, for (i) the crediting to the account of, or the current payment to, each Participant who has such an Award of an amount equal to cash dividends and stock dividends (collectively, "Dividends") paid by Entergy upon one share of Common Stock for each share of Common Stock subject to each Equity Award ("Dividend Equivalents"), or (ii) the deemed reinvestment of such Dividend Equivalents in the form of additional Equity Awards credited to the Participant's Equity Award Account ("Additional Equity Awards").

ARTICLE V
STOCK OPTIONS

5.1 General Provisions. The Committee may grant Options to such key employees and outside directors whom the Committee determines to be eligible pursuant to the terms of Article IV. Such Options shall be in such form and upon such terms and conditions as the Committee shall from time to time determine, subject to the following:

(a) Option Price. The Option Price of each Option to purchase Common Stock shall be determined by the Committee, but shall not be less than the Fair Market Value on the date the Option is granted. Once determined by the Committee, no price of any Option shall be changed unless that change is authorized by a majority vote of the shareholders of Entergy Corporation.

(b) Term of Options. No Option shall be either vested or exercisable until at least one year from the date that such Option is granted. No more than one third of any single grant of Options shall be either vested or exercisable until at least two years from the date that such Option is granted, and no more than two thirds of any single grant of Options shall be either vested or exercisable until at least three years from the date that such Option is granted. No Option shall be exercisable after ten years from the date such Option is granted.

(c) Payment of Option Price. The purchase price of the shares as to which an Option is exercised shall be paid in accordance with such terms and conditions and by such means as the Committee shall determine.

(d) Exercise of Options. If a Participant at System Management Level 1-4 exercises any Option granted on or after January 1, 2003, that Participant must retain at least 75% of the After Tax Net Profit in Common Stock until the earlier of 60 months from the date at which the Option is exercised or the termination of full-time employment within the System. Subject to the limitations of the preceding sentence, Options shall be subject to such terms and conditions, shall be exercisable at such time or times, and shall be evidenced by such form of option agreement between the Participant and the Employer, as the Committee shall determine; provided, that such determinations are not inconsistent with the other provisions of the Plan. The Committee may, in its discretion, accelerate the ability to exercise any Option in whole or in part at any time. The Committee may also permit Participants, either on a selective or aggregate basis, simultaneously to exercise Options and sell the shares of Common Stock thereby acquired pursuant to a brokerage or similar arrangement, approved in advance by the Committee, and use the proceeds from such sale as payment of the purchase price of such shares.

(e) Non-Transferability of Options. Options granted under the Plan shall not be transferable otherwise than by will or by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, and Options and rights may be exercised during the lifetime of the Participant only by the Participant or by the Participant's guardian or legal representative. Notwithstanding the foregoing sentence, Options which are not Incentive Stock Options may be transferred to family members or charities. Any attempted assignment, transfer, pledge, hypothecation or other disposition of an option, or levy of attachment or similar process upon the Option not specifically permitted herein shall be null and void and without effect. The Participant may designate one or more beneficiaries who shall be entitled to exercise the Participant's rights hereunder following the death of the Participant. Such designation shall be made on a form supplied by the Committee. In the absence of a valid beneficiary designation, the Participant's rights hereunder shall pass pursuant to the Participant's will or by the laws of descent and distribution.

(f) Maximum Number of Shares. The total number of shares of Common Stock which any single Participant may be allowed to purchase pursuant to the exercise of Options granted under this Plan shall not exceed 1,000,000, subject to adjustment in the same manner as provided in Section 10.1.

5.2 Incentive Stock Options. The Committee may elect to grant Incentive Stock Options for the purchase of shares of Common Stock to the key employees whom the Committee determines to be eligible pursuant to the terms of Article IV. To the extent the Committee elects to grant Incentive Stock Options under the Plan, such Incentive Stock Options shall be subject to the limitations under Section 422 of the Code including, without limitation, the time limitations on the Award of any such Incentive Stock Options.

5.3 Limitations on Exercise. The aggregate Fair Market Value (determined with respect to each Incentive Stock Option as of the time such Incentive Stock Option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of Entergy or any of its Subsidiaries) shall not exceed $100,000. To the extent to which such Fair Market Value exceeds $100,000, such Option shall be treated, for federal income tax purposes, as a nonstatutory stock option.

ARTICLE VI
RESTRICTED SHARE AWARDS

6.1    Grant of Restricted Shares. The Committee may award Restricted Shares to such key employees and outside directors whom the Committee determines to be eligible pursuant to the terms of Article IV; provided that the aggregate number of Restricted Shares and Equity Awards granted under the Plan shall not exceed 1,500,000. An Award of Restricted Shares may be subject to restrictions on transfer and forfeitability provisions, all as the Committee may determine. Such Restricted Shares shall be awarded based on such other terms and conditions as the Committee shall from time to time determine subject to the provisions of the Plan; provided, however, the Participant shall be entitled to any voting rights relative to such Restricted Shares during the Restricted Period as defined below.

6.2 Award and Delivery of Restricted Shares. At the time an Award of Restricted Shares is made, the Committee shall establish a period of time (the "Restricted Period") applicable to such an Award. Each Award of Restricted Shares may have a different Restricted Period. The Committee may, in its sole discretion, at the time an Award is made, prescribe conditions for the incremental lapse of restrictions during the Restricted Period and for the lapse or termination of restrictions upon the satisfaction of other conditions in addition to or other than the expiration of the Restricted Period with respect to all or any portion of the Restricted Shares; provided, however, that any Participant subject to Section 16 of the Exchange Act shall be prohibited from selling such shares for a period of six (6) months from the grant thereof.

6.3 Dividends on Restricted Shares. Any and all cash and stock dividends paid with respect to the Restricted Shares shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements (including, without limitation, the reinvestment of such dividends in the form of Equity Awards) as the Committee may, in its discretion, determine.

6.4 Forfeiture. Upon the forfeiture of any Restricted Shares (including any additional Restricted Shares which may result from the reinvestment of cash and stock dividends in accordance with such rules as the Committee may establish pursuant to Section 6.3), such forfeited shares shall be surrendered. The Participant shall have the same rights and privileges, and be subject to the same restrictions, with respect to any additional shares received pursuant to Section 10.1 due to recapitalization, mergers, or the like.

6.5 Expiration of Restricted Period. Upon the expiration or termination of the Restricted Period and the satisfaction of any other conditions prescribed by the Committee or at such earlier time as provided for in Section 6.2, the restrictions applicable to the Restricted Shares shall lapse and a stock certificate for the number of Restricted Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions, except any that may be imposed by law, to the Participant or the Participant's beneficiary or estate, as the case may be.

ARTICLE VII
PERFORMANCE UNIT AWARDS

7.1 Award of Performance Units. The Committee may award Performance Units to such key employees and outside directors whom the Committee determines to be eligible pursuant to the terms of Article IV. An Award of Performance Units shall be subject to the attainment of specified Performance Goals during a Performance Period, both of which the Committee may determine. Performance Goals can be based on one or more business criteria that apply to the Participant, a business unit or Entergy Corporation as a whole, or any combination thereof.

