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 June 30, 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 July 31, 2003
Entergy Corporation	($0.01 par value)	227,962,202

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, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, 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
June 30, 2003

	Page Number
Definitions	1
Entergy Corporation and Subsidiaries
Management's Financial Discussion and Analysis
Results of Operations	4
Liquidity and Capital Resources	9
Significant Factors and Known Trends	12
Critical Accounting Estimates	15
Consolidated Statements of Income	17
Consolidated Statements of Cash Flows	18
Consolidated Balance Sheets	20
Consolidated Statements of Retained Earnings, Comprehensive Income, and       Paid-In Capital	22
Selected Operating Results	23
Notes to Consolidated Financial Statements	24
Entergy Arkansas, Inc.
Management's Financial Discussion and Analysis
Results of Operations	36
Liquidity and Capital Resources	39
Significant Factors and Known Trends	40
Critical Accounting Estimates	41
Income Statements	42
Statements of Cash Flows	43
Balance Sheets	44
Selected Operating Results	46
Entergy Gulf States, Inc.
Management's Financial Discussion and Analysis
Results of Operations	47
Liquidity and Capital Resources	49
Significant Factors and Known Trends	51
Critical Accounting Estimates	51
Statements of Operations	52
Statements of Cash Flows	53
Balance Sheets	54
Statements of Retained Earnings and Comprehensive Income	56
Selected Operating Results	57
Entergy Louisiana, Inc.
Management's Financial Discussion and Analysis
Results of Operations	58
Liquidity and Capital Resources	60
Significant Factors and Known Trends	61
Critical Accounting Estimates	61
Income Statements	62
Statements of Cash Flows	63
Balance Sheets	64
Selected Operating Results	66
Entergy Mississippi, Inc.
Management's Financial Discussion and Analysis
Results of Operations	67
Liquidity and Capital Resources	68
Significant Factors and Known Trends	70
Critical Accounting Estimates	70
Income Statements	71
Statements of Cash Flows	73

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2003

	Page Number
Balance Sheets	74
Selected Operating Results	76
Entergy New Orleans, Inc.
Management's Financial Discussion and Analysis
Results of Operations	77
Liquidity and Capital Resources	79
Significant Factors and Known Trends	80
Critical Accounting Estimates	80
Statements of Operations	81
Statements of Cash Flows	83
Balance Sheets	84
Selected Operating Results	86
System Energy Resources, Inc.
Management's Financial Discussion and Analysis
Results of Operations	87
Liquidity and Capital Resources	87
Significant Factors and Known Trends	88
Critical Accounting Estimates	88
Income Statements	89
Statements of Cash Flows	91
Balance Sheets	92
Notes to Respective Financial Statements	94
Item 4. Controls and Procedures	103
Part II. Other Information
Item 1. Legal Proceedings	104
Item 4. Submission of Matters to a Vote of Security Holders	104
Item 5. Other Information	106
Item 6. Exhibits and Reports on Form 8-K	110
Signature	115

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 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
• resolution of pending investigations of Entergy-Koch's trading practices
• 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.

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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, which was sold by Entergy in 2002
DOE	United States Department of Energy
domestic utility companies	Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, collectively
EITF	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. and Europe during the period
electricity volatility	Measure of price fluctuation over time using standard deviation of daily price differences for into-Entergy and into-Cinergy power prices for the upcoming month
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 subsidiaries of Entergy and Koch Industries, Inc.
Entergy Louisiana	Entergy Louisiana, Inc.
Entergy Mississippi	Entergy Mississippi, Inc.
Entergy New Orleans	Entergy New Orleans, Inc.
FEMA	Federal Emergency Management Agency
FERC	Federal Energy Regulatory Commission
FitzPatrick	James A. FitzPatrick nuclear power plant, 825 MW facility located near Oswego, New York, purchased in November 2000 from NYPA by Entergy's domestic Non-Utility Nuclear business

DEFINITIONS (Continued)

Abbreviation or Acronym	Term
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
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. and Europe 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

DEFINITIONS (Concluded)

Abbreviation or Acronym	Term
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
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 applicable to common stock for the second quarter and six months ended June 30, 2003 and 2002 were as follows:

Entergy's income before taxes is discussed below according to the operating segments listed above. Earnings for the six months ended June 30, 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 the implementation of SFAS 143. See "Critical Accounting Estimates - - SFAS 143" below for discussion of the implementation of SFAS 143. Earnings for the six months ended June 30, 2002 include net charges of $271.5 million net-of-tax reflecting the effect of Entergy's decision to discontinue additional greenfield power plant development and asset impairments resulting from the deteriorating economics of wholesale power markets principally in the United States and the United Kingdom. The net charges are discussed more fully below in the Energy Commodity Services discussion. See Note 6 to the consolidated financial statements for more information concerning Entergy's operating segments and their financial results in 2003 and 2002.

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

U.S. Utility

The decrease in earnings for the U.S. Utility in the second quarter of 2003 compared to the second quarter of 2002 from $194.9 million to $121.7 million was primarily due to a $107.7 million ($65.6 million net-of-tax) accrual of the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs. Also contributing to the decrease was a decrease in operating income, partially offset by decreased income taxes and interest charges.

The decrease in earnings for the U.S. Utility for the six months ended June 30, 2003 compared to the same period in 2002 from $297.2 million to $229.5 million was primarily due to a $107.7 million ($65.6 million net-of-tax) accrual of the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. Also contributing to the decrease was 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 combined with a slight decrease in operating income. See "Critical Accounting Estimates - - SFAS 143" below for discussion of the implementation of SFAS 143. Partially offsetting the decrease in earnings were decreased interest charges and income taxes.

Operating Income

Second Quarter 2003 Compared to Second Quarter 2002

Operating income decreased $39.0 million, a decline of 8.9%, primarily due to:

• a decrease of $15.2 million due to the recognition in income in 2002 at Entergy Gulf States of the unamortized deferred gain on the 1988 sale of Nelson Units 1 and 2. The deferred gain was recognized because the LPSC no longer required that the gain reduce Entergy Gulf States' recoverable fuel;
• a decrease of $15.1 million in net revenue from unbilled sales primarily due to a decrease in the price applied to unbilled sales;
• a decrease of $12.5 million in net revenue primarily due to decreased usage of 738 GWh in the industrial sector, primarily resulting from the loss of large industrial customers to co-generation; and

• an increase in taxes other than income taxes of $12.4 million primarily due to an increase at Entergy Louisiana of $12.2 million due to franchise tax adjustments recorded in 2002 as a result of a favorable court decision that allowed Entergy Louisiana to receive a refund for certain franchise taxes previously expensed and paid under protest.

The decrease in operating income was partially offset by increased net revenue of $12.3 million at Entergy Mississippi due to a base rate increase that became effective in January 2003.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating income decreased $4.2 million, a decline of 0.6%. The following items decreased operating income for the period:

• a decrease of $18.4 million in net revenue due to decreased usage of 1,004 GWh in the industrial sector, primarily resulting from the loss of large industrial customers to co-generation;
• a decrease of $15.3 million in retail sales revenue at Entergy Gulf States due to an LPSC-approved settlement that decreased base rates effective January 2003 and an LPSC base rate decrease effective June 2002;
• a decrease of $15.2 million due to the recognition in income in 2002 at Entergy Gulf States of the unamortized deferred gain on the 1988 sale of Nelson Units 1 and 2. The deferred gain was recognized because the LPSC no longer required that the gain reduce Entergy Gulf States' recoverable fuel;
• an increase of $11 million in depreciation expense primarily due to an increase in plant in service;
• the amortization of deferred capacity charges of $6.1 million for summer of 2001 purchases by Entergy Louisiana; and
• a decrease of $5.5 million primarily due to the September 2002 settlement related to the Vidalia contract. See "Management's Discussion and Analysis" in the Form 10-K for more details regarding the settlement.

The following items increased operating income and largely offset the items that decreased operating income for the period:

• an increase of $34.3 million in net revenue primarily due to increased electricity usage of 813 GWh in the residential and commercial sectors;
• an increase of $21.9 million in net revenue at Entergy Mississippi due to a base rate increase that became effective in January 2003; and
• accruals for potential rate actions and refunds were lower by $7.2 million at Entergy New Orleans.

Other Impacts on Earnings

Miscellaneous income - net decreased $106.3 million in the second quarter of 2003 and $107.1 million for the six months ended June 30, 2003 compared to the same periods in 2002 primarily due to a $107.7 million accrual for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the consolidated financial statements for more details regarding the River Bend abeyed plant costs.

Interest charges decreased $11.4 million and $14.0 million for the second quarter and six months ended June 30, 2003 compared to the same periods in 2002, respectively, primarily due to:

• a decrease of $5.2 million and $4.8 million, respectively, at Entergy New Orleans primarily due to interest accrued in 2002 for potential rate actions and refunds and a true-up of those accruals in May 2003; and
• a decrease of $4.5 million at Entergy Arkansas due to an increase in interest expense in 2002 resulting from the true-up of the annual recovery rider in March 2002.

Other Income Statement Variances

Second Quarter 2003 Compared to Second Quarter 2002

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 in 2003 include an increase in fuel cost recovery revenue of $214.5 million and $7.6 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.

Other operation and maintenance expenses decreased $159.1 million primarily due to decreased expenses at Entergy Arkansas. The March 2002 Settlement Agreement and 2001 earnings review that became final in the second quarter of 2002, allowing Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through previously-collected transition cost account amounts, increased Entergy Arkansas expenses by $159.9 million in 2002. This increase in expenses in 2002 was offset by a regulatory credit and had no effect on 2002 net income.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

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 in 2003 include an increase in fuel cost recovery revenue of $356.5 million and $40.5 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.

Other operation and maintenance expenses decreased $163.9 million primarily due to decreased expenses at Entergy Arkansas. The March 2002 Settlement Agreement and 2001 earnings review that became final in the second quarter of 2002, allowing Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through previously-collected transition cost account amounts, increased Entergy Arkansas expenses by $159.9 million in 2002. This increase in expenses in 2002 was offset by a regulatory credit and had no effect on 2002 net income.

Non-Utility Nuclear

Following are key performance measures for Non-Utility Nuclear for the second quarter and six months ended June 30, 2003 and 2002:

	Second Quarter		Year-to-Date
	2003	2002	2003	2002
Net MW in operation at June 30	3,955	3,445	3,955	3,445
Generation in GWh for the period	7,342	7,449	15,435	14,958
Capacity factor for the period	84.1%	98.5%	88.9%	99.4%

Second Quarter 2003 Compared to Second Quarter 2002

The decrease in earnings for Non-Utility Nuclear from $53.5 million to $44.9 million was primarily due to the lower capacity factor for the quarter and increased amortization of nuclear refueling outage expenses. The lower capacity factor resulted primarily from two planned refueling outages in 2003 as compared to no refueling outages in 2002. The decrease was partially 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.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

The increase in earnings for Non-Utility Nuclear from $93.6 million to $241.8 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 $12.1 million. The lower capacity factor and increased amortization of nuclear refueling outage expenses discussed above in the second quarter comparison caused the decrease. The decrease was partially offset by the ongoing effect of SFAS 143 implementation and the inclusion of earnings from Vermont Yankee, also as discussed above.

Energy Commodity Services

Earnings for Energy Commodity Services for the second quarter and six months ended June 30, 2003 were primarily driven by Entergy's investment in Entergy-Koch. Following are key performance measures for Entergy-Koch's operations for the second quarter and six months ended June 30, 2003 and 2002:

	Second Quarter		Six Months Ended
	2003	2002	2003	2002
Entergy-Koch Trading
Gas volatility	45%	54%	71%	67%
Electricity volatility	52%	51%	72%	45%
Gas marketed (BCF/D) (1)	5.3	5.8	6.6	5.6
Electricity marketed (GWh) (1)	100,865	90,178	224,345	176,270
Gain/loss days	1.4	1.7	1.4	1.9
Gulf South Pipeline
Throughput (BCF/D)	1.90	2.31	2.10	2.50
Production cost ($/MMBtu)	$0.138	$0.096	$0.123	$0.084

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

Second Quarter 2003 Compared to Second Quarter 2002

The increase in earnings for Energy Commodity Services from a $1.7 million loss to $48.6 million in earnings was primarily due to higher earnings from Entergy's investment in Entergy-Koch. The income from Entergy's investment in Entergy-Koch was $54.8 million higher in 2003 primarily as a result of higher earnings at Entergy-Koch Trading (EKT). EKT's favorable results in 2003 were driven primarily by higher earnings in point-of-view trading in gas and electricity. Earnings from financial optimization and physical optimization also increased compared to 2002. Gulf South Pipeline's earnings were essentially equal to earnings in 2002, with the lower throughput and higher production costs offset by higher transportation margins and storage fees. Also contributing to the increase in earnings for Energy Commodity Services in 2003 was $18.1 million ($10.6 million net-of-tax) of charges recorded in 2002 to reflect the effect of Entergy's decision to discontinue additional greenfield power pla nt development and to reflect asset impairments resulting from the deteriorating economics of wholesale power markets in the United States and United Kingdom, as discussed below in the comparison for the six months ended.