7.2 Award of Performance Units to Covered Participants. Awards of Performance Units to Covered Participants shall also be governed by the conditions of this Section 7.2 in addition to the other requirements set forth in this Plan. Should conditions set forth under this Section 7.2. conflict with the other provisions of this Plan, the conditions of this Section 7.2 shall prevail.

(a) The Performance Goals, the objective formula or standards for computing the number of Performance Units payable to a Covered Participant if the Performance Goals are attained and the Performance Period shall be established by the Committee in writing prior to the beginning of the Performance Period, or by such other later date as may be permitted under Section 162(m) of the Code.

(b) The value of Performance Units payable to all Covered Participants pursuant to this Plan shall not exceed 1% of Operating Cash Flow during any Performance Period. The value of Performance Units payable to a single Covered Participant pursuant to this Plan shall not exceed .5% of Operating Cash Flow during any Performance Period.

(c) The Performance Goals may be based upon or may relate to one or any combination of the following business criteria: EBITDA, EBIT, net income, earnings per share, operating cash flow, cash flow, return on equity, sales, budget achievement, productivity, price of Entergy Corporation stock, market share, total return to shareholder, return on capital, net cash flow, cash available to parent, net operating profit after taxes (NOPAT), economic value added (EVA), expense spending, O&M expense, expense, O&M or capital/kwh, capital spending, gross margin, net margin, market capitalization, market value, debt ratio, equity ratio, return on assets, profit margin, customer growth or customer satisfaction. The Performance Goals may be stated in terms of absolute levels or relative to another company or companies or to an index or indices. Both the Performance Goals established by the Committee and the results for any Performance Period may be adjusted to reflect capital changes an d may exclude unusual or nonrecurring events, including extraordinary items, changes in accounting principles, discontinued operations, acquisitions, divestitures and material restructuring charges.

(d) The Performance Goals shall not allow for any discretion by the Committee as to an increase in any Award, but discretion to lower an Award is permissible.

(e) The Award and payment of any Award under this Plan to a Covered Participant with respect to a relevant Performance Period shall be contingent upon the attainment of the Performance Goals that are applicable to such Covered Participant. The Committee shall certify in writing prior to payment any such Award that such applicable Performance Goals relating to the Award are satisfied. Approved minutes of the Committee may be used for this purpose.

(g) All Awards to Covered Participants under this Plan shall be further subject to such other conditions, restrictions, and requirements as the Committee may determine to be necessary to carry out the purpose of this Section 7.2.

7.3 Delivery of Performance Units. Delivery of Performance Units shall not be made until after the end of the Performance Period. Final payment on all Performance Units shall be in cash, and the timing, deferral options, and other criteria relating to payment shall be determined in the discretion of the Committee.

ARTICLE VIII
EQUITY AWARDS

8.1 Issuance of Equity Awards. An Equity Award may be granted to such key employees and outside directors as the Committee determines pursuant to the terms of Article IV, subject to the limitation contained in Section 6.1 hereof. In addition, the Committee may permit such key employees and outside directors to purchase Equity Awards under such terms and conditions as the Committee, in its discretion, may determine. In the case of a purchase, the Equity Award shall be in the form of units, each of which represents one share of Common Stock, the purchase price of which shall not be less than the closing price of a share of Common Stock as reported on the New York Stock Exchange Composite Tape on the date such award is purchased. Key employees and outside directors who are permitted to purchase Equity Awards shall make the election to do so at least six (6) months in advance of the purchase of the Equity Award. Equity Awards shall be allocated to a Participant's respective Equ ity Award Account (as defined in Section 8.3) at such time or times, in such amounts, subject to such restrictions and in accordance with such terms and conditions as the Committee, in its discretion, may determine.

8.2 Funding. In the case of Equity Awards granted under the Plan, no shares of Common Stock shall be issued at the time the Award is made, and Entergy, the Employer and Plan, or any one of them, shall not be required to set aside a fund for the payment of any such Award.

8.3 Equity Award Accounts. An Equity Award granted to a key employee shall be credited to an Equity Award Account (the "Equity Award Account") established and maintained for such Participant. The Equity Award Account of a Participant shall be the record of Equity Awards granted to him under the Plan, solely for accounting purposes and, as provided in Section 8.2 above, shall not require a segregation of any Entergy or Subsidiary assets.

8.4 Maturity of Equity Awards. All Equity Awards granted to a Participant (including all Additional Equity Awards as defined in Section 4.2 related to such Equity Awards) shall become fully matured at time or times or under such circumstances as the Committee shall from time to time determine.

8.5 Payment of Equity Awards. A Participant who has received an Equity Award allocated to his Equity Award Account shall be entitled to receive a distribution from the Employer with respect to each then mature Equity Award allocated to his Equity Award Account at such time or times as the Committee shall determine. All Equity Awards shall be payable in cash.

8.6 Non-Transferability. Equity Awards granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Any Participant subject to Section 16 of the Exchange Act shall be prohibited from selling such shares for a period of six (6) months from the acquisition thereof. The Participant may designate one or more beneficiaries who shall be entitled to exercise the Participant's rights hereunder following the death of the Participant. Such designation shall be made on a form supplied by the Committee. In the absence of a valid beneficiary designation, the Participant's rights hereunder shall pass pursuant to the Participant's will or by the laws of descent and distribution.

ARTICLE IX
TERMINATION OR AMENDMENT OF THE PLAN

9.1 Termination and Amendment. The Committee may suspend, terminate, modify or amend the Plan, provided, if exemption from Section 162(m) deduction limits is to be continued, that any amendment is made with Board and shareholder approval if shareholder approval is necessary to comply with any tax, regulatory or exchange requirement, including for these purposes, the requirements for the performance-based compensation exception under Section 162(m) of the Code. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue to apply to Awards granted prior to such termination.

ARTICLE X
GENERAL PROVISIONS

10.1 Adjustments Upon Changes in Capitalization. Notwithstanding any other provision of the Plan, the Committee may, at any time, make or provide for such adjustments to the Plan, to the number and class of shares available thereunder or to any outstanding Options, Restricted Shares, Performance Units or Equity Awards as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event of distributions to holders of Common Stock other than a normal cash dividend, changes in the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and the like. Any such determination by the Committee shall be conclusive.

10.2    Fractional Shares. The Employer shall not be required to deliver any fractional share of Common Stock but may pay, in lieu thereof, the Fair Market Value of such fractional share to the Participant or the Participant's beneficiary or estate, as the case may be. For purposes of this Section 10.2, the Fair Market Value shall be determined as of the following dates: (i) the date on which restrictions lapse for Restricted Shares or Restricted Share Units, (ii) the date of delivery of Performance Units, (iii) the maturity date for Equity Awards other than Restricted Share Units or Performance Units, or (iv) in any case, such other dates the Committee may determine.

10.3 Tax Withholdings. Subject to such terms and conditions as may be established by the Committee, the Participant shall pay to Entergy any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to an Award of Options, Restricted Shares, Performance Units or Equity Awards under this Plan promptly upon notification of the amounts due. The Committee may permit such amount to be paid by the Participants to be withheld from the shares of Common Stock that otherwise would be distributed to such Participant upon the exercise of an Option, the lapse of restrictions applicable to Restricted Shares, the payment of Performance Units or the maturity of Equity Awards, as applicable, or a combination of cash and shares of such Common Stock. Any such withholding on behalf of a Participant subject to Section 16 of the Exchange Act shall be made in accordance with the provisions of Rule 16(b)-3(e).

10.4 Legal and Other Requirements. The obligation of Entergy or its Subsidiaries to sell and deliver Common Stock under the Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of a registration statement under the Securities Act of 1933 if deemed necessary or appropriate by Entergy. Certificates for shares of Common Stock issued hereunder may be legended as the Committee shall deem appropriate.

10.5 Effective Date. The Plan shall become effective as of January 1, 1998, subject to the approval of Entergy shareholders at Entergy's 1998 annual meeting of shareholders and receipt of any necessary governmental approvals including, but not limited to, any approval of the Securities and Exchange Commission which may be required under the Public Utility Holding Company Act of 1935. The Amended and Restated Plan shall become effective for Awards granted after February 13, 2003, subject to the approval of Entergy shareholders at Entergy's 2003 annual meeting of shareholders and receipt of any necessary governmental approvals including, but not limited to, any approval of the Securities and Exchange Commission which may be required under the Public Utility Holding Company Act of 1935. The Amended and Restated Plan shall only govern Awards made on or after its effective date.

10.6 Award Agreements. Each individual Award of Options, Restricted Shares, Performance Units or Equity Awards shall be evidenced by an agreement which shall contain such restrictions, terms and conditions as the Committee may require, and may either be written or in electronic format. Notwithstanding anything to the contrary contained in the Plan, neither Entergy nor its Subsidiaries bear any obligation to grant any Awards under the Plan to any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such Awards in such form as the Committee may determine from time to time.

10.7 Effect on Other Plans. Awards may be granted singly, in combination or in tandem (except where prohibited by applicable law) and may be made in combination or tandem with or as alternatives to, awards or grants under any other employee plan maintained by Entergy or its Subsidiaries; provided that the adoption of the Plan shall have no effect on awards made or to be made pursuant to other stock plans covering the employees of Entergy, its Subsidiaries or its successors thereto. Awards under the Plan shall not constitute earnings for purposes of any pension plan covering employees of Entergy or its Subsidiaries except as otherwise expressly provided in any such pension plan.

10.8 Right to Terminate Employment. Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer upon any key employee the right to continue in the employment of Entergy or any Subsidiary or affect any right which Entergy or any Subsidiary may have to terminate the employment of such key employee.

10.9 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to Entergy on the date it is personally delivered to the Secretary of Entergy at its principal executive offices or three business days after it is sent by registered or certified mail, postage prepaid, addressed to the Secretary at such offices, and shall be deemed delivered to a Participant on the date it is personally delivered to him or three business days after it is sent by registered or certificate mail, postage prepaid, addressed to him at the last address shown for him on the records of Entergy and its Subsidiaries.

10.10 Applicable Law. All questions pertaining to the validity, construction and administration of the Plan and rights and benefits granted hereunder shall be determined in conformity with the laws of the State of Louisiana, to the extent not preempted or controlled by the laws of the United States and regulations thereunder.

10.11 Compliance with Section 16. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act or required by the Securities and Exchange Commission. To the extent any provisions of the Plan or action by the Committee is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

ARTICLE XI
CHANGE IN CONTROL

11.1    Accelerated Vesting of Performance Units. Notwithstanding anything stated herein to the contrary, but subject to the forfeiture provisions of this Section 11.1 and any federal securities law restrictions on sale and exercise, if during a Change in Control Period there should occur a Qualifying Event with respect to a System Management Participant, the number of Performance Units the System Management Participant shall be entitled to receive under the Plan with respect to any Performance Period that precedes or includes the day on which the Change in Control Period commences shall be determined as if the System Management Participant satisfied the remaining performance requirements at System Management Participant's target level with respect to such Performance Period(s). However, any Performance Units that were not fully vested prior to the date of such Qualifying Event shall continue to be subject to forfeit ure upon the occurrence of any of the following:

1. Without System Company employer permission, Employee removes, copies, or fails to return if he or she has already removed, any property belonging to one or all of the System Companies, including, but not limited to, the original or any copies of any records, computer files or disks, reports, notes, documents, files, audio or video tapes, papers of any kind, or equipment provided by any one or all of the System Companies or created using property of or for the benefit of one or all of the System Companies.
2. During System Management Participant's employment and for 2 years thereafter, other than as authorized by a System Company or as required by law or as necessary for the System Management Participant to perform his duties for a System Company employer, System Management Participant shall disclose to any person or entity any non-public data or information concerning any System Company, in which case System Management Participant shall be required to repay any Plan benefits previously received by him. Disclosure of information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that System Management Participant gives the System Company immediate notice of any such subpoena or request and fully cooperates with any action by System Company to object to, quash, or limit such request; or
3. System Management Participant engages in any employment (without the prior written consent of his last System employer) either individually or with any person, corporation, governmental agency or body, or other entity in competition with, or similar in nature to, any business conducted by any System Company at any time within the Applicable Period (defined below) and commencing upon termination of employment, 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 Applicable Period, in which case System Management Participant shall be required to repay any Plan benefits previously received by him. For purposes of this Section, Applicable Period shall mean:

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

(3) one (1) year for System Management Participants at System Management Level 4 at the commencement of the Change in Control Period.

However, if the stated Applicable Periods described herein shall be impermissible under applicable law, then the Applicable Period for purposes of this Plan shall be the maximum time period allowed under applicable law for a covenant not to compete.

11.2    Commencement Date of Awards. Notwithstanding anything stated herein to the contrary, but subject to the forfeiture provisions of Section 11.1 and any federal securities law restrictions on sale and exercise, if during a Change in Control Period there should occur a Qualifying Event with respect to a System Management Participant:

1. all restrictions shall be lifted on any Options, Restricted Shares, and Restricted Share units, as applicable, granted to a System Management Participant under the Plan prior to the occurrence of such Qualifying Event; and
2. the System Management Participant may elect to receive all Awards payable to him under the Plan on the first day of any month following the System Management Participant's termination.