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. Certain terms of the partnership arrangement allocate income from various sources, and the taxes on that income, on a significantly disproportionate basis through 2003. Losses and distributions from operations are allocated to the partners equally. Substantially all of Entergy-Koch's profits were allocated to Entergy thus far in 2003 and for all of 2002. Effective January 1, 2004, a revaluation of Entergy-Koch's assets for legal capital account purposes will occur, and future profit allocations will change after the revaluation. The profit allocations other than for weather trading and international trading are expected to become equal, unless special allocations are necessary to equalize the partners' legal capital accounts. Profit alloca tions for weather trading and international trading remain disproportionate to the ownership interests.  Weather trading profit allocation will remain favorable to Koch and international trading profit allocation will remain favorable to Entergy.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

The increase in earnings for Energy Commodity Services from a $216.8 million loss to $142.4 million in earnings was primarily due to $419.5 million ($271.5 million net-of-tax) of charges recorded in 2002, including $18.1 million ($10.6 million net-of-tax) in the second quarter, 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. $180.2 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;
• $167.5 million of the charges 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, the Crete project, and the RS Cogen project. This portion of the charges reflected Entergy's estimate of the effects of reduced spark spreads in the United States and the United Kingdom;
• $39.1 million of the charges related to the restructuring of EWO, including impairments of EWO administrative fixed assets, estimated sublease losses, and employee-related costs for approximately 135 affected employees; and
• $32.7 million of the charges resulted from the write-off of capitalized project development costs for projects that would not be completed.

Higher earnings from Entergy's investment in Entergy-Koch, as discussed above, also contributed to the increase in earnings for the period. The income from Entergy's investment in Entergy-Koch was $111.1 million higher in 2003 primarily as a result of higher earnings at 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.

Revenues for Energy Commodity Services decreased by $99.5 million primarily due to the sale of Damhead Creek in December 2002. The decrease had a minimal effect on earnings in 2003 because of a corresponding reduction in the expenses associated with owning and operating the plant.

Income Taxes

The effective income tax rates for the second quarters of 2003 and 2002 were 37.3% and 37.5%, respectively. The effective income tax rates for the six months ended June 30, 2003 and 2002 were 37.8% and 41.3%, respectively. The difference in the effective income tax rate for the six months ended June 30, 2002 versus the federal statutory rate of 35.0% is primarily due to the effect of book and tax timing differences related to depreciation in the U.S. Utility segment and book losses at Energy Commodity Services, in addition to state income taxes.


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. Following are updates to that information and a discussion of Entergy's cash flow activity in 2003.

Capital Structure

As discussed in the Form 10-K, Entergy Corporation, Entergy Arkansas, Entergy Louisiana, and Entergy Mississippi each had a 364-day credit facility due to expire in May 2003. In April 2003, Entergy Arkansas renewed its credit facility for the same amount, $63 million, until April 2004. In May 2003, Entergy Louisiana and Entergy Mississippi each renewed their facilities for the same amounts, $15 million and $25 million, respectively, until May 2004. Entergy Corporation also renewed its facility in May 2003 for the same amount, $1.45 billion, until May 2004. As of June 30, 2003, $395 million was outstanding on the Entergy Corporation credit facility. No borrowings were outstanding on the other facilities at June 30, 2003.

Capital Expenditure Plans and Other Uses of Capital

Following are the amounts of Entergy's planned construction and other capital investments by operating segment for 2003 through 2005, which have been updated from the planned investments presented in the Form 10-K. (the figures for 2003 include actual spending thus far in 2003)(in millions):

Planned construction and capital investment	2003	2004	2005
U.S. Utility	$1,073	$922	$975
Non-Utility Nuclear	$242	$186	$135
Energy Commodity Services	$86	$73	$1
Other	$10	$6	$6

See the Form 10-K for further discussion of Entergy's capital spending plans for 2003 through 2005.

Dividends and Stock Repurchases

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

Cash Flow Activity

As shown in Entergy's Statements of Cash Flows, cash flows for the six months ended June 30, 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	525	803
Investing activities	(1,135)	(493)
Financing activities	351	(325)
Effect of exchange rates on cash and cash equivalents	1	(6)
Net decrease in cash and cash equivalents	(258)	(21)
Cash and cash equivalents at end of period	$ 1,077	$ 731

Operating Cash Flow Activity

Entergy's cash flow provided by operating activities decreased by $278 million for the six months ended June 30, 2003 compared to the same period in 2002 primarily due to:

• The U.S. Utility provided $509 million in operating cash flow in 2003 compared to providing $722 million in 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-Utility Nuclear segment provided $73 million in operating cash flow in 2003 compared to providing $165 million in 2002 primarily due to increased nuclear refueling outage costs in 2003.
• The non-nuclear wholesale asset business used $59 million in operating cash flow in 2003 compared to using $22 million in 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.

The decrease was partially offset by an increase of $15.0 million in operating cash flow provided by Entergy-Koch, L.P. This increase was due to the receipt of a $75 million dividend from Entergy-Koch, partially offset by an increase in tax payments of $59 million related to Entergy's investment in Entergy-Koch due to increased income from the investment.

Tax Elections

As discussed in the Form 10-K, Entergy Louisiana made a change in its method of accounting for tax purposes related to the contract to purchase power from the Vidalia project. This change provided cash flow benefits in 2001 and 2002. In addition, due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, Entergy expects to obtain cash flow benefits of $1 billion over the years 2003 through 2005. These timing differences will then reverse over the remaining life of Entergy's depreciable assets.

Investing Activities

Net cash used in investing activities increased by $642 million for the six months ended June 30, 2003 compared to the same period in 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 matured in 2002, which provided cash flow in 2002.
• Entergy Gulf States had $70 million and Entergy Mississippi had $73 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. See Note 2 to the consolidated financial statements in this report for discussion of the change in Entergy Mississippi's energy cost recovery rider.
• The Non-Utility Nuclear segment purchased $33 million more nuclear fuel in 2003 than in 2002 to provide for its scheduled refueling outages.

Financing Activities

Financing activities provided $351 million in cash for the six months ended June 30, 2003 compared to using $325 million in 2002 primarily due to:

• Net long-term debt issuances by the U.S. Utility segment were $333 million in 2003 compared to net retirements of $403 million in 2002. See Note 4 to the consolidated financial statements for the details of the long-term debt activity in 2003.
• Entergy Corporation issued $233 million of long-term notes in 2003.
• The non-nuclear wholesale asset business retired $268 million of long-term debt in 2002 related to the repurchase of the rights to acquire turbines discussed in Results of Operations above. Partially offsetting this was the retirement of the $79 million Top of Iowa wind project debt at its maturity in January 2003.

The items providing cash in 2003 were partially offset by a decrease in the net borrowings under Entergy Corporation's credit facilities of $140 million in 2003 compared to an increase of $355 million in 2002.

Following is a summary of the activity through June 30, 2003 involving Entergy's 2003 and 2004 long-term debt maturities.

	Maturity Date
	2003	2004
	(In Millions)
Long-term debt maturities as of December 31, 2002
U. S. Utility	$1,111	$855
Non-Utility Nuclear	$87	$91
Energy Commodity Services	$79	-
Parent and Other	-	$595

Long-term debt retirements in 2003 through June 30
U. S. Utility	$798	$75
Non-Utility Nuclear	-	-
Energy Commodity Services	$79	-
Parent and Other	-	$140

Long-term debt maturities as of June 30, 2003
U. S. Utility	$313	$780
Non-Utility Nuclear	$87	$91
Energy Commodity Services	-	-
Parent and Other	-	$455

Thus far in 2003, including issuances subsequent to June 30, the U.S. Utility has issued $1.8 billion of debt with maturities ranging from 2007 to 2033. Approximately $555 million of the proceeds of the debt issued in 2003 were used for retirements in 2003, and Entergy plans to use the remainder to meet remaining 2003 and 2004 maturities as they occur, with the exception of a $150 million Entergy Louisiana maturity that is expected to be met with internally-generated funds. The Energy Commodity Services debt maturity was paid in January 2003 using money drawn on Entergy Corporation's 364-day credit facility. See Note 4 to the consolidated financial statements for further details of long-term debt issuances and retirements in 2003.

In July 2003, a principal payment of $102 million was made prior to maturity on Non-Utility Nuclear's notes payable to NYPA using money drawn on Entergy Corporation's 364-day credit facility. As a result of this payment, the letters of credit securing the note payable to NYPA will be resized in November 2003. Entergy expects that a portion of the cash collateral backing the letters of credit will be released at that time.

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 and Retail Rate Proceedings

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 recommended that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. In July 2003, Entergy Gulf States filed testimony in which it rebutted the testimony of the LPSC staff. Hearings are scheduled for October 2003.

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the July 2002 settlement between Entergy Louisiana and the LPSC Staff. In accordance with the settlement, Entergy Louisiana filed a revenue requirement analysis in June 2003. The analysis reflected a revenue deficiency, but Entergy Louisiana has not requested a change in rates.

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. In May 2003, the City Council approved the agreement in principle allowing for a $30.2 million increase in base rates effective June 1, 2003. The City Council also approved implementation of formula rate plans for electric and gas service that will be evaluated annually until 2005. The midpoint return on equity of both plans is 11.25%, with a target equity component of 42%. The electric plan provides for a bandwidth of 10.25% to 12.25% and the gas plan provides for a bandwidth of 11% to 11.5%, with earnings within those ranges not resulting in a change in rates. In addition, the City Council approved implementation of a generation performance-based rate calculation in the electric fuel adjust ment clause under which Entergy New Orleans will receive 10% of fuel and purchased power cost savings in excess of $20 million, subject to a 13.25% return on equity limitation for electric operations as provided for in the electric formula rate plan. Entergy New Orleans will bear 10% of any "negative" fuel and purchased power cost savings. Certain intervenors in the proceeding have appealed the City Council's approval to the Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

In approving the agreement in principle, the City Council indicated that if it decides in favor of the plaintiffs in either of the lawsuits described in Part I, Item 1 of the Form 10-K in the paragraphs entitled "Entergy New Orleans Fuel Clause Lawsuit" and "Entergy New Orleans Rate of Return Lawsuit," the effect of that decision on the rate agreement would have to be determined. The City Council also indicated that the Entergy New Orleans power agreements described in Part II, Item 5, "Generation" in this report are fundamental to the rate agreement, and a FERC decision or order requiring a material change in the power agreements may result in a City Council investigation to determine what prospective action, if any, would be warranted by any such FERC decision or order to preserve the benefits that were otherwise projected to accrue to customers under the rate settlement.

Market and Credit Risks

Commodity Price Risk

Power Generation

As discussed more fully in the Form 10-K, the sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business and Energy Commodity Services, unless otherwise contracted, is subject to the fluctuation of market power prices. Following is an updated summary of the amount of Non-Utility Nuclear's and Energy Commodity Services' output that is sold forward as of June 30, 2003 under physical or financial contracts at fixed prices (2003 represents the remainder of the year):

	2003	2004	2005	2006	2007
Non-Utility Nuclear:
% of planned generation sold forward	100%	98%	37%	22%	16%
Planned generation (GWh)	17,436	33,361	34,285	35,016	34,670
Average contracted price per MWh	$37.30	$38.27	$36.51	$34.83	$34.17
Energy Commodity Services:
% of planned generation sold forward	54%	64%	61%	40%	36%
Planned generation (GWh)	1,635	3,117	3,363	3,699	3,848
Contracted spark spread per MWh	$9.98	$10.04	$10.07	$9.60	$9.60

The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy the power produced by the plant, which is through the expiration of the current operating license for the plant.  The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward annually, beginning in November 2005, if power market prices drop below PPA prices.  Accordingly, because the price is not fixed, the table above does not report power from that plant as sold forward after October 2005.

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

The increase in the Energy Commodity Services planned generation sold forward percentages from the percentages reported in the Form 10-K is attributable to the Entergy Louisiana and Entergy New Orleans contracts involving RS Cogen and Independence entered into in 2003 that are described more fully in Part II, Item 5, "Generation." As discussed in Part II, Item 5, these contracts are still subject to a FERC review proceeding scheduled for hearing in February 2004.

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):

	June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
DE@R at end of period	$9.9 million	$15.2 million	$13.6 million	$5.5 million
Average DE@R for the year-to-date period	$16.2 million	$10.8 million	$9.3 million	$6.4 million

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 June 30, 2003	2003		2004	2005-2006	Total
		(In Millions)
Prices actively quoted	$224.0		$0.4	($14.3)	$210.1
Prices provided by other sources	(43.3)		26.1	14.8	(2.4)
Prices based on models	20.6		(20.4)	(23.6)	(23.4)
Total	$201.3		$6.1	($23.1)	$184.3

As of June 30, 2003, approximately 95% 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 for the six months ended June 30, 2003 (in millions):

	2003
Fair value of contracts at December 31, 2002	$90.9
Fair value of contracts settled during the period	(309.4)
Initial recorded value of new contracts entered into during the period	1.1
Net option premiums received during the period	82.7
Change in fair value of contracts attributable to market movements during the period	319.0
Net change in contracts outstanding during the period	93.4
Fair value of contracts at June 30, 2003	$184.3

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.

Retail - 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 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. In June 2003, the PUCT voted 2 to 1 to issue an order on rehearing in the interim solution proceeding. The PUCT issu ed the written order on rehearing in late-July 2003 in which it identified December 2004 as the target date for beginning of the interim solution. Also in July 2003, the PUCT directed the parties to continue negotiations on unresolved issues in the market protocols docket. Several of the parties to that proceeding filed a settlement agreement on the market protocols that will be the subject of a PUCT hearing scheduled for August 20, 2003.

Federal Legislation

Federal legislation intended to facilitate wholesale competition in the electric power industry has been seriously considered by the last three United States Congresses, in both the House of Representatives and the Senate. In 2003, both the House and Senate have passed separate versions of comprehensive energy legislation. The bills contain electricity provisions that would, among other things, repeal PUHCA, repeal or modify PURPA, enact a mechanism for establishing enforceable reliability standards, provide FERC with new authority over utility mergers and acquisitions, and codify FERC's authority over market-based rates. The legislation is now expected to go before a conference committee in the fall of 2003 for resolution of the differences between the two bills.

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, in July 2003 FEMA sent a letter to the Governor of New York transmitting its determination of reasonable assurance that the off-site preparedness for the Indian Point units is adequate. FEMA stated that it had reasonable assurance that appropriate measures to protect the health and safety of surrounding communities can be taken and are capable of being implemented in the event of a radiological incident at Indian Point. After receiving FEMA's review of the Indian Point off-site emergency preparedness plans and procedures, the NRC stated that it had determined that Indian Point's on-site emerg ency preparedness plans and procedures for radiological events meet the requisite criteria for reasonable assurance of adequate protection. The NRC then stated that its overall determination continues to be that Indian Point emergency preparedness is satisfactory and provides reasonable assurance of adequate protection.

Generation

As described in Part II, Item 5 herein, Entergy has filed with the FERC several agreements for the supply of power to Entergy Louisiana and Entergy New Orleans. The agreements involve power purchases from Entergy affiliates. In May 2003, the FERC accepted the agreements for filing, subject to refund, with the contracts becoming effective on June 1, 2003. The FERC also established a hearing process to review the agreements. Several parties have intervened or filed protests regarding the agreements filed with the FERC and the request-for-proposals process that led to the agreements, and the proceeding is set for hearing in February 2004.

Productivity Improvements Initiative

In July 2003 Entergy announced an initiative to achieve productivity improvements with a goal of reducing costs, primarily in the Non-Utility Nuclear and U.S. Utility businesses, while maintaining reliability, safety, and service levels. As part of that initiative, Entergy will offer a voluntary severance program to employees targeting a reduction of approximately 1,000 employees. The voluntary severance program will likely result in restructuring charges for Entergy in the second half of 2003, although the amount of these charges cannot be estimated 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 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 ($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 $19 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.

                    ENTERGY CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
         For the Three and Six Months Ended June 30, 2003 and 2002
                                (Unaudited)

                                                               Three Months Ended             Six Months Ended
                                                               2003          2002            2003          2002
                                                                      (In Thousands, Except Share Data)
OPERATING REVENUES
Domestic electric                                           $1,925,941   $1,686,758      $3,527,679    $3,087,767
Natural gas                                                     33,698       24,982         113,936        71,360
Competitive businesses                                         394,270      384,841         750,017       798,288
                                                            ----------   ----------      ----------    ----------
TOTAL                                                        2,353,909    2,096,581       4,391,632     3,957,415
                                                            ----------   ----------      ----------    ----------

                  OPERATING EXPENSES
Operating and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                  496,014      471,413         884,055       940,274
   Purchased power                                             440,473      233,518         809,172       403,004
   Nuclear refueling outage expenses                            40,251       24,687          79,144        49,874
   Provision for turbine commitments, asset impairments
     and restructuring charges                                       -       18,169          (7,743)      419,542
   Other operation and maintenance                             571,010      727,017       1,095,909     1,251,369
Decommissioning                                                 34,361       18,193          71,859        36,381
Taxes other than income taxes                                  100,505       82,194         198,242       184,565
Depreciation and amortization                                  205,446      205,876         416,492       410,999
Other regulatory charges (credits) - net                         4,273     (170,645)         19,526      (169,082)
                                                            ----------   ----------      ----------    ----------
TOTAL                                                        1,892,333    1,610,422       3,566,656     3,526,926
                                                            ----------   ----------      ----------    ----------

OPERATING INCOME                                               461,576      486,159         824,976       430,489
                                                            ----------   ----------      ----------    ----------

                     OTHER INCOME
Allowance for equity funds used during construction              9,740        8,323          17,027        15,004
Gain on sale of assets                                             761        1,009           1,062         1,674
Interest and dividend income                                    29,927       27,710          59,751        51,237
Equity in earnings of unconsolidated equity affiliates          70,292       16,007         198,353        83,250
Miscellaneous - net                                           (104,212)       1,624         (92,896)       (1,628)
                                                            ----------   ----------      ----------    ----------
TOTAL                                                            6,508       54,673         183,297       149,537
                                                            ----------   ----------      ----------    ----------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                     117,227      121,393         234,962       244,919
Other interest - net                                            16,247       24,902          29,291        40,381
Distributions on preferred securities of subsidiaries            4,709        4,709           9,419         9,419
Allowance for borrowed funds used during construction           (7,449)      (6,291)        (13,168)      (11,930)
                                                            ----------   ----------      ----------    ----------
TOTAL                                                          130,734      144,713         260,504       282,789
                                                            ----------   ----------      ----------    ----------

INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGES                        337,350      396,119         747,769       297,237

Income taxes                                                   125,833      148,534         278,251       122,636
                                                            ----------   ----------      ----------    ----------

INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGES                                          211,517      247,585         469,518       174,601

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

CONSOLIDATED NET INCOME                                        211,517      247,585         612,440       174,601

Preferred dividend requirements and other                        5,876        5,932          11,792        11,872
                                                            ----------   ----------      ----------    ----------

EARNINGS APPLICABLE TO
COMMON STOCK                                                  $205,641     $241,653        $600,648      $162,729
                                                            ==========   ==========      ==========    ==========
Earnings per average common share before cumulative
effect of accounting changes:
    Basic                                                        $0.91        $1.08           $2.03         $0.73
    Diluted                                                      $0.89        $1.06           $1.99         $0.72
Earnings per average common share:
    Basic                                                        $0.91        $1.08           $2.67         $0.73
    Diluted                                                      $0.89        $1.06           $2.61         $0.72
Dividends declared per common share                              $0.35        $0.33           $0.70         $0.66

Average number of common shares outstanding:
    Basic                                                  226,609,159  224,330,654     225,149,356   223,143,647
    Diluted                                                231,579,242  228,847,752     229,916,344   227,588,889

See Notes to Consolidated Financial Statements.




                    ENTERGY CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)

                                                                                       2003          2002
                                                                                          (In Thousands)

                              OPERATING ACTIVITIES
Consolidated net income                                                                $612,440      $174,601
Noncash items included in net income:
  Reserve for regulatory adjustments                                                    (12,080)       12,684
  Other regulatory charges (credits) - net                                               19,526      (169,082)
  Depreciation, amortization, and decommissioning                                       488,351       447,380
  Deferred income taxes and investment tax credits                                      185,872      (171,328)
  Allowance for equity funds used during construction                                   (17,027)      (15,004)
  Cumulative effect of accounting changes                                              (142,922)            -
  Gain on sale of assets - net                                                           (1,062)       (1,674)
  Equity in undistributed earnings of unconsolidated equity affiliates                 (123,352)      (82,962)
  Provision for turbine commitments, asset impairments, and restructuring charges        (7,743)      419,542
Changes in working capital:
  Receivables                                                                          (268,990)     (139,808)
  Fuel inventory                                                                        (25,078)       (7,332)
  Accounts payable                                                                     (153,778)       (9,974)
  Taxes accrued                                                                         (12,266)      255,629
  Interest accrued                                                                      (28,685)      (31,416)
  Deferred fuel                                                                         (96,306)          549
  Other working capital accounts                                                        (81,639)      (43,475)
Provision for estimated losses and reserves                                             110,868        (8,576)
Changes in other regulatory assets                                                       (2,218)      186,824
Other                                                                                    81,352       (13,595)
                                                                                    -----------     ---------
Net cash flow provided by operating activities                                          525,263       802,983
                                                                                    -----------     ---------

                              INVESTING ACTIVITIES
Construction/capital expenditures                                                      (678,162)     (736,670)
Allowance for equity funds used during construction                                      17,027        15,004
Nuclear fuel purchases                                                                 (126,446)     (161,090)
Proceeds from sale/leaseback of nuclear fuel                                             39,089       132,472
Proceeds from sale of businesses                                                         25,414       147,115
Investment in other non-regulated/non-utility properties                                (47,542)      (19,057)
Decrease (increase) in other investments                                               (167,054)       39,460
Proceeds from other temporary investments                                                     -       150,000
Decommissioning trust contributions and realized change in trust assets                 (49,597)      (27,894)
Other regulatory investments                                                           (142,219)      (29,755)
Other                                                                                    (5,603)       (2,690)
                                                                                    -----------     ---------
Net cash flow used in investing activities                                           (1,135,093)     (493,105)
                                                                                    -----------     ---------

See Notes to Consolidated Financial Statements.



                 ENTERGY CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
           For the Six Months Ended June 30, 2003 and 2002
                              (Unaudited)

                                                                           2003          2002
                                                                             (In Thousands)

                        FINANCING ACTIVITIES
Proceeds from the issuance of:
  Long-term debt                                                          1,482,495       299,431
  Common stock                                                              176,765       112,705
Retirement of long-term debt                                               (996,761)     (910,908)
Redemption of preferred stock                                                (2,250)       (1,403)
Changes in short-term borrowings - net                                     (140,000)      334,333
Dividends paid:
  Common stock                                                             (157,355)     (147,329)
  Preferred stock                                                           (11,792)      (11,872)
                                                                         ----------      --------
Net cash flow provided by (used in) financing activities                    351,102      (325,043)
                                                                         ----------      --------

Effect of exchange rates on cash and cash equivalents                         1,181        (5,748)
                                                                         ----------      --------

Net decrease in cash and cash equivalents                                  (257,547)      (20,913)

Cash and cash equivalents at beginning of period                          1,335,328       751,573
                                                                         ----------      --------
Cash and cash equivalents at end of period                               $1,077,781      $730,660
                                                                         ==========      ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest - net of amount capitalized                                   $291,950      $333,750
    Income taxes                                                            $91,282       $33,877
  Noncash investing and financing activities:
     Change in unrealized appreciation/(depreciation) of
       decommissioning trust assets                                         $29,674      ($28,584)
     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
                  June 30, 2003 and December 31, 2002
                             (Unaudited)

                                                                         2003        2002
                                                                          (In Thousands)

                         CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                                  $115,063     $169,788
  Temporary cash investments - at cost,
   which approximates market                                             962,535    1,165,260
  Special deposits                                                           183          280
                                                                     -----------  -----------
     Total cash and cash equivalents                                   1,077,781    1,335,328
                                                                     -----------  -----------
Notes receivable                                                          44,693        2,078
Accounts receivable:
  Customer                                                               438,461      323,215
  Allowance for doubtful accounts                                        (22,741)     (27,285)
  Other                                                                  281,422      244,621
  Accrued unbilled revenues                                              431,532      319,133
                                                                     -----------  -----------
     Total receivables                                                 1,128,674      859,684
                                                                     -----------  -----------
Deferred fuel costs                                                      294,179       55,653
Fuel inventory - at average cost                                         121,546       96,467
Materials and supplies - at average cost                                 547,253      525,900
Deferred nuclear refueling outage costs                                  174,542      163,646
Prepayments and other                                                    157,733      166,827
                                                                     -----------  -----------
TOTAL                                                                  3,546,401    3,205,583
                                                                     -----------  -----------

                 OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                     975,907      824,209
Decommissioning trust funds                                            2,196,536    2,069,198
Non-utility property - at cost (less accumulated depreciation)           239,405      297,294
Other                                                                    453,627      270,889
                                                                     -----------  -----------
TOTAL                                                                  3,865,475    3,461,590
                                                                     -----------  -----------

                 PROPERTY, PLANT AND EQUIPMENT
Electric                                                              27,056,949   26,789,538
Property under capital lease                                             761,039      746,624
Natural gas                                                              214,458      209,969
Construction work in progress                                          1,590,926    1,232,891
Nuclear fuel under capital lease                                         264,013      259,433
Nuclear fuel                                                             278,071      263,609
                                                                     -----------  -----------
TOTAL PROPERTY, PLANT AND EQUIPMENT                                   30,165,456   29,502,064
Less - accumulated depreciation and amortization                      12,265,459   12,307,112
                                                                     -----------  -----------
PROPERTY, PLANT AND EQUIPMENT - NET                                   17,899,997   17,194,952
                                                                     -----------  -----------

                DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                        834,362      844,105
  Unamortized loss on reacquired debt                                    149,147      155,161
  Other regulatory assets                                              1,190,030      738,328
Long-term receivables                                                     22,852       24,703
Goodwill                                                                 377,172      377,172
Other                                                                    947,025      946,375
                                                                     -----------  -----------
TOTAL                                                                  3,520,588    3,085,844
                                                                     -----------  -----------

TOTAL ASSETS                                                         $28,832,461  $26,947,969
                                                                     ===========  ===========
See Notes to Consolidated Financial Statements.