11.3    No Benefit Reduction. Notwithstanding anything stated above to the contrary, an amendment to, or termination of, the Plan following a Change in Control shall not reduce the Awards granted under this Plan through the date of any such amendment or termination. In no event shall a System Management Participant's Awards under this Plan following a Change in Control be less than such System Management Participant's Awards under this Plan immediately prior to the Change in Control Period, subject, however, to the forfeiture provisions referenced in Section 11.1 as in existence on the date immediately preceding the commencement date of the Change in Control Period. In addition, unless agreed to in writing and signed by the affected System Management Participant and by the Committee, no provision of this Plan may be modified, waived or discharged before the earlier of: (a) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (b) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

11.4    Source of Payments. Within thirty (30) days following the date of a Change in Control, each System Company shall make a single irrevocable lump sum contribution to the Trust for Deferred Payments of Entergy Corporation and Subsidiaries ("Trust") pursuant to the terms and conditions described in such Trust. Each System Company's contribution shall be in an amount equal to the total Awards granted to such System Company's Plan System Management Participants under the Plan through the date of any such Change in Control. If one or more of a System Company's System Management Participants shall continue to be employed by a System Company after such a Change in Control, each calendar year the System Company shall, as soon as possible, but in no event longer than thirty (30) days following the end of such calendar year, make an irrevocable contribution to the Trust in an amount that is necessary in order to maintain a lump sum amount cr edited to the System Company's Plan account under the Trust that is equal to the total unpaid Awards granted to such System Company's System Management Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section to the contrary, a System Company may make contributions to the Trust prior to a Change in Control in such amounts as it shall determine in its complete discretion. The Trust is intended as a "grantor" trust under the Internal Revenue Code and the establishment and funding of such Trust is not intended to cause System Management Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

11.5    Claims of Good Reason/Cause During Change in Control Period. Notwithstanding any provision of the Plan to the contrary, solely for purposes of any determination regarding the existence of Good Reason or Cause during a Change in Control Period, any position taken by the System Management Participant shall be presumed to be correct unless Employer establishes to the Committee by clear and convincing evidence that such position is not correct.

ARTICLE XII
DEFERRAL ELECTIONS

12.1    Deferral Elections.

1. At any time designated in subsection (b) of this Section 12.1, a System Management Participant may execute and deliver to the Committee (or its delegate) one or more irrevocable written elections (each, a "Deferral Election") to defer receipt of such Deferrable Benefits (as defined herein) as System Management Participant may designate in such Deferral Election. A "Deferrable Benefit" is any of the following forms of Award payable under the Plan:

1. Restricted Share Units, provided that the Restricted Period must be scheduled to expire more than six months after the date a Deferral Election respecting it is delivered to the Committee (or its delegate);
2. Performance Units, provided that payment in respect of such Performance Units must be scheduled to be made more than six months after the date a Deferral Election respecting it is delivered to the Committee (or its delegate); and
3. Incentive Compensation under the Executive Annual Incentive Plan ("EAIP") used to purchase Equity Awards in accordance with Section 8.1 ("EAIP Equity Awards"), provided that payment of the Incentive Compensation used to purchase such EAIP Equity Awards must be scheduled to be made no earlier than the calendar year following the performance year to which such Incentive Compensation relates.

(b) Each Deferral Election must be made in accordance with the following provisions:

1. With respect to Restricted Share Units: A Deferral Election must be made no later than the date that precedes by six months the expiration of the Restricted Period for such Equity Award to the System Management Participant;
2. With respect to Performance Units: A Deferral Election must be made no later than the date that precedes by six months the earliest date such Award may be made to the System Management Participant; and
3. With respect to Incentive Compensation used to purchase EAIP Equity Awards: A Deferral Election must be made with respect to the Incentive Compensation used to purchase such EAIP Equity Awards prior to the beginning of the performance year with respect to which such Incentive Compensation relates.

12.2 Deferred Amount; Deferral Receipt Date. Each Deferral Election may defer receipt of an amount of any Deferrable Benefit, which may be less than the entire amount of such Deferrable Benefit (a "Deferred Amount"). Each Deferred Amount may be expressed as a number of units or a percentage of the total of such Deferrable Benefit due the System Management Participant. Receipt of each Deferred Amount may be deferred to such date or dates as System Management Participant shall specify in such Deferral Election (each, a "Deferral Receipt Date"), provided that:

(a) A Deferral Receipt Date shall be not less than two (2) years following the date on which the Deferred Amount would otherwise be paid to the System Management Participant; and

(b) the Deferral Receipt Date shall in no event be later than the date on which the System Management Participant terminates employment unless such System Management Participant terminates employment with a System Company due to (i) retirement in accordance with the terms and conditions of the Entergy Corporation-sponsored qualified defined benefit plan in which the System Management Participant participates ("Retirement"); (ii) Retirement following the System Management Participant's long term disability under the Entergy Corporation-sponsored long-term disability plan in which the System Management Participant participates ("Long-Term Disability"); or (iii) a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries), in which case deferral can be postponed beyond termination of employment, but in no event later than death.

12.3 Deferral Election Procedure. Each Deferral Election shall be effective upon its execution and delivery to the Committee (or its delegate), provided such delivery is made in accordance with the time or times specified in subsection 12.1(b). Once made, a Deferral Election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously deferred benefits (each, a "Successive Deferral Election") to a subsequent Deferral Receipt Date may be made in writing by a System Management Participant by execution and delivery of an appropriate written election to the Committee (or its delegate), provided always that:

(a) No Successive Deferral Election may be made if the existing Deferral Receipt Date is less than six months from the date of delivery to the Committee (or its delegate) of such election;

(b) A subsequent Deferral Receipt Date shall be not less than two (2) years following the date at which the System Management Participant makes a Subsequent Deferral Election under this section; and

(c) No Successive Deferral Election may be made following the System Management Participant's termination of employment unless the System Management Participant terminates employment with a System Company due to Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral can be postponed beyond termination of employment, but in no event later than death.

The Committee shall have the sole and exclusive authority and discretion to establish rules, regulations and procedures for the execution and delivery of any Deferral Election (including any Successive Deferral Election) and may condition such elections in any manner that such Committee deems necessary, appropriate or desirable including, without limitation, the complete authority and discretion to delay the effective date of any Deferral Election (including any Successive Deferral Election) or to reject any such Deferral Election (including any Successive Deferral Election) as the Committee deems necessary, appropriate or desirable in order to maintain the orderly and accurate administration of the Plan. If the effective date of the Deferral Election (including any Successive Deferral Election) is delayed pursuant to such authority, the Committee shall notify the System Management Participant of such delay and advise the System Management Participant of the anticipated effective date of such election.

12.4 Forfeiture of Deferred Amounts. Each Deferral Election (including any Successive Deferral Election) shall remain subject to limitations or forfeitures of benefits for (a) breach of any of the conditions of receipt of any Award under the Plan and (b) failure of System Management Participant to satisfy any of the conditions necessary to receipt of any Deferrable Benefit.

12.5    Payment of Deferred Amounts. Commencing with the effective date of a System Management Participant's Deferral Election and until the corresponding Deferral Receipt Date, the applicable Deferred Amount shall either be: (i) accounted for as units (including fractional units) of Common Stock, the number of such units being based on the value of a share of Common Stock on the effective date of such Deferral Election, or (ii) deferred into such deemed investment options, if any, under the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries (the "EDCP") as the Committee or its delegee deems appropriate. Units that are the subject of such Deferral Election shall be credited with dividend equivalent amounts equal to all dividends paid with respect to a share of Common Stock during the Deferral Election period and, if applicable, any Successive Deferral Election period(s) ("Dividend Equivalents"). All Dividend Equivalents will be reinvested in additional units as of the payment date of the dividend in respect of which they are awarded. If the Participant has chosen to keep the Deferred Amount in Units, as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date with respect to a Deferred Amount, the Employer shall pay to the System Management Participant in cash, an amount equal to (i) the Fair Market Value of a share of Common Stock on the Deferral Receipt Date, multiplied by the number of units then credited to the System Management Participant's account (including units awarded in respect of reinvested Dividend Equivalents) with respect to such Deferred Amount, less (ii) all applicable estimated federal and state income and employment tax amounts required to be withheld in connection with such payment. Notwithstanding Section 12.6 to the contrary, Deferred Amounts that are deferred under the EDCP shall be paid to a System Management Participant in accordance with the terms of the EDCP.