                 ENTERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                 LIABILITIES AND SHAREHOLDERS' EQUITY
                 June 30, 2003 and December 31, 2002
                              (Unaudited)

                                                                         2003          2002
                                                                           (In Thousands)

                      CURRENT LIABILITIES
Currently maturing long-term debt                                        $776,896    $1,191,320
Notes payable                                                                 351           351
Accounts payable                                                          701,689       855,446
Customer deposits                                                         206,101       198,442
Taxes accrued                                                             289,299       385,315
Accumulated deferred income taxes                                         118,243        26,468
Nuclear refueling outage costs                                              2,566        14,244
Interest accrued                                                          146,754       175,440
Obligations under capital leases                                          153,106       153,822
Other                                                                     122,571       171,341
                                                                      -----------   -----------
TOTAL                                                                   2,517,576     3,172,189
                                                                      -----------   -----------

             DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                     4,565,754     4,250,800
Accumulated deferred investment tax credits                               430,909       447,925
Obligations under capital leases                                          156,960       155,943
Other regulatory liabilities                                              276,513       185,579
Decommissioning                                                         2,113,263     1,565,997
Transition to competition                                                  79,098        79,098
Regulatory reserves                                                        44,358        56,438
Accumulated provisions                                                    418,995       389,868
Other                                                                   1,299,515     1,145,232
                                                                      -----------   -----------
TOTAL                                                                   9,385,365     8,276,880
                                                                      -----------   -----------

Long-term debt                                                          7,863,613     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                                                         4,690,152     4,666,753
Retained earnings                                                       4,382,757     3,938,693
Accumulated other comprehensive income (loss)                               6,553       (22,360)
Less - treasury stock, at cost (20,347,971 shares in 2003 and
  25,752,410 shares in 2002)                                              587,451       747,331
                                                                      -----------   -----------
TOTAL                                                                   8,494,493     7,838,237
                                                                      -----------   -----------

Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $28,832,461   $26,947,969
                                                                      ===========   ===========
See Notes to Consolidated Financial Statements.


                      ENTERGY CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE
                        INCOME, AND PAID-IN CAPITAL
           For the Three and Six Months Ended June 30, 2003 and 2002
                                (Unaudited)

                                                                                Three Months Ended
                                                                              2003                    2002
                                                                                   (In Thousands)
                       RETAINED EARNINGS
Retained Earnings - Beginning of period                             $4,255,378              $3,486,122
    Add  - Earnings applicable to common stock                         205,641    $205,641     241,653    $241,653
    Deduct:
        Dividends declared on common stock                              79,192                  74,093
        Capital stock and other expenses                                  (930)                   (159)
                                                                    ----------              ----------
              Total                                                     78,262                  73,934
                                                                    ----------              ----------
Retained Earnings - End of period                                   $4,382,757              $3,653,841
                                                                    ==========              ==========
               ACCUMULATED OTHER COMPREHENSIVE
                 INCOME (LOSS) (Net of Taxes):
Balance at beginning 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)
                                                                    ----------              ----------

Net derivative instrument fair value changes
  arising during the period                                                794         794      14,003      14,003

Foreign currency translation adjustments                                 1,554       1,554       2,101     (64,233)

Net unrealized investment gains (losses)                                39,730      39,730      (5,666)     (5,666)
                                                                    ----------    --------  ----------    --------

Balance at end of period:
  Accumulated derivative instrument fair value changes                 $17,490                 ($3,628)
  Other accumulated comprehensive income (loss) items                  (10,937)                (13,613)
                                                                    ----------              ----------
     Total                                                              $6,553                ($17,241)
                                                                    ===========   --------  ==========    --------
Comprehensive Income                                                              $247,719                $185,757
                                                                                  ========                ========
                        PAID-IN CAPITAL
Paid-in Capital - Beginning of period                               $4,674,510              $4,663,931
  Add:  Common stock issuances related to stock plans                   15,642                   2,823
                                                                    ----------              ----------
Paid-in Capital - End of period                                     $4,690,152              $4,666,754
                                                                    ==========              ==========



                                                                                  Six Months Ended
                                                                              2003                    2002
                                                                                   (In Thousands)
                       RETAINED EARNINGS
Retained Earnings - Beginning of period                             $3,938,693              $3,638,448
    Add  - Earnings applicable to common stock                         600,648    $600,648     162,729    $162,729
    Deduct:
        Dividends declared on common stock                             157,343                 147,355
        Capital stock and other expenses                                  (759)                    (19)
                                                                    ----------              ----------
              Total                                                    156,584                 147,336
                                                                    ----------              ----------
Retained Earnings - End of period                                   $4,382,757              $3,653,841
                                                                    ==========              ==========
               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                                                177         177      14,345      14,345

Foreign currency translation adjustments                                 1,710       1,710      68,057       1,723

Net unrealized investment gains (losses)                                27,026      27,026     (10,849)    (10,849)
                                                                    ----------    --------  ----------    --------

Balance at end of period:
     Accumulated derivative instrument fair value changes              $17,490                 ($3,628)
     Other accumulated comprehensive income (loss) items               (10,937)                (13,613)
                                                                    ----------              ----------
     Total                                                              $6,553                ($17,241)
                                                                    ==========    --------  ==========    --------
Comprehensive Income                                                              $629,561                $167,948
                                                                                  ========                ========
                        PAID-IN CAPITAL
Paid-in Capital - Beginning of period                               $4,666,753              $4,662,704
  Add:  Common stock issuances related to stock plans                   23,399                   4,050
                                                                    ----------              ----------
Paid-in Capital - End of period                                     $4,690,152              $4,666,754
                                                                    ==========              ==========

See Notes to Consolidated Financial Statements.


                   ENTERGY CORPORATION AND SUBSIDIARIES
                       SELECTED OPERATING RESULTS
       For the Three and Six Months Ended June 30, 2003 and 2002
                               (Unaudited)


                                    Three Months Ended     Increase/
          Description               2003         2002     (Decrease)       %
                                      (In Millions)
Domestic Electric Operating Revenues:
  Residential                     $ 618.7      $ 549.6       $ 69.1        13
  Commercial                        469.6        405.6         64.0        16
  Industrial                        544.9        465.7         79.2        17
  Governmental                       51.1         43.1          8.0        19
                                 ----------------------------------
    Total retail                  1,684.3      1,464.0        220.3        15
  Sales for resale                  102.2         84.9         17.3        20
  Other                             139.4        137.8          1.6         1
                                 ----------------------------------
    Total                        $1,925.9    $ 1,686.7      $ 239.2        14
                                 ==================================
Billed Electric Energy
 Sales (GWh):
  Residential                       7,170        7,202          (32)        -
  Commercial                        6,164        6,112           52         1
  Industrial                        9,556       10,294         (738)       (7)
  Governmental                        664          654           10         2
                                 ----------------------------------
    Total retail                   23,554       24,262         (708)       (3)
  Sales for resale                  2,590        2,444          146         6
                                 ----------------------------------
    Total                          26,144       26,706         (562)       (2)
                                 ==================================

                                   Six Months Ended       Increase/
          Description              2003         2002     (Decrease)       %
                                     (In Millions)
Domestic Electric Operating Revenues:
  Residential                   $ 1,182.9    $ 1,051.2      $ 131.7        13
  Commercial                        865.4        762.5        102.9        13
  Industrial                        996.2        861.8        134.4        16
  Governmental                       95.3         81.7         13.6        17
                                 ----------------------------------
    Total retail                  3,139.8      2,757.2        382.6        14
  Sales for resale                  199.1        154.6         44.5        29
  Other                             188.8        176.0         12.8         7
                                 ----------------------------------
    Total                        $3,527.7    $ 3,087.8      $ 439.9        14
                                 ==================================
Billed Electric Energy
 Sales (GWh):
  Residential                      15,013       14,476          537         4
  Commercial                       11,986       11,710          276         2
  Industrial                       18,880       19,884       (1,004)       (5)
  Governmental                      1,297        1,271           26         2
                                 ----------------------------------
    Total retail                   47,176       47,341         (165)        -
  Sales for resale                  5,103        4,658          445        10
                                 ----------------------------------
    Total                          52,279       51,999          280         1
                                 ==================================

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. Regarding the CitiPower warranties and the tax matters described in the Form 10-K, after extended negotiations with the Australian Taxation Office, a settlement agreement was reached in which the Australian Taxation Office agreed to a deduction that reduced the amount of the assessments to A$5.1 million ($3.2 million). Additionally, a settlement agreement was reached with CitiPower in which Entergy agreed to pay the full amount of the amended assessments and CitiPower agreed to pay its own costs and expenses with respect to the Australian Taxation Office negotiations and assessments.

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, and 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. Beginning April 1, 2003, Entergy is 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 some of the 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 insure rs. Beginning April 1, 2003, the maximum amounts of such possible assessments are $54.0 million for the U.S. Utility segment and $84.5 million for the Non-Utility Nuclear segment.

Regarding the spent nuclear fuel storage capacity reported in the Form 10-K, current on-site spent nuclear fuel storage capacity at Grand Gulf 1 is now estimated to be sufficient until approximately 2007, at which time dry cask storage facilities will be placed into service. Current on-site spent nuclear fuel storage capacity at Indian Point is now estimated to be sufficient until 2006, at which time planned additional dry cask storage capacity is to begin operation.

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 reevaluation 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 the accretion expense and depreciation expense under SFAS 143 and the earnings on the decommissioning trust funds and collections in rates 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 six months 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 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. In June 2003, the PUCT voted 2 to 1 to issue an order on rehearing in the interim solution proceeding. The PUCT issu ed the written order on rehearing in late-July 2003 in which it identified December 2004 as the target date for beginning of the interim solution. Also in July 2003, the PUCT directed the parties to continue negotiations on unresolved issues in the market protocols docket. Several of the parties to that proceeding filed a settlement agreement on the market protocols that will be the subject of a PUCT hearing scheduled for August 20, 2003.

Deferred Fuel Costs

In February 2003, Entergy Gulf States implemented a $54 million fuel surcharge authorized by the PUCT to collect under-recovered fuel costs from March through August 2002. The surcharge will be collected through December 2003.

In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. The LPSC staff has submitted several requests for information from Entergy Louisiana. Initially, it was expected that the LPSC staff would issue its audit report in the spring of 2003. That date has been delayed until the fall of 2003, following which a procedural schedule will be established.

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

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

Retail Rate Proceedings

Filings with the APSC

Decommissioning Cost Recovery

The APSC ordered Entergy Arkansas to use a 20-year life extension assumption for ANO 1 and 2 which resulted in the cessation of the collection of funds to decommission ANO 1 and 2 effective in 2001, and the APSC 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. The APSC has scheduled hearings to consider the study for September 2003.

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 River Bend plant costs that had been held in abeyance since 1988, and subsequent proceedings. On July 11, 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court that had affirmed the PUCT disallowance. After considering further judicial courses of action available to it in the proceeding, Entergy Gulf States intends to file a petition for review by the Texas Supreme Court. Nevertheless, after considering the progress of the proceeding in light of the decision of the Court of Appeals, management has concluded that it is prudent to accrue for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs is $107.7 million as of June 30, 2003, and after this accrual Entergy Gulf States has provide d for all potential loss related to current or past contested costs of construction of the River Bend plant. Accrual of the loss reduced second quarter 2003 net income by $65.6 million.

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 recommended that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. In July 2003, Entergy Gulf States filed testimony in which it rebutted the testimony of the LPSC staff. 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 in April 2003. The U.S. Supreme Court ruled in favor of Entergy Louisiana and reversed the LPSC's decision requiring an additional rate reduction and refund.

See Note 2 to the consolidated financial statements in the Form 10-K for a discussion of the July 2002 settlement between Entergy Louisiana and the LPSC Staff. In accordance with the settlement, Entergy Louisiana filed a revenue requirement analysis on June 27, 2003. The analysis reflected a deficiency, but Entergy Louisiana has not requested a change in rates.

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. In May 2003, the City Council approved the agreement in principle allowing for the $30.2 million increase in base rates effective June 1, 2003. Certain intervenors have appealed the City Council's approval to Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

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. In May 2003, the City Council approved a settlement that resolved all matters relating to this proceeding. Pursuant to the resolution of the matter, effective with the first billing cycle in June 2003, Entergy New Orleans credited $14.6 million to the purchased gas adjustment clause account, decreasing the cost responsibility of the gas customers, and debited $6.7 million to the electric fuel adjustment clause account, which increased the cost responsibility of Entergy New Orleans' retail electric customers. Resolution of the matter also required that Entergy New Orleans forego recovery from its gas customers of approximately $3.6 million of gas costs, reflecting an adjustment t hat had been made in the purchased gas adjustment clause account as of January 2002.

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 tables present Entergy's basic and diluted earnings per share (EPS) calculations included on the consolidated income statement:

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 six months ended June 30, 2003, Entergy Corporation issued 5,404,439 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards.

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

Entergy Corporation has in place a 364-day bank credit facility that expires in May 2004 with a borrowing capacity of $1.45 billion, of which $395 million was outstanding as of June 30, 2003. Although the Entergy Corporation credit line expires in May 2004, Entergy has the discretionary option to extend the period to repay the amount then outstanding for an additional 364-day term. Because of this option, which Entergy intends to exercise if it does not renew the credit line or obtain an alternative source of financing, the debt outstanding under the credit line is reflected in long-term debt on the balance sheet. The weighted-average interest rate on Entergy's outstanding borrowings under this facility as of June 30, 2003 was 2.24%. The commitment fee for this facility is currently 0.20% of the line amount. Commitment fees and interest rates on loans under the credit facility can fluctuate depending on the senior debt ratings of the domestic utility companies.

The short-term borrowings of Entergy's subsidiaries are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2004. In addition to borrowing from commercial banks, Entergy's subsidiaries are authorized to borrow from the Entergy System Money Pool (money pool). The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. As of June 30, 2003, Entergy's subsidiaries' authorized limit was $1.6 billion and the outstanding borrowing from the money pool was $148.1 million. There were no borrowings outstanding from external sources.

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

Company	Expiration Date	Amount of Facility	Amount Drawn as of June 30, 2003
Entergy Arkansas	April 2004	$63 million	-
Entergy Louisiana	May 2004	$15 million	-
Entergy Mississippi	May 2004	$25 million	-

The facilities have variable interest rates and the average commitment fee is 0.13%.

The following long-term debt has been issued by Entergy in 2003:

The following long-term debt has been retired by Entergy in 2003:

NOTE 5. RETAINED EARNINGS

On July 27, 2003, Entergy Corporation's Board of Directors declared a common stock dividend of $0.45 per share, payable on September 1, 2003, to holders of record as of August 12, 2003.

NOTE 6. BUSINESS SEGMENT INFORMATION

Entergy's reportable segments as of June 30, 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 second quarters of 2003 and 2002 is as follows (in thousands):

Entergy's segment financial information for the six months ended June 30, 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 six months ended June 30, 2002 includes charges of $419.5 million to operating expenses ($271.5 million net-of-tax), including $18.1 million ($10.6 million net-of-tax) in the second quarter, 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 $1.1 billion for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.1 billion as determined under SFAS 143, increasing utility plant by $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 in the first quarter of 2003 by approximately $21 million net-of-tax ($0.09 per share) as a result of a one-time cumu lative 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 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 in the first quarter of 2003 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:

As discussed in Note 1 to the consolidated financial statements in the Form 10-K, Entergy applies the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, Entergy records the decommissioning trust funds at their fair value on the consolidated balance sheet. The fair value of the securities held in such funds differs from the amounts deposited plus the earnings on the deposits. In accordance with the regulatory treatment for decommissioning trust funds, the domestic utility companies and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) on investment securities in other deferred credits. Prior to the implementation of SFAS 143, the offsetting amount of u nrealized gains/(losses) on investment securities was recorded in accumulated depreciation for the rate-regulated business of the domestic utility companies. Decommissioning trust funds for Pilgrim, Indian Point 2, and Vermont Yankee do not receive regulatory treatment. Accordingly, unrealized gains and losses recorded on the assets in these trust funds are recognized as a separate component of shareholders' equity because these assets are classified as available for sale.

SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," was issued in May 2003 and is effective as of July 1, 2003. This new standard requires mandatorily redeemable financial instruments to be classified and treated as liabilities in the presentation of financial position and results of operations. The only effect of implementing this new standard for Entergy will be the inclusion of long-term debt, preferred stock with sinking fund, and company-obligated mandatorily redeemable preferred securities under the liabilities caption in Entergy's balance sheet. Entergy's results of operations and cash flows will not be affected by this new standard.

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.

__________________________________

In the opinion of the management of Entergy Corporation, 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. The business of the U.S. Utility segment, however, 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.

ENTERGY ARKANSAS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net Income

Second Quarter 2003 Compared to Second Quarter 2002

Net income increased primarily due to the following:

• a decrease in other operation and maintenance expenses, a portion of which is offset by a decrease in other regulatory credits and has no effect on net income;
• a decrease in other interest charges, a portion of which is offset by a decrease in other regulatory credits and has no effect on net income;
• an increase in net wholesale revenue; and
• the effect of the March 2002 settlement agreement and 2001 earnings review, the net impact of which is an $8.5 million increase in net income.

Other operation and maintenance expenses decreased $173.8 million primarily due to:

• decreased expenses of $159.9 million due to the March 2002 settlement agreement and 2001 earnings review allowing Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts in 2002 (offset in other regulatory credits as discussed above);
• a decrease of $7.9 million due to lower customer service support costs;
• a decrease of $2.0 million due to decreased vegetation spending; and
• a decrease of $1.5 million due to lower nuclear maintenance expenses.

An increase in interest expense in 2002 resulting from the true-up of the annual fuel recovery rider in March 2002 decreased other interest charges by $4.5 million. A decrease of $2.5 million (offset in other regulatory credits as discussed above) due to the elimination of the transition cost account obligation as a result of the March 2002 settlement agreement also decreased other interest charges.

Net wholesale revenue increased $3.9 million primarily due to an increase in sales volume to non-associated companies and higher wholesale prices.

Other miscellaneous deductions decreased $2.4 million primarily due to the reversal in the second quarter of 2002 of the first quarter 2002 recording of 2000 ice storm expenses in other operation and maintenance expenses of $2.7 million, as recommended by the APSC staff as part of the March 2002 settlement agreement.

The increase in net income was partially offset by an increase in interest on long-term debt, a decrease in unbilled revenue, and an increase in depreciation and amortization expenses.

Interest on long-term debt increased $2.6 million primarily due to the issuance of the following:

• $150 million of 5.4% Series First Mortgage Bonds in May 2003;
• $100 million of 5.9% Series First Mortgage Bonds in June 2003; and
• $115 million of 5.0% Series First Mortgage Bonds in June 2003.

Unbilled revenue decreased $2.1 million primarily due to less favorable wholesale sales volume.

Depreciation and amortization expenses increased $2.0 million primarily due to an increase in plant in service.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Net income increased primarily due to the following:

• an increase in net base revenue;
• a decrease in other operation and maintenance expenses, a portion of which is offset by a decrease in other regulatory credits and has no effect on net income;
• an increase in net wholesale revenue;
• a decrease in other interest charges, a portion of which is offset by a decrease in other regulatory credits and has no effect on net income;
• a decrease in taxes other than income taxes; and
• the effect of the March 2002 settlement agreement and 2001 earnings review, the net impact of which is an $8.5 million increase in net income.

Net base revenue increased $13.9 million primarily due to increased electricity usage of 295 GWh in the residential and commercial sectors.

Other operation and maintenance expenses decreased $170.3 million primarily due to:

• decreased expenses of $159.9 million due to the March 2002 settlement agreement and 2001 earnings review allowing Entergy Arkansas to recover a large majority of 2000 and 2001 ice storm repair expenses through the previously-collected transition cost account amounts in 2002 (offset in other regulatory credits as discussed above);
• a decrease of $5.0 million due to decreased vegetation spending; and
• a decrease of $4.2 million due to lower nuclear maintenance expenses.

Net wholesale revenue increased $7.4 million primarily due to an increase in sales volume to non-associated companies and higher wholesale prices.

An increase in interest expense in 2002 resulting from the true-up of the annual fuel recovery rider as mentioned above decreased other interest charges by $4.5 million. A decrease of $4.1 million (offset in other regulatory credits as discussed above) due to the elimination of the transition cost account obligation as a result of the March 2002 settlement agreement also decreased other interest charges.

Taxes other than income taxes decreased $2.6 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.

Other miscellaneous deductions decreased $2.0 million primarily due to the reversal in the second quarter of 2002 of the first quarter 2002 recording of 2000 ice storm expenses in other operation and maintenance expenses of $2.7 million as mentioned above.

The increase in net income was partially offset by a decrease in unbilled revenue and an increase in depreciation and amortization expenses.

Unbilled revenue decreased $10.6 million due to less favorable sales volume primarily due to the effect of colder winter weather in December 2002.

Depreciation and amortization expenses increased $6.7 million primarily due to an increase in plant in service.

The March 2002 settlement agreement is discussed further in Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K.

Income Taxes

The effective income tax rates for the second quarters of 2003 and 2002 were 37.1% and 53.4%, respectively. The effective income tax rates for the six months ended June 30, 2003 and 2002 were 38.6% and 42.1%, respectively. The difference in the effective income tax rate for the second quarter 2002 versus the federal statutory rate of 35.0% is primarily due to the effect of flow-through and permanent book and tax timing differences related to the March 2002 settlement agreement in addition to depreciation book and tax timing differences. The difference in the effective income tax rate for the six months ended June 30, 2002 versus the federal statutory rate of 35.0% is primarily due to the aforementioned book and tax timing differences, partially offset by book and tax timing differences related to research and experimental expenses consistent with amended tax returns.

Other Income Statement Variances

Second Quarter 2003 Compared to Second Quarter 2002

Operating revenues increased $27.0 million primarily due to the establishment of an $18.1 million provision for rate refund in 2002 in accordance with the March 2002 settlement agreement and 2001 earnings review. The provision was offset by an increase in other regulatory credits and had no effect on net income in 2002.

Decommissioning expense increased $9.0 million due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." The increase in decommissioning expense is offset by increases in other regulatory credits and interest and dividend income and has no effect on net income.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating revenues increased $11.9 million primarily due to the aforementioned establishment of a $18.1 million provision for rate refund in 2002 in accordance with the March 2002 settlement and 2001 earnings review. The provision was offset by an increase in other regulatory credits and had no effect on net income in 2002.

Decommissioning expense increased $17.9 million due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations." The increase in decommissioning expense is offset by increases in other regulatory credits and interest and dividend income and has no effect on net income.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 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	115,047	133,762
Investing activities	(134,891)	(95,418)
Financing activities	241,155	(94,098)
Net increase (decrease) in cash and cash equivalents	221,311	(55,754)
Cash and cash equivalents at end of period	$ 316,824	$ 47,712

Operating Activities

Cash flow from operations decreased $18.7 million for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 primarily due to an increase in receivables from the money pool, partially offset by a decrease in income taxes paid of $27.2 million.

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

June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
(In Thousands)
$54,606	$4,279	$25,115	$23,794

Money pool activity used $50.3 million of Entergy Arkansas's operating cash flows in the first six months of 2003. 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.

Tax Elections

Due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, Entergy Arkansas expects to obtain cash flow benefits of $375 million over the years 2003 through 2005. These timing differences will then reverse over the remaining life of Entergy Arkansas' depreciable assets.

Investing Activities

The increase of $39.5 million in net cash used in investing activities for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 was primarily due to the maturity of $38.4 million of other temporary investments in the first quarter of 2002.

Financing Activities

The increase of $335.3 million in net cash provided by financing activities for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 was primarily due to the net issuance of $262 million in long-term debt for the six months ended June 30, 2003 compared to the net redemption of $75.4 million of long-term debt for the six months ended June 30, 2002.

Entergy Arkansas has implemented a planned financing program to address its long-term debt maturities and to restructure its debt portfolio, which will result in extended maturities, lowered rates, and additional flexibility.

The following table lists First Mortgage Bonds issued by Entergy Arkansas in 2003:

Issue Date	Description	Maturity		Amount
			(In Thousands)
May 2003	5.4% Series	May 2018	$ 150,000
June 2003	5.9% Series	June 2033	100,000
June 2003	5.0% Series	July 2018	115,000

The following table lists First Mortgage Bonds retired by Entergy Arkansas in 2003:

Retirement Date	Description	Maturity		Amount
			(In Thousands)
March 2003	7.72% Series	March 2003	$ 100,000

Entergy Arkansas used proceeds from an October 2002 First Mortgage Bond issuance for the retirement.

Entergy Arkansas plans to use the proceeds from the 2003 issuances to retire the following First Mortgage Bonds:

Description	Maturity		Amount
		(In Thousands)
6.0% Series	October 2003	$ 155,000
6.65% Series	August 2005	115,000
7.5% Series	August 2007	100,000

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 none was drawn at June 30, 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.

In January 2003, Entergy Arkansas filed a Petition for Declaratory Order to request a finding by the APSC that replacement of the steam generators and reactor vessel closure head at ANO 1 is in the public interest. The APSC found that the replacement is in the public interest in a declaratory order issued in May 2003.