12.6 Acceleration of Deferred Amounts.

1. Acceleration on Death. Notwithstanding an irrevocable Deferral Election (including any Successive Deferral Election), if a System Management Participant dies, all of System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of System Management Participant's Deferred Amounts (net of any amounts required to be withheld for federal and state income tax) shall be paid in accordance with the terms of this Plan to any Beneficiary.

(b) Hardship Distributions. At any time a System Management Participant may apply to the Committee for a special distribution of all or any part of his Deferred Amounts valued as of the date of his application on account of an immediate and heavy financial need arising from one or more of the following, or similar, events:

1. uninsured medical costs resulting from and accident, injury or illness to the System Management Participant and/or members of his immediate family;

2. to prevent the foreclosure or eviction from the System Management Participant's primary residence;
3. funeral expenses for an immediate family member of the System Management Participant;
4. substantial casualty losses; or
5. any other emergency conditions in the System Management Participant's financial affairs.

The office of the Senior Vice-President, Human Resources and Administration for Entergy Services, Inc., on behalf of the Committee, shall consider the circumstances of each such case and the best interest of the System Management Participant and his family and shall have the right, in its sole discretion, if applicable, to allow such a special distribution, or if applicable, to direct a distribution of part of the amount requested or to refuse to allow any distribution. Upon determination that such a special distribution shall be granted, the System Management Participant's employer shall make the appropriate distribution to the System Management Participant from its general assets in respect of the System Management Participant's Deferred Amounts and the Administrator shall accordingly reduce or adjust the Deferred Amounts credited to the Participant. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Deferred Amounts. For purpos es of this Section, the value of the Participant's Deferred Amounts shall be determined as of the date of the Participant's application for the special distribution.

(c) Acceleration Subject to Penalty. Notwithstanding the existence in force, with respect to a System Management Participant, of one or more irrevocable Deferral Elections or Successive Deferral Elections, such System Management Participant may require the immediate payment to the System Management Participant of any of the System Management Participant's Deferred Amounts, as determined in accordance with Section 12.5, but substituting the actual payment date for System Management Participant's Deferral Receipt Date, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on each such accelerated Deferred Amount (prior to withholding for taxes) of ten percent (10%). Such penalty amount shall for all purposes be deemed canceled and not paid to the System Management Participant.

4. Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a System Management Participant, of one or more irrevocable Deferral Elections or Successive Deferral Elections, if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that Deferred Amounts constitute taxable income to the System Management Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Amounts are scheduled to be distributed to the System Management, such System Management Participant may require the immediate payment to the System Management Participant of such Deferred Amounts, as determined in accordance with Section 12.5 but substituting the actual payment date for System Management Participant's Deferral Receipt Date, that are held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 12.7(d), the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if such claim is upheld by a court of final jurisdiction, or if the Employer, or the System Management Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the System Management Participant or his beneficiary, fails to appeal a decision of the Internal Revenue Service or corresponding state income tax authority, or a court of applicable jurisdiction with respect to such claim, to an appropriate appeals authority or to a court of higher jurisdiction, within the appropriate time period.

12.7 Deferral under the EDCP. Subject to the terms and conditions, and according to the procedures, of the EDCP, any amounts payable to Participants under this EOP may be deferred under the EDCP.

EX-10

Exhibit 10(b)

EXECUTIVE ANNUAL INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003)

Entergy Corporation, a Delaware corporation, hereby amends and restates its Executive Annual Incentive Plan, effective January 1, 2003, as applicable to Performance Periods beginning on or after such date. The Plan permits annual cash awards to System Management Level Employees, based on the achievement of pre-established Performance Goals. The Plan shall remain in effect until terminated as herein provided.

ARTICLE I. PLAN PURPOSES

The purposes of the Plan are to (a) provide incentives to achieve annual goals that are within System, Business Unit and/or individual control and are considered key to the Company's success; (b) reward performance with pay that varies in relation to the extent to which the pre-established performance goals are achieved; and (c) ensure that all amounts paid under the Plan to Covered Participants are "qualified performance based compensation" within the meaning of Code Section 162(m).

ARTICLE II. DEFINITIONS

The terms defined in this Article II shall, for all purposes of this Plan, have the meanings herein specified, unless the context expressly, or by necessary implication, requires otherwise:

1. "Actual Award" shall mean the actual dollar amount paid to a Participant pursuant to the Plan.
2. "Award Opportunity" shall mean the various levels of incentive award pay out opportunities that a Participant may earn under the Plan, as established by the Committee.
3. "Base Salary" shall mean, as to any specific Performance Period, the actual base salary paid by a System Company employer to a Participant as an Employee during such Performance Period. Base Salary (a) shall not be reduced by the amount, if any, of any voluntary salary reductions or any salary reduction contributions made to any salary reduction plan, defined contribution plan or other deferred compensation plans of a System Company or pursuant to any deferred compensation arrangements; and (b) shall be calculated exclusive of any payments under this Plan or other incentive plans, programs or arrangements, bonus payments, overtime, severance payments, or other special awards.
4. "Board" shall mean the Board of Directors of the Company.
5. "Business Unit" shall mean a division or department of a System Company, or any combination of System Companies, divisions or departments thereof.
6. "Code" shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendment or successor provisions to such section and any regulations under such section.
7. "Committee" shall mean the Personnel Committee of the Board, or such other committee as determined by the Board, which Committee shall be comprised solely of two or more outside Directors of the Company, within the meaning of Code Section 162(m), who are also independent Directors within the meaning of applicable New York Stock Exchange rules, as amended, and any successor or amended rule, regulation or statute fulfilling the same or similar function.
8. "Company" shall mean Entergy Corporation and any successor.
9. "Covered Participant" shall mean a Participant who is a "covered employee" as defined in Code Section 162(m), or who the Committee believes will be such a "covered employee" for a Performance Period.
10. "Director" shall mean an individual elected to the Board by the shareholders of the Company.
11. "Employee" shall mean a full-time, salaried employee of a System Company. The term "Employee" shall not include a person retained as an independent contractor, leased employee, consultant or a person otherwise designated by the Company at the time of hire as not eligible to participate in the Plan, even if such person is determined to be an "employee" by any governmental or judicial authority.
12. "Maximum Award Level" shall mean the maximum Award Opportunity, as established by the Committee, intended to reward outstanding performance.
13. "Minimum Award Level" shall mean the minimum Award Opportunity, as established by the Committee.
14. "OCE" shall mean shall mean the Office of Chief Executive, as time to time composed, which shall consist of such members appointed by, and to serve at the pleasure of, the Chief Executive Officer of Company.
15. "Operating Cash Flow" shall mean the amount of operating cash flow for any given Performance Period, as determined by the Committee based on the Company's financial statements and in accordance with generally accepted accounting principles.
16. "Participant" shall mean a System Management Level Employee of a System Company approved for participation by the Committee.
17. "Performance Goals" shall mean the goals established by the Committee, against which a Participant's performance shall be measured to determine if an Actual Award is payable under the Plan.
18. "Performance Period" shall mean the Plan Year, or such other period as may be established by the Committee, during which time the performance of Participants shall be measured.
19. "Plan" shall mean this Executive Annual Incentive Plan, as amended and restated, or if hereafter amended or supplemented, as so amended or supplemented.
20. "Plan Year" shall mean the calendar year.
21. "System" shall mean the group of corporations composed of the System Companies.
22. "System Company" shall mean (a) Company; (b) any corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Company; and (c) any partnership or trade or business which is eighty percent (80%) or more controlled, directly or indirectly, by Company.
23. "System Management Level" shall mean the applicable management level set forth below:

1. System Management Level 1 ( Chief Executive Officer);
2. System Management Level 2 (Presidents and Executive Vice Presidents within the System);
3. System Management Level 3 (Senior Vice Presidents within the System); and
4. System Management Level 4 (Vice Presidents within the System).

1. "Target Award Level" shall mean the target Award Opportunity, as established by the Committee, intended to reward performance at the targeted level.

ARTICLE III. Construction

1. Gender and Number. The masculine pronoun whenever used in the Plan shall include the feminine. Similarly, the feminine pronoun whenever used in the Plan shall include the masculine as the context or facts may require. Whenever any words are used herein in the singular, they shall be construed as if they were also used in the plural in all cases where the context so applies.
2. Captions. The captions to the articles and sections of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
3. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
4. Controlling Law. The Plan and all related documents shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed to consent to this provision.
5. No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment between any Participant and any System Company or other party. Nothing in the Plan shall interfere with or limit in any way the right of any System Company employer to terminate any Employee's System employment at any time, nor confer upon any Employee any right to continue in the employ of any System Company employer.

ARTICLE IV. ELIGIBILITY AND PARTICIPATION

1. Eligibility. In order to be eligible to participate in the Plan for a Performance Period, an individual must be (a) an Employee; (b) hired before the commencement of the last quarter of the Performance Period and (c) except for death, disability, retirement and certain other status changes during the Performance Period (which shall be addressed by administrative guidelines implemented by Company's Senior Vice-President, Human Resources & Administration), employed at a System Management Level on the last day of the Performance Period.
2. No Right to Participation. No Employee shall have a right to participate in the Plan, regardless of prior participation in the Plan.
3. Participants. Prior to, or within the first 90 days of, the commencement of each Performance Period, the Committee shall approve Participants from those Employees meeting the eligibility requirements of the Plan, considering such factors as the degree to which the Employee is responsible for establishing the strategic direction of the Company and/or Business Units, executing tactical action plans, or achievement of bottom line results.
4. Status Change During Performance Period. No Actual Awards shall be payable to an individual who, prior to the end of the Performance Period, separates from employment for reasons other than death, retirement or disability. In the event, during a Performance Period, of a Participant's promotion to a System Management Level, promotion or demotion among System Management Levels, death, disability or retirement, eligibility for Actual Awards shall be determined pursuant to administrative guidelines implemented pursuant to this Plan by Company's Senior Vice-President, Human Resources & Administration.

ARTICLE V. DETERMINATION OF AWARDS

1. Timing of Establishment of Performance Goals. For each Performance Period, the Committee shall establish, in writing, System, Business Unit and/or individual ranges of attainment of Performance Goals for the Performance Period; provided, however, that with respect to Covered Participants, such Performance Goals for the Performance Period shall be established no later than 90 days after the commencement of each Performance Period or such later date as may be permitted under Code Section 162(m).
2. Performance Goals. The following provisions shall apply to the establishment of Performance Goals for any Performance Period:

1. Each Performance Goal range shall include a level of performance at which one hundred percent (100%) of the Target Incentive Level may be earned.
2. Each range shall include levels of performance above and below the one hundred percent (100%) performance level at which a greater or lesser percent of the Target Incentive Level may be earned.
3. Subject to Section 5.05 herein, the Committee may establish Performance Goals based on one or any combination of the following business criteria: EBITDA, EBIT, net income, earnings per share, operating cash flow, cash flow, return on equity, sales, budget achievement, productivity, price of Entergy Corporation stock, market share, total return to shareholder, return on capital, net cash flow, cash available to parent, net operating profit after taxes (NOPAT), economic value added (EVA), expense spending, O&M expense, expense, O&M or capital/kwh, capital spending, gross margin, net margin, market capitalization, market value, debt ratio, equity ratio, return on assets, profit margin, customer growth or customer satisfaction. The Performance Goals may be stated in terms of absolute levels or relative to another company or companies or to an index or indices. Both the Performance Goals established by the Committee and the results for any Performance Period may be adjusted to ref lect capital changes and may exclude unusual or nonrecurring events, including extraordinary items, changes in accounting principles, discontinued operations, acquisitions, divestitures and material restructuring charges.
4. All Awards to Covered Participants under this Plan shall be further subject to such other conditions, restrictions, and requirements as the Committee may deem necessary to comply with the Code Section 162(m).

3. Award Opportunities. For each Performance Period, the Committee shall establish in writing Award Opportunities that correspond to various levels of achievement of the pre-established Performance Goals, such that the level of achievement of the pre-established Performance Goals at the end of the Performance Period shall determine the Actual Awards; provided, however, that with respect to Covered Participants, such Award Opportunities shall be established no later than 90 days after the commencement of each Performance Period. The established Award Opportunities may vary in relation to the System Management Level of each Participant or among Participants at the same System Management Level. Except as provided in Section 5.05, Award Opportunities for Participants shall be established as a function of each Participant's Base Salary. The Committee may establish minimum levels of Performance Goal achievement, below which no Participant shall receive an Actual Award.
4. No Mid-Year Changes in Award Opportunities. Except as provided in 5.05 herein, each Participant's Actual Award shall be based exclusively on the Award Opportunities established by the Committee pursuant to Section 5.03.
5. Potential Modifications. In the event that changes are made to Code Section 162(m) or the regulations thereunder (or their interpretation) to permit greater flexibility with respect to any Award Opportunities under the Plan, the Committee may exercise such greater flexibility consistent with the terms of the Plan and, to the extent of such changes, without regard to otherwise applicable restrictive provisions of the Plan.
6. Determination of Actual Awards. Following the completion of each Performance Period, if the Performance Goals were met, the Committee shall certify in writing prior to payment of Actual Awards that the Performance Goals for such Performance Period were satisfied. Actual Awards under this Plan to a Covered Participant with respect to a relevant Performance Period shall be contingent upon the attainment of the Performance Goals that are applicable to such Covered Participant, as certified by the Committee. Approved minutes of the Committee may be used for this purpose.
7. Computation of Actual Awards. Actual Awards shall be computed and paid based on the attainment of the pre-established Performance Goals. With respect to a Performance Period, funding for Actual Awards to Covered Participants shall not exceed 1% of Operating Cash Flow during such Performance Period. In addition, with respect to a Performance Period, no more than .5% of Operating Cash Flow during such Performance Period shall be allocated to a single Covered Participant. Amounts in excess of the limits set forth in this Section 5.07 shall be disallowed and shall not be carried over for payment to Covered Participants in a subsequent Performance Period.
8. Award Adjustments. The Committee shall have the discretion to reduce or eliminate the amount of a Participant's Actual Award otherwise payable under the Plan. The Committee shall have no discretion to increase any Actual Award to a Covered Participant.