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 and Six Months Ended June 30, 2003 and 2002
                                (Unaudited)

                                                           Three Months Ended     Six Months Ended
                                                            2003       2002      2003         2002
                                                             (In Thousands)        (In Thousands)

                  OPERATING REVENUES
Domestic electric                                         $394,884   $367,926   $757,633    $745,749
                                                          --------   --------   --------    --------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                               41,207     69,210     77,088     173,463
   Purchased power                                         117,415     88,281    223,466     159,955
   Nuclear refueling outage expenses                         5,943      6,197     11,886      13,058
   Other operation and maintenance                          80,303    254,080    165,813     336,115
Decommissioning                                              8,972          -     17,944           -
Taxes other than income taxes                                9,178      9,385     18,012      20,573
Depreciation and amortization                               48,719     46,696     99,887      93,182
Other regulatory credits - net                              (9,792)  (175,317)   (16,532)   (175,722)
                                                          --------   --------   --------    --------
TOTAL                                                      301,945    298,532    597,564     620,624
                                                          --------   --------   --------    --------

OPERATING INCOME                                            92,939     69,394    160,069     125,125
                                                          --------   --------   --------    --------

              OTHER INCOME (DEDUCTIONS)
Allowance for equity funds used during construction          2,801      1,962      4,229       3,300
Interest and dividend income                                 3,122        587      4,627       1,565
Miscellaneous - net                                         (1,171)    (3,538)    (2,513)     (4,528)
                                                          --------   --------   --------    --------
TOTAL                                                        4,752       (989)     6,343         337
                                                          --------   --------   --------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                  21,475     18,916     42,628      41,385
Other interest - net                                         1,039      8,116      2,130      11,047
Distributions on preferred securities of subsidiary          1,275      1,275      2,550       2,550
Allowance for borrowed funds used during construction       (1,700)    (1,237)    (2,626)     (2,184)
                                                          --------   --------   --------    --------
TOTAL                                                       22,089     27,070     44,682      52,798
                                                          --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                                  75,602     41,335    121,730      72,664

Income taxes                                                28,065     22,088     47,048      30,579
                                                          --------   --------   --------    --------

NET INCOME                                                  47,537     19,247     74,682      42,085

Preferred dividend requirements and other                    1,944      1,944      3,888       3,888
                                                          --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $45,593    $17,303    $70,794     $38,197
                                                          ========   ========   ========    ========
See Notes to Respective Financial Statements.



                         ENTERGY ARKANSAS, INC.
                        STATEMENTS OF CASH FLOWS
            For the Six Months Ended June 30, 2003 and 2002
                              (Unaudited)

                                                                     2003         2002
                                                                       (In Thousands)

                   OPERATING ACTIVITIES
Net income                                                           $74,682      $42,085
Noncash items included in net income:
  Other regulatory credits - net                                     (16,532)    (175,722)
  Depreciation, amortization, and decommissioning                    117,831       93,182
  Deferred income taxes and investment tax credits                    (6,842)     (34,997)
  Allowance for equity funds used during construction                 (4,229)      (3,300)
Changes in working capital:
  Receivables                                                        (89,984)       1,059
  Fuel inventory                                                      (1,782)     (11,267)
  Accounts payable                                                    (9,497)     (24,542)
  Taxes accrued                                                       35,880       53,092
  Interest accrued                                                    (1,227)      (5,708)
  Deferred fuel costs                                                (17,634)      65,783
  Other working capital accounts                                       4,815       15,105
Provision for estimated losses and reserves                           (4,308)      (5,756)
Changes in other regulatory assets                                   (20,226)     152,331
Other                                                                 54,100      (27,583)
                                                                    --------     --------
Net cash flow provided by operating activities                       115,047      133,762
                                                                    --------     --------

                   INVESTING ACTIVITIES
Construction expenditures                                           (135,329)    (131,681)
Allowance for equity funds used during construction                    4,229        3,300
Nuclear fuel purchases                                                     -      (60,075)
Proceeds from sale/leaseback of nuclear fuel                               -       60,075
Decommissioning trust contributions and realized
    change in trust assets                                            (3,791)      (5,434)
Changes in other temporary investments - net                               -       38,397
                                                                    --------     --------
Net cash flow used in investing activities                          (134,891)     (95,418)
                                                                    --------     --------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                         362,043       94,557
Retirement of long-term debt                                        (100,000)    (170,000)
Changes in short-term borrowings                                           -         (667)
Dividends paid:
  Common stock                                                       (17,000)     (14,100)
  Preferred stock                                                     (3,888)      (3,888)
                                                                    --------     --------
Net cash flow provided by (used in) financing activities             241,155      (94,098)
                                                                    --------     --------

Net increase (decrease) in cash and cash equivalents                 221,311      (55,754)

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

Cash and cash equivalents at end of period                          $316,824      $47,712
                                                                    ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                               $45,167      $58,161
  Income taxes                                                      ($17,800)      $9,356
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                       $8,508     ($12,481)
  Long-term debt refunded with proceeds from
   long-term debt issued in a prior period                                 -     ($47,000)

See Notes to Respective Financial Statements.



                         ENTERGY ARKANSAS, INC.
                             BALANCE SHEETS
                                 ASSETS
                   June 30, 2003 and December 31, 2002
                                (Unaudited)

                                                                2003        2002
                                                                  (In Thousands)

                 CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                         $15,825      $28,174
  Temporary cash investments - at cost,
    which approximates market                                  300,999       67,339
                                                            ----------   ----------
        Total cash and cash equivalents                        316,824       95,513
                                                            ----------   ----------
Accounts receivable:
  Customer                                                      71,333       67,674
  Allowance for doubtful accounts                               (7,762)      (8,031)
  Associated companies                                          78,605       32,352
  Other                                                         49,283       16,619
  Accrued unbilled revenues                                     74,977       67,838
                                                            ----------   ----------
    Total accounts receivable                                  266,436      176,452
                                                            ----------   ----------
Accumulated deferred income taxes                               10,158        5,061
Fuel inventory - at average cost                                12,663       10,881
Materials and supplies - at average cost                        83,684       78,533
Deferred nuclear refueling outage costs                         13,806       25,858
Prepayments and other                                            6,132        8,335
                                                            ----------   ----------
TOTAL                                                          709,703      400,633
                                                            ----------   ----------

         OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                            11,215       11,215
Decommissioning trust funds                                    346,930      334,631
Non-utility property - at cost (less accumulated depreciation)   1,458        1,460
Other                                                            2,976        2,976
                                                            ----------   ----------
TOTAL                                                          362,579      350,282
                                                            ----------   ----------

                  UTILITY PLANT
Electric                                                     5,787,188    5,644,477
Property under capital lease                                    28,902       30,354
Construction work in progress                                  224,009      132,792
Nuclear fuel under capital lease                                93,607       88,101
Nuclear fuel                                                     8,357       10,543
                                                            ----------   ----------
TOTAL UTILITY PLANT                                          6,142,063    5,906,267
Less - accumulated depreciation and amortization             2,524,734    2,722,342
                                                            ----------   ----------
UTILITY PLANT - NET                                          3,617,329    3,183,925
                                                            ----------   ----------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                              125,607      111,748
  Unamortized loss on reacquired debt                           38,164       39,792
  Other regulatory assets                                      326,098      130,689
Other                                                           61,214       39,899
                                                            ----------   ----------
TOTAL                                                          551,083      322,128
                                                            ----------   ----------

TOTAL ASSETS                                                $5,240,694   $4,256,968
                                                            ==========   ==========
See Notes to Respective Financial Statements.




                            ENTERGY ARKANSAS, INC.
                                BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                      June 30, 2003 and December 31, 2002
                                  (Unaudited)

                                                                   2003        2002

                                                                     (In Thousands)

                 CURRENT LIABILITIES
Currently maturing long-term debt                                 $155,000     $255,000
Accounts payable:
  Associated companies                                              32,806       37,833
  Other                                                            116,678      121,148
Customer deposits                                                   36,398       35,886
Taxes accrued                                                       52,142       16,262
Interest accrued                                                    26,545       27,772
Deferred fuel costs                                                 24,969       42,603
Obligations under capital leases                                    58,932       58,745
System Energy refund                                                 3,509        3,764
Other                                                               13,188       17,734
                                                                ----------   ----------
TOTAL                                                              520,167      616,747
                                                                ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                871,783      821,829
Accumulated deferred investment tax credits                         75,755       78,231
Obligations under capital leases                                    63,578       59,711
Other regulatory liabilities                                        43,855            -
Decommissioning                                                    549,602            -
Accumulated provisions                                              27,155       31,463
Other                                                              138,970      117,847
                                                                ----------   ----------
TOTAL                                                            1,770,698    1,109,081
                                                                ----------   ----------

Long-term debt                                                   1,489,895    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                                                  691,987      638,193
                                                                ----------   ----------
TOTAL                                                            1,399,934    1,346,140
                                                                ----------   ----------

Commitments and Contingencies

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $5,240,694   $4,256,968
                                                                ==========   ==========
See Notes to Respective Financial Statements.


                           ENTERGY ARKANSAS, INC.
                         SELECTED OPERATING RESULTS
         For the Three and Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)


                                Three Months Ended   Increase/
         Description             2003       2002    (Decrease)      %
                                   (In Millions)
Electric Operating Revenues:
  Residential                  $ 106.4    $ 112.4      ($6.0)      (5)
  Commercial                      68.0       71.2       (3.2)      (4)
  Industrial                      75.2       76.8       (1.6)      (2)
  Governmental                     3.7        3.8       (0.1)      (3)
                               -----------------------------
    Total retail                 253.3      264.2      (10.9)      (4)
  Sales for resale
     Associated companies         65.5       51.4       14.1       27
     Non-associated companies     47.9       41.0        6.9       17
  Other                           28.2       11.3       16.9      150
                               -----------------------------
    Total                      $ 394.9    $ 367.9     $ 27.0        7
                               =============================
Billed Electric Energy
 Sales (GWh):
  Residential                    1,374      1,402        (28)      (2)
  Commercial                     1,244      1,219         25        2
  Industrial                     1,754      1,626        128        8
  Governmental                      64         62          2        3
                               -----------------------------
    Total retail                 4,436      4,309        127        3
  Sales for resale
     Associated companies        2,146      1,804        342       19
     Non-associated companies    1,375      1,189        186       16
                               -----------------------------
    Total                        7,957      7,302        655        9
                               =============================

                                Six Months Ended     Increase/
         Description            2003       2002     (Decrease)      %
                                  (In Millions)
Electric Operating Revenues:
  Residential                  $ 237.2    $ 249.6     ($12.4)      (5)
  Commercial                     133.1      143.3      (10.2)      (7)
  Industrial                     143.6      158.5      (14.9)      (9)
  Governmental                     7.1        7.8       (0.7)      (9)
                               -----------------------------
    Total retail                 521.0      559.2      (38.2)      (7)
  Sales for resale
     Associated companies        115.8       93.1       22.7       24
     Non-associated companies     94.3       75.8       18.5       24
  Other                           26.5       17.6        8.9       51
                               -----------------------------
    Total                      $ 757.6    $ 745.7     $ 11.9        2
                               =============================
Billed Electric Energy
 Sales (GWh):
  Residential                    3,312      3,123        189        6
  Commercial                     2,456      2,350        106        5
  Industrial                     3,365      3,232        133        4
  Governmental                     127        124          3        2
                               -----------------------------
    Total retail                 9,260      8,829        431        5
  Sales for resale
     Associated companies        3,754      3,886       (132)      (3)
     Non-associated companies    2,793      2,236        557       25
                               -----------------------------
    Total                       15,807     14,951        856        6
                               =============================

ENTERGY GULF STATES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Entergy Gulf States experienced net losses for the second quarter of 2003 and the six months ended June 30, 2003 primarily due to a $107.7 million accrual ($65.6 million net-of-tax) for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs. Also, as discussed below in "Critical Accounting Estimates", net income for the six months ended June 30, 2003 includes a one-time $21.3 million net-of-tax cumulative effect of accounting change due to the implementation of SFAS 143.

Operating Income

Second Quarter 2003 Compared to Second Quarter 2002

Operating income decreased $34.6 million primarily due to:

• decreased revenue of $6.9 million primarily due to an LPSC-approved settlement that decreased base rates effective January 2003 and an LPSC base rate decrease effective June 2002;
• decreased revenue of $4.1 million due to decreased electricity usage of 134 GWh in the industrial sector, including the loss of large industrial customers to co-generation;
• decreased unbilled revenue of $10.0 million primarily due to a decrease in the price applied to unbilled sales; and
• increased regulatory charges of $13.7 million primarily due to the recognition in income in 2002 of the Louisiana portion of the unamortized deferred gain on the 1988 sale of Nelson Units 1 and 2. The deferred gain was recognized because the LPSC no longer required that the gain reduce Entergy Gulf States' recoverable fuel.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating income decreased $33.4 million primarily due to:

• decreased revenue of $15.3 million primarily due to an LPSC-approved settlement that decreased base rates effective January 2003 and an LPSC base rate decrease effective June 2002;
• decreased revenue of $2.3 million due to decreased electricity usage of 120 GWh in the industrial sector, including the loss of large industrial customers to co-generation; and
• increased regulatory charges of $14.8 million primarily due to the recognition in income in 2002 of the Louisiana portion of the unamortized deferred gain on the 1988 sale of Nelson Units 1 and 2. The deferred gain was recognized because the LPSC no longer required that the gain reduce Entergy Gulf States' recoverable fuel.