ARTICLE VI. PAYMENT OF ACTUAL AWARDS

1. Timing and Form of Payment. No Participant shall be vested in Actual Awards, nor Actual Awards made, prior to the end of the applicable Performance Period. Unless a deferral election is made by a Participant pursuant to Section 6.02 or is required under Section 6.03, a Participant's Actual Award shall be paid in cash as soon as practicable after the end of the Performance Period and approval of the Actual Award in writing by the Committee.
2. Voluntary Deferral of Actual Awards. A Participant may defer receipt of some or all payments otherwise due under the Plan pursuant to the terms of any deferred compensation plan sponsored by the Company or by any System Company under which such deferral is permitted.
3. Required Deferral. In the event that all or a portion of a Covered Participant's Actual Award is not deductible by the Company due to limits contained in Code Section 162(m), the Committee may, in its discretion, require that payment of the nondeductible portion of such Actual Award be deferred under a deferred compensation plan sponsored by the Company or by any System Company under which such deferral is permitted.

VII. ADMINISTRATION

1. Committee Authority. The Plan shall be administered by the Committee, which, in addition to the other powers set forth herein, shall have the full power, subject to, and within the limits of the Plan, to:

1. make all determinations and interpretations and approve all rules as may be necessary or advisable for the administration of the Plan, including, but not limited to, those necessary to resolve any ambiguities with respect to any of the terms and provisions of the Plan;
2. exercise all powers and perform such acts in connection with the Plan as are deemed necessary or appropriate to promote the best interests of the System;
3. determine the size and types of Award Opportunities and Actual Awards;
4. determine the terms and conditions of Award Opportunities in a manner consistent with the Plan;
5. construe and interpret the Plan and any agreement or instrument entered into under the Plan;
6. establish, amend or waive rules and regulations for the Plan's administration; and
7. subject to the provisions of Article V, amend the terms and conditions of any outstanding Award Opportunity to the extent such terms and conditions are within the sole discretion of the Committee as provided in the Plan.

2. Authorized Agents. The Committee may authorize one or more of its members or any officer of Entergy Corporation, to execute and deliver documents on behalf of the Committee, including administrative guidelines for this Plan.
3. Binding Decisions. All determinations and decisions of the Committee as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all parties.

ARTICLE VIII. AMENDMENT AND TERMINATION

1. The Committee may amend, suspend, or terminate the Plan or any portion thereof at any time; provided, if exemption from Code Section 162(m) deduction limits is to be continued, such amendment is made with shareholder approval if shareholder approval is necessary to comply with any tax, regulatory or exchange requirement, including for these purposes, the requirements for the performance-based compensation exception under Code Section 162(m).

ARTICLE IX. MISCELLANEOUS

1. Nontransferability. No right or interest of any Participant in the Plan shall be assignable or transferable, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, execution, levy, garnishment, attachment, pledge and bankruptcy. In the event of a Participant's death, any payment to which the Participant may be entitled shall be made to the Participant's designated beneficiary, or in the absence of such designation, to the Participant's estate.
2. Tax Withholding. A System Company shall have the right to deduct from all payments under the Plan any foreign, federal, state or local income or other taxes required by law to be withheld with respect to such payments. Before payment of any Actual Award may be deferred under Article VI, a System Company may require that the Participant pay or agree to withholding for any foreign, federal, state or local income or other taxes which may be imposed on any amount deferred.
3. Non-uniform Determinations. The Committee's determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount, and timing of such payments, the terms and provisions of such payments, and the agreement evidencing same) need not be uniform and may be made selectively among persons who receive, or are eligible to receive, Actual Awards under the Plan, whether or not such persons are similarly situated.
4. Interaction with Retirement Plan. Payments under the Plan shall not constitute earnings for the purposes of any retirement plan, unless so specified in such retirement plan.
5. No Funding. A System Company shall have no obligation to reserve or otherwise fund in advance any amounts which are or may in the future become payable under this Plan. Any funds, which a System Company acting in its sole discretion determines to reserve for future payments under this Plan, may be commingled with other funds of the System Company and need not in any way be segregated from other assets or funds held by the System Company.
6. Successors. All obligations of a System Company under the Plan shall be binding upon and inure to the benefit of any successor of such System Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the System Company.
7. Other Plans. Nothing contained in this Plan shall prevent the Committee or the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

EX-99

                                                          Exhibit 99(a)

                           Entergy Arkansas, Inc.
          Computation of Ratios of Earnings to Fixed Charges and
   Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                          March 31,
                                                                1998    1999      2000    2001      2002     2003
                                                                                          
Fixed charges, as defined:
  Total Interest Charges                                      $96,685   $97,023 $101,600  $109,523 $103,210 $100,054
  Interest applicable to rentals                               15,511    17,289   16,449    14,563   12,762   12,650
                                                             -------------------------------------------------------
Total fixed charges, as defined                               112,196   114,312  118,049   124,086  115,972  112,704

Preferred dividends, as defined (a)                            16,763    17,836   13,479    12,348   11,869   12,506
                                                             -------------------------------------------------------

Combined fixed charges and preferred dividends, as defined   $128,959  $132,148 $131,528  $136,434 $127,841 $125,210
                                                             =======================================================
Earnings as defined:

  Net Income                                                  $110,951   $69,313 $137,047 $178,185 $135,643 $139,949
  Add:
    Provision for income taxes:
       Total                                                    71,374    54,012  100,512  105,933   71,404   81,896
    Fixed charges as above                                     112,196   114,312  118,049  124,086  115,972  112,704
                                                             -------------------------------------------------------

Total earnings, as defined                                    $294,521  $237,637 $355,608 $408,204 $323,019 $334,549
                                                             =======================================================

Ratio of earnings to fixed charges, as defined                    2.63      2.08     3.01     3.29     2.79     2.97
                                                             =======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                  2.28      1.80     2.70     2.99     2.53     2.67
                                                             =======================================================


- ------------------------
(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-99

                                                                Exhibit 99(b)

                         Entergy Gulf States, Inc.
           Computation of Ratios of Earnings to Fixed Charges and
     Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                         March 31,
                                                              1998    1999     2000     2001     2002      2003
                                                                                         
Fixed charges, as defined:
  Total Interest charges                                    $178,220 $153,034 $158,949 $174,368 $144,840   $147,627
  Interest applicable to rentals                              16,927   16,451   18,307   18,520   16,483     16,849
                                                            -------------------------------------------------------

Total fixed charges, as defined                              195,147  169,485  177,256  192,888  161,323    164,476

Preferred dividends, as defined (a)                           32,031   29,355   15,742   13,017    6,190      5,902
                                                            -------------------------------------------------------
Combined fixed charges and preferred dividends, as defined  $227,178 $198,840 $192,998 $205,905 $167,513   $170,378
                                                            =======================================================

Earnings as defined:

Income (loss) from continuing operations before
  extraordinary items and the cumulative effect of
  accounting changes
                                                            $46,393 $125,000 $180,343 $179,444 $174,078   $179,165
  Add:
    Income Taxes                                             31,773   75,165  103,603   82,038   65,997     62,369
    Fixed charges as above                                  195,147  169,485  177,256  192,888  161,323    164,476
                                                           -------------------------------------------------------

Total earnings, as defined (b)                             $273,313 $369,650 $461,202 $454,370 $401,398   $406,010
                                                           =======================================================

Ratio of earnings to fixed charges, as defined                 1.40     2.18     2.60     2.36     2.49       2.47
                                                           =======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               1.20     1.86     2.39     2.21     2.40       2.38
                                                           =======================================================

(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-99

                                                                     Exhibit 99(c)

                           Entergy Louisiana, Inc.
           Computation of Ratios of Earnings to Fixed Charges and
   Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                           March 31,
                                                               1998     1999     2000     2001     2002      2003
                                                                                          
Fixed charges, as defined:
Total Interest                                               $122,890 $117,247 $111,743 $116,076  $100,667  $96,923
  Interest applicable to rentals                                9,564    9,221    6,458    7,951     6,496    6,571
                                                             ------------------------------------------------------

Total fixed charges, as defined                               132,454  126,468  118,201  124,027   107,163  103,494

Preferred dividends, as defined (a)                            20,925   16,006   16,102   12,374    10,647   10,500
                                                             ------------------------------------------------------
Combined fixed charges and preferred dividends, as defined   $153,379 $142,474 $134,303 $136,401  $117,810 $113,994
                                                             ======================================================
Earnings as defined:

  Net Income                                                 $179,487 $191,770 $162,679 $132,550  $144,709 $159,022
  Add:
    Provision for income taxes:
Total Taxes                                                   109,104  122,368  112,645   86,287    84,765   91,042
    Fixed charges as above                                    132,454  126,468  118,201  124,027   107,163  103,494
                                                             ------------------------------------------------------
Total earnings, as defined                                   $421,045 $440,606 $393,525 $342,864  $336,637 $353,558
                                                             ======================================================

Ratio of earnings to fixed charges, as defined                   3.18     3.48     3.33     2.76      3.14     3.42
                                                             ======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                 2.75     3.09     2.93     2.51      2.86     3.10
                                                             ======================================================


- ------------------------
(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-99

                                                              Exhibit 99(d)

                         Entergy Mississippi, Inc.
           Computation of Ratios of Earnings to Fixed Charges and
   Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                         March 31,
                                                              1998    1999      2000     2001     2002      2003
                                                                                         
Fixed charges, as defined:
  Total Interest                                            $40,927   $38,840  $44,877  $50,991  $45,464   $47,318
  Interest applicable to rentals                              1,864     2,261    1,596    1,849    1,916     1,892
                                                            ------------------------------------------------------
Total fixed charges, as defined                              42,791    41,101   46,473   52,840   47,380   $49,210

Preferred dividends, as defined (a)                           4,878     4,878    5,347    4,674    4,490     4,510
                                                           -------------------------------------------------------

Combined fixed charges and preferred dividends, as defined  $47,669   $45,979  $51,820  $57,514  $51,870   $53,720
                                                           =======================================================
Earnings as defined:

  Net Income                                                $62,638   $41,588  $38,973  $39,620  $52,408   $58,895
  Add:
    Provision for income taxes:
    Total income taxes                                       28,031    17,537   22,868   20,464   17,846    21,299
    Fixed charges as above                                   42,791    41,101   46,473   52,840   47,380    49,210
                                                           -------------------------------------------------------

Total earnings, as defined                                 $133,460  $100,226 $108,314 $112,924 $117,634  $129,404
                                                           =======================================================

Ratio of earnings to fixed charges, as defined                 3.12      2.44     2.33     2.14     2.48      2.63
                                                           =======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               2.80      2.18     2.09     1.96     2.27      2.41
                                                           =======================================================


- ------------------------
(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-99

                                                                Exhibit 99(e)

                           Entergy New Orleans, Inc.
            Computation of Ratios of Earnings to Fixed Charges and
     Ratios of Earnings to Combined Fixed Charges and Preferred Dividends


                                                                                                       March 31,
                                                             1998     1999    2000     2001     2002     2003
                                                                                      
Fixed charges, as defined:
  Total Interest                                            $14,792  $14,680 $15,891  $19,661  $27,950  $28,156
  Interest applicable to rentals                              1,045    1,281   1,008      977    1,043    1,014
                                                            ---------------------------------------------------
Total fixed charges, as defined                              15,837   15,961  16,899   20,638   28,993   29,170

Preferred dividends, as defined (a)                           1,566    1,566   1,643    2,898    2,736    2,742
                                                            ---------------------------------------------------

Combined fixed charges and preferred dividends, as defined  $17,403  $17,527 $18,542  $23,536  $31,729  $31,912
                                                            ===================================================

Earnings as defined:

  Net Income                                                $16,137  $18,961 $16,518  ($2,195)   ($230)    (617)
  Add:
    Provision for income taxes:
     Total                                                   10,042   13,030  11,597   (4,396)    (422)    (725)
    Fixed charges as above                                   15,837   15,961  16,899   20,638   28,993   29,170
                                                            ---------------------------------------------------

Total earnings, as defined                                  $42,016  $47,952 $45,014  $14,047  $28,341  $27,828
                                                            ===================================================

Ratio of earnings to fixed charges, as defined                 2.65     3.00    2.66     0.68     0.98     0.95
                                                            ===================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               2.41     2.74    2.43     0.60     0.89     0.87
                                                            ===================================================


- ------------------------
(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 September 30,
    2002 were not adequate to cover combined fixed charges and preferred
    dividends by $13.6 million and $16.3 million, respectively.

EX-99

                                                                Exhibit 99(f)

                   System Energy Resources, Inc.
     Computation of Ratios of Earnings to Fixed Charges and
                 Ratios of Earnings to Fixed Charges


                                                                                                 March 31,
                                                   1998      1999       2000     2001     2002     2003

                                                                                 
Fixed charges, as defined:
  Total Interest                                 $116,060   $147,982  $118,519 $138,018  $76,639   $76,021
  Interest applicable to rentals                    5,189      3,871     5,753    4,458    3,250     3,224
                                                 ---------------------------------------------------------

Total fixed charges, as defined                  $121,249   $151,853  $124,272 $142,476  $79,889   $79,245
                                                 =========================================================

Earnings as defined:
  Net Income                                     $106,476    $82,375   $93,745 $116,355 $103,352   100,359
  Add:
    Provision for income taxes:
      Total                                        77,263     53,851    81,263   43,761   76,177    76,401
    Fixed charges as above                        121,249    151,853   124,272  142,476   79,889    79,245
                                                 ---------------------------------------------------------

Total earnings, as defined                       $304,988   $288,079  $299,280 $302,592 $259,418  $256,005
                                                 =========================================================
Ratio of earnings to fixed charges, as defined       2.52       1.90      2.41     2.12     3.25      3.23
                                                 =========================================================