The decrease in operating income was partially offset by an increase in revenue of $10.2 million due to increased electricity usage of 231 GWh in the residential and commercial sectors.

Income Taxes

The effective income tax rates for the second quarters of 2003 and 2002 were 47.4% and 38.7%, respectively. The difference in the second quarter 2003 effective income tax rate versus the federal statutory rate of 35.0% is primarily due to flow-through book and tax timing differences and investment tax credit amortization. The difference in the second quarter 2002 effective income tax rate versus the federal statutory rate of 35.0% is primarily due to state income taxes.

There was no meaningful effective income tax rate for the six months ended June 30, 2003 as a result of flow-through book and tax timing differences and investment tax credit amortization generating a tax benefit, while income before income taxes was positive. The effective income tax rate for the six months ended June 30, 2002 was 38.6%. The difference in the effective income tax rate for the six months ended June 30, 2002 versus the federal statutory rate of 35.0% is primarily due to state income taxes.

Other Impacts on Earnings

Miscellaneous income - net decreased $108.8 million in the second quarter of 2003 and $108.5 million for the six months ended June 30, 2003 compared to the same periods in 2002 primarily due to a $107.7 million accrual for the loss that would be associated with a final, non-appealable decision disallowing abeyed River Bend plant costs. See Note 2 to the domestic utility companies and System Energy financial statements for more details regarding the River Bend abeyed plant costs.

Interest on long-term debt increased $2.8 million in the second quarter of 2003 and $5.6 million for the six months ended June 30, 2003 compared to the same periods in 2002 primarily due to the issuance of $340 million of First Mortgage Bonds in November 2002 and $600 million of First Mortgage Bonds in June 2003.

Other Income Statement Variances

Second Quarter 2003 Compared to Second Quarter 2002

Operating revenues increased $133.1 million primarily due to:

• increased fuel recovery revenues of $140.6 million primarily due to higher fuel rates; and
• increased wholesale revenue of $12.4 million primarily due to increased volume to municipal and co-op customers coupled with an increase in the average price of energy supplied for resale sales.

The increase was partially offset by:

• decreased unbilled revenue of $10.0 million primarily due to a decrease in the price applied to unbilled sales;
• decreased revenue of $6.9 million primarily due to an LPSC-approved settlement that decreased base rates effective January 2003 and an LPSC base rate decrease effective June 2002; and
• decreased revenue of $4.1 million due to decreased electricity usage of 134 GWh in the industrial sector, including the loss of large industrial customers to co-generation.

Fuel and purchased power expenses increased $154.9 million primarily due to increases in the market prices of natural gas and purchased power.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating revenues increased $253.5 million primarily due to:

• increased fuel recovery revenues of $218.8 million primarily due to higher fuel rates;
• increased wholesale revenue of $33.1 million primarily due to increased volume to municipal and co-op customers and affiliated systems coupled with an increase in the average price of energy; and
• increased natural gas revenues of $14.3 million primarily due to an increase in the market price of natural gas.

The increase was partially offset by decreased revenue of $17.6 million primarily due to an LPSC-approved settlement that decreased base rates effective January 2003 and an LPSC base rate decrease effective June 2002.

Fuel and purchased power expenses increased $274.2 million primarily due to increases in the market prices of natural gas and purchased power.

Decommissioning expense increased $4.0 million primarily due to the implementation of SFAS 143. The increase in decommissioning expense is offset by increases in other regulatory credits and interest and dividend income and has no effect on net income.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 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	54,228	242,812
Investing activities	(223,296)	(146,521)
Financing activities	281,733	(183,264)
Net increase (decrease) in cash and cash equivalents	112,665	(86,973)
Cash and cash equivalents at end of period	$ 431,069	$ 36,755

Operating Activities

Cash flow from operations decreased $188.6 million for the six months ended June 30, 2003 compared to the same period in 2002 primarily due to money pool activity, higher fuel payments in 2003, and decreased collections of deferred fuel in 2003 due to collections in 2002 of higher balances. Entergy Gulf States expects to file in September 2003 for an additional fuel surcharge to collect additional fuel under-recoveries incurred since the period covered by the current fuel cost surcharge. Money pool activity used $54 million of operating cash flow in 2003 and provided $36 million of operating cash flow in 2002.

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

June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
(In Thousands)
$71,971	$18,131	($7,926)	$27,665

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.

Tax Elections

Due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, Entergy Gulf States expects to obtain cash flow benefits of $200 million over the years 2003 through 2005. These timing differences will then reverse over the remaining life of Entergy Gulf States' depreciable assets.

Investing Activities

Net cash used in investing activities increased $76.8 million for the six months ended June 30, 2003 compared to the same period of 2002 primarily due to the maturity of $44.6 million of other temporary investments providing cash in 2002. The increase was also due to an increase in under-recovered fuel and purchased power expenses of $39.9 million in Texas that have been deferred and are expected to be collected over a period greater than twelve months. See Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K for further discussion of the accounting for fuel costs.

Financing Activities

Financing activities provided cash of $281.7 million for the six months ended June 30, 2003 compared to using $183.3 million in the same period of 2002 primarily due to the issuance of $600 million of long-term debt in June 2003, partially offset by $145 million more long-term debt retirements in 2003 than in 2002.

Entergy Gulf States has implemented a planned financing program to address its 2004 long-term debt maturities and to restructure its debt portfolio, which will result in extended maturities, lowered rates, and sufficient flexibility in its portfolio so that Entergy Gulf States can economically manage Texas utility restructuring to the extent it affects Entergy Gulf States' debt portfolio.

The following table lists First Mortgage Bonds issued by Entergy Gulf States in 2003:

Issue Date	Description	Maturity		Amount
			(In Thousands)
June 2003	3.6% Series	June 2008	$ 325,000
June 2003	Floating Series	June 2007	275,000
July 2003	6.2% Series	July 2033	240,000
July 2003	5.25% Series	August 2015	200,000

The following table lists First Mortgage Bonds retired by Entergy Gulf States in 2003:

Retirement Date	Description	Maturity		Amount
			(In Thousands)
March 2003	6.75% Series	March 2003	$ 33,000
March 2003	Floating Series	June 2003	260,000
July 2003	8.94% Series	January 2022	150,000

Entergy Gulf States intends to use the proceeds remaining from the 2003 issuances to retire the following First Mortgage Bonds:

Description	Maturity		Amount
		(In Thousands)
8.25% Series	April 2004	$ 292,000
Floating Series	September 2004	300,000
8.7% Series	April 2024	294,950

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 recommended that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. In July 2003, Entergy Gulf States filed testimony in which it rebutted the testimony of the LPSC staff. 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 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. In June 2003, the PUCT voted 2 to 1 to issue an order on rehearing in the int erim solution proceeding. The PUCT issued the written order on rehearing in late-July 2003 in which it identified December 2004 as the target date for beginning of the interim solution. Also in July 2003, the PUCT directed the parties to continue negotiations on unresolved issues in the market protocols docket. Several of the parties to that proceeding filed a settlement agreement on the market protocols that will be the subject of a PUCT hearing scheduled for August 20, 2003.

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 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' earnings on an ongoing basis.

                          ENTERGY GULF STATES, INC.
                          STATEMENTS OF OPERATIONS
          For the Three and Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)

                                                                 Three Months Ended      Six Months Ended
                                                                 2003        2002        2003         2002
                                                                  (In Thousands)          (In Thousands)

                    OPERATING REVENUES
Domestic electric                                               $689,765    $559,538  $1,246,004   $1,006,789
Natural gas                                                       10,870       8,025      38,985       24,678
                                                                --------    --------  ----------   ----------
TOTAL                                                            700,635     567,563   1,284,989    1,031,467
                                                                --------    --------  ----------   ----------

                    OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                                    183,264     145,046     322,964      284,900
   Purchased power                                               225,011     108,349     410,325      174,178
   Nuclear refueling outage expenses                               4,603       3,023       7,659        6,079
   Other operation and maintenance                               107,496     107,377     202,573      204,952
Decommissioning                                                    1,999       1,579       7,134        3,152
Taxes other than income taxes                                     30,216      30,674      58,802       61,312
Depreciation and amortization                                     47,786      50,400      97,902      100,693
Other regulatory charges (credits) - net                           1,110     (12,626)      2,787      (12,026)
                                                                --------    --------  ----------   ----------
TOTAL                                                            601,485     433,822   1,110,146      823,240
                                                                --------    --------  ----------   ----------

OPERATING INCOME                                                  99,150     133,741     174,843      208,227
                                                                --------    --------  ----------   ----------

                       OTHER INCOME
Allowance for equity funds used during construction                3,163       2,757       6,174        4,983
Gain on sale of assets                                               312       1,009         614        1,673
Interest and dividend income                                       4,627       2,610       8,967        4,931
Miscellaneous - net                                             (109,139)       (351)   (109,984)      (1,448)
                                                                --------    --------  ----------   ----------
TOTAL                                                           (101,037)      6,025     (94,229)      10,139
                                                                --------    --------  ----------   ----------

                INTEREST AND OTHER CHARGES
Interest on long-term debt                                        35,438      32,649      70,057       64,497
Other interest - net                                               1,696       1,146       3,308        2,743
Distributions on preferred securities of subsidiary                1,859       1,859       3,719        3,719
Allowance for borrowed funds used during construction             (2,637)     (2,354)     (5,241)      (4,614)
                                                                --------    --------  ----------   ----------
TOTAL                                                             36,356      33,300      71,843       66,345
                                                                --------    --------  ----------   ----------

INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE                           (38,243)    106,466       8,771      152,021

Income taxes (benefit)                                           (18,119)     41,230      (4,230)      58,747
                                                                --------    --------  ----------   ----------

INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE                                             (20,124)     65,236      13,001       93,274

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

NET INCOME (LOSS)                                                (20,124)     65,236      (8,332)      93,274

Preferred dividend requirements and other                          1,171       1,226       2,381        2,460
                                                                --------    --------  ----------   ----------

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                                                    ($21,295)    $64,010    ($10,713)     $90,814
                                                                ========    ========  ==========   ==========
See Notes to Respective Financial Statements.



                        ENTERGY GULF STATES, INC.
                        STATEMENTS OF CASH FLOWS
           For the Six Months Ended June 30, 2003 and 2002
                               (Unaudited)

                                                                   2003         2002
                                                                   (In Thousands)

                  OPERATING ACTIVITIES
Net income (loss)                                                 ($8,332)     $93,274
Noncash items included in net income (loss):
  Reserve for regulatory adjustments                              (12,080)       5,070
  Other regulatory charges (credits) - net                          2,787      (12,026)
  Depreciation, amortization, and decommissioning                 105,036      103,845
  Deferred income taxes and investment tax credits                (17,043)     (15,641)
  Allowance for equity funds used during construction              (6,174)      (4,983)
  Cumulative effect of accounting change                           21,333            -
  Gain on sale of assets                                             (614)      (1,673)
Changes in working capital:
  Receivables                                                    (149,089)     (12,275)
  Fuel inventory                                                   (2,200)      (2,893)
  Accounts payable                                                (48,421)      (1,512)
  Taxes accrued                                                   (19,438)      61,696
  Interest accrued                                                 (1,183)      (7,221)
  Deferred fuel costs                                              (6,030)       8,060
  Other working capital accounts                                    3,839       11,213
Provision for estimated losses and reserves                       109,535       (1,238)
Changes in other regulatory assets                                (15,399)       7,499
Other                                                              97,701       11,617
                                                                 --------      -------
Net cash flow provided by operating activities                     54,228      242,812
                                                                 --------      -------

                  INVESTING ACTIVITIES
Construction expenditures                                        (145,912)    (161,118)
Allowance for equity funds used during construction                 6,174        4,983
Nuclear fuel purchases                                            (39,509)     (21,733)
Proceeds from sale/leaseback of nuclear fuel                       31,413       21,923
Decommissioning trust contributions and realized
    change in trust assets                                         (5,813)      (5,464)
Changes in other temporary investments - net                            -       44,643
Other regulatory investments                                      (69,649)     (29,755)
                                                                 --------      -------
Net cash flow used in investing activities                       (223,296)    (146,521)
                                                                 --------      -------

                  FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                      596,464            -
Retirement of long-term debt                                     (293,000)    (148,000)
Redemption of preferred stock                                      (2,250)      (1,404)
Dividends paid:
  Common stock                                                    (17,100)     (31,400)
  Preferred stock                                                  (2,381)      (2,460)
                                                                 --------      -------
Net cash flow provided by (used in) financing activities          281,733     (183,264)
                                                                 --------      -------

Net increase (decrease) in cash and cash equivalents              112,665      (86,973)

Cash and cash equivalents at beginning of period                  318,404      123,728
                                                                 --------      -------
Cash and cash equivalents at end of period                       $431,069      $36,755
                                                                 ========      =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                            $75,664      $75,495
  Income taxes                                                    ($9,305)     $17,700
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                   $10,379      ($6,413)

See Notes to Respective Financial Statements.


                        ENTERGY GULF STATES, INC.
                             BALANCE SHEETS
                                 ASSETS
                  June 30, 2003 and December 31, 2002
                              (Unaudited)

                                                                   2003        2002
                                                                    (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                             $30,177     $25,591
  Temporary cash investments - at cost,
    which approximates market                                      400,892     292,813
                                                                ----------  ----------
        Total cash and cash equivalents                            431,069     318,404
                                                                ----------  ----------
Accounts receivable:
  Customer                                                         134,419      81,879
  Allowance for doubtful accounts                                   (4,304)     (5,893)
  Associated companies                                              82,108      21,356
  Other                                                             38,732      40,156
  Accrued unbilled revenues                                        131,009      95,377
                                                                ----------  ----------
    Total accounts receivable                                      381,964     232,875
                                                                ----------  ----------
Deferred fuel costs                                                176,243     100,564
Accumulated deferred income taxes                                        -       1,681
Fuel inventory - at average cost                                    51,594      49,394
Materials and supplies - at average cost                           101,177      99,190
Prepayments and other                                               33,658      47,206
                                                                ----------  ----------
TOTAL                                                            1,175,705     849,314
                                                                ----------  ----------

            OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                                        256,927     240,735
Non-utility property - at cost (less accumulated depreciation)     136,566     192,975
Other                                                               19,258      18,108
                                                                ----------  ----------
TOTAL                                                              412,751     451,818
                                                                ----------  ----------

                    UTILITY PLANT
Electric                                                         8,044,491   7,895,009
Property under capital lease                                        16,995      19,795
Natural gas                                                         62,290      60,810
Construction work in progress                                      344,101     306,209
Nuclear fuel under capital lease                                    71,570      41,447
                                                                ----------  ----------
TOTAL UTILITY PLANT                                              8,539,447   8,323,270
Less - accumulated depreciation and amortization                 3,897,038   3,885,559
                                                                ----------  ----------
UTILITY PLANT - NET                                              4,642,409   4,437,711
                                                                ----------  ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                  463,464     452,887
  Unamortized loss on reacquired debt                               29,876      31,186
  Other regulatory assets                                          264,804     226,555
Long-term receivables                                               21,341      23,192
Other                                                               40,093      35,194
                                                                ----------  ----------
TOTAL                                                              819,578     769,014
                                                                ----------  ----------

TOTAL ASSETS                                                    $7,050,443  $6,507,857
                                                                ==========  ==========
See Notes to Respective Financial Statements.


                           ENTERGY GULF STATES, INC.
                                BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                     June 30, 2003 and December 31, 2002
                                 (Unaudited)

                                                                  2003        2002
                                                                   (In Thousands)

                CURRENT LIABILITIES
Currently maturing long-term debt                                $292,000     $293,000
Accounts payable:
  Associated companies                                             72,509       51,383
  Other                                                           136,249      205,796
Customer deposits                                                  50,081       48,061
Taxes accrued                                                      16,476       35,914
Accumulated deferred income taxes                                  24,237            -
Nuclear refueling outage costs                                      2,566       14,244
Interest accrued                                                   37,687       38,870
Obligations under capital leases                                   35,252       36,157
Other                                                              17,377       15,441
                                                               ----------   ----------
TOTAL                                                             684,434      738,866
                                                               ----------   ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued             1,329,614    1,310,028
Accumulated deferred investment tax credits                       147,185      156,401
Obligations under capital leases                                   53,312       25,085
Other regulatory liabilities                                       13,259        5,557
Decommissioning                                                   288,515      148,728
Transition to competition                                          79,098       79,098
Regulatory reserves                                                32,658       44,738
Accumulated provisions                                             67,100       65,289
Other                                                             237,006       93,396
                                                               ----------   ----------
TOTAL                                                           2,247,747    1,928,320
                                                               ----------   ----------

Long-term debt                                                  2,267,475    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                                                 422,116      449,929
Accumulated other comprehensive income                              2,753        3,286
                                                               ----------   ----------
TOTAL                                                           1,743,710    1,772,056
                                                               ----------   ----------

Commitments and Contingencies

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $7,050,443   $6,507,857
                                                               ==========   ==========
See Notes to Respective Financial Statements.



                          ENTERGY GULF STATES, INC.
        STATEMENTS OF RETAINED EARNINGS AND COMPREHENSIVE INCOME (LOSS)
          For the Three and Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)

                                                                          Three Months Ended
                                                                     2003                   2002
                                                                            (In Thousands)
                   RETAINED EARNINGS
Retained Earnings - Beginning of period                      $453,111                $383,885
    Add  - Earnings (loss) applicable to common stock         (21,295)   ($21,295)     64,010     $64,010
    Deduct:
        Dividends declared on common stock                      9,700                  16,600
                                                             --------                --------
              Total                                             9,700                  16,600
                                                             --------                --------
Retained Earnings - End of period                            $422,116                $431,295
                                                             ========                ========
            ACCUMULATED OTHER COMPREHENSIVE
                 INCOME (Net of Taxes):
Balance at beginning of period:
  Accumulated derivative instrument fair value changes         $2,095                     $ -

Net derivative instrument fair value changes
  arising during the period                                       658         658       2,078       2,078
                                                             --------    --------    --------     -------

Balance at end of period:
  Accumulated derivative instrument fair value changes         $2,753                  $2,078
                                                             ========    --------    ========    --------
Comprehensive Income (Loss)                                              ($20,637)                $66,088
                                                                         ========                ========

                                                                           Six Months Ended
                                                                     2003                   2002
                                                                             (In Thousands)
                   RETAINED EARNINGS
Retained Earnings - Beginning of period                      $449,929                $371,939
    Add  - Earnings (loss) applicable to common stock         (10,713)   ($10,713)     90,814     $90,814
    Deduct:
        Dividends declared on common stock                     17,100                  31,400
        Capital stock and other expenses                            -                      58
                                                             --------                --------
              Total                                            17,100                  31,458
                                                             --------                --------
Retained Earnings - End of period                            $422,116                $431,295
                                                             ========                ========
            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                                      (533)       (533)      2,078       2,078
                                                             --------     -------    --------    --------

Balance at end of period:
  Accumulated derivative instrument fair value changes         $2,753                  $2,078
                                                             ========    --------    ========    --------
Comprehensive Income (Loss)                                              ($11,246)                $92,892
                                                                         ========                ========

See Notes to Respective Financial Statements.



                         ENTERGY GULF STATES, INC.
                        SELECTED OPERATING RESULTS
         For the Three and Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)


                                     Three Months Ended   Increase/
           Description               2003       2002     (Decrease)      %
                                       (In Millions)
Electric Operating Revenues:
  Residential                      $ 200.3    $ 164.0      $ 36.3       22
  Commercial                         157.9      123.3        34.6       28
  Industrial                         239.0      182.1        56.9       31
  Governmental                        10.9        8.3         2.6       31
                                   ------------------------------
    Total retail                     608.1      477.7       130.4       27
  Sales for resale
     Associated companies              3.5        1.0         2.5      250
     Non-associated companies         45.6       35.7         9.9       28
  Other                               32.6       45.1       (12.5)     (28)
                                   ------------------------------
    Total                          $ 689.8    $ 559.5     $ 130.3       23
                                   ==============================
Billed Electric Energy
 Sales (GWh):
  Residential                        2,203      2,190          13        1
  Commercial                         1,973      1,942          31        2
  Industrial                         3,941      4,075        (134)      (3)
  Governmental                         126        118           8        7
                                   ------------------------------
    Total retail                     8,243      8,325         (82)      (1)
  Sales for resale
     Associated companies               92         25          67      268
     Non-associated companies        1,101      1,155         (54)      (5)
                                   ------------------------------
    Total                            9,436      9,505         (69)      (1)
                                   ==============================

                                    Six Months Ended      Increase/
           Description              2003       2002      (Decrease)      %
                                      (In Millions)
Electric Operating Revenues:
  Residential                      $ 361.3    $ 308.8      $ 52.5       17
  Commercial                         278.9      232.2        46.7       20
  Industrial                         411.9      326.1        85.8       26
  Governmental                        19.8       16.1         3.7       23
                                  -------------------------------
    Total retail                   1,071.9      883.2       188.7       21
  Sales for resale
     Associated companies             14.8        5.5         9.3      169
     Non-associated companies         87.3       63.5        23.8       37
  Other                               72.0       54.6        17.4       32
                                  -------------------------------
    Total                         $1,246.0   $1,006.8     $ 239.2       24
                                  ===============================

Billed Electric Energy
 Sales (GWh):
  Residential                        4,426      4,292         134        3
  Commercial                         3,815      3,718          97        3
  Industrial                         7,599      7,719        (120)      (2)
  Governmental                         248        229          19        8
                                   ------------------------------
    Total retail                    16,088     15,958         130        1
  Sales for resale
     Associated companies              261        129         132      102
     Non-associated companies        2,075      2,213        (138)      (6)
                                   ------------------------------
    Total                           18,424     18,300         124        1
                                   ==============================

ENTERGY LOUISIANA, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Income

Second Quarter 2003 Compared to Second Quarter 2002

Operating income decreased by $43.2 million primarily due to:

• a decrease in base revenue of $6.3 million primarily due to decreased electricity usage of 741GWh in the industrial sector, including the loss of a large industrial customer to co-generation;
• an increase in taxes other than income taxes of $12.2 million primarily due to the franchise tax adjustments recorded in 2002 as a result of a favorable court decision that allowed Entergy Louisiana to receive a refund for certain franchise taxes previously expensed and paid under protest;
• an increase in other operation and maintenance expenses of $8.4 million primarily due to increased benefit costs; and
• a decrease in revenue of $8.1 million due to a decrease in the price applied to unbilled sales.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating income decreased by $29.7 million primarily due to:

• an increase in taxes other than income taxes of $10.5 million primarily due to the franchise tax adjustments mentioned above;
• a decrease in base revenue of $7.9 million primarily due to decreased electricity usage of 1029 GWh in the industrial sector, including the loss of a large industrial customer to co-generation;
• a decrease of $5.5 million primarily due to the September 2002 settlement related to the Vidalia contract. See Entergy Louisiana's "Management Discussion and Analysis" in the Form 10-K for more details regarding the settlement;
• an increase in other operation and maintenance expenses of $4.9 million primarily due to increased benefit costs; and
• the amortization of deferred capacity charges of $4.4 million for the summer of 2001, which began in August 2002.

The decrease in operating income was partially offset by an increase in revenue of $9.0 million due to an increase in the price applied to unbilled sales.

Other Impacts on Earnings

Second Quarter 2003 Compared to Second Quarter 2002

Other income and interest charges decreased pre-tax earnings by $1.7 million primarily due to decreased interest income of $4.2 million and the reversal of the franchise tax interest provision of $2.2 million in 2002 as a result of the favorable court decision that allowed Entergy Louisiana to receive a refund for certain franchise taxes previously expensed and paid under protest discussed above. Offsetting the decrease in earnings, interest on long-term debt decreased $4 million primarily due to the redemption of $150 million of First Mortgage Bonds in June 2003 and the redemption of $187 million of First Mortgage Bonds from April through December of 2002.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Lower interest charges increased pre-tax earnings by $6.2 million primarily due to decreased interest on long-term debt due to the redemption of $150 million of First Mortgage Bonds in June 2003 and the redemption of $187 million of First Mortgage Bonds from April through December of 2002, partially offset by the issuance of $150 million of First Mortgage Bonds in March 2002.

Income Taxes

The effective income tax rates for the second quarters of 2003 and 2002 were 39.5% and 37.0%, respectively. The effective income tax rates for year-to-date 2003 and 2002 were 38.9% and 38.3%, respectively. The differences in the effective income tax rates for the second quarters of 2003 and 2002 and the year-to-date periods ended June 30, 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

Second Quarter 2003 Compared to Second Quarter 2002

Operating revenues increased $86.2 million primarily due to:

• increased fuel cost recovery revenues of $67.9 million due to higher fuel rates; and
• increased wholesale revenues of $29.6 million primarily due to increased sales to affiliated systems.

The increase was offset by decreased electricity usage in the service territory.

Fuel and purchased power expenses increased primarily due to increases in the market prices of natural gas and purchased power.

Decommissioning expense increased $2.5 million primarily due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase in decommissioning expense is offset by regulatory credits and interest and dividend income and has no effect on net income.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating revenues increased $178.6 million primarily due to:

• increased fuel cost recovery revenues of $153.1 million due to higher fuel rates; and
• increased wholesale revenues of $50.4 million primarily due to increased sales to affiliated systems.

The increase was partially offset by a decrease in the volume of unbilled sales.

Fuel and purchased power expenses increased primarily due to increases in the market prices of natural gas and purchased power.

Decommissioning expense increased $5.1 million primarily due to the implementation of SFAS 143, "Accounting for Asset Retirement Obligations," adopted in January 2003. See "Critical Accounting Estimates" for more details on SFAS 143. The increase in decommissioning expense is offset by other regulatory credits and interest and dividend income and has no effect on net income.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 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	137,959	190,639
Investing activities	(105,456)	(97,241)
Financing activities	(250,263)	(121,051)
Net decrease in cash and cash equivalents	(217,760)	(27,653)
Cash and cash equivalents at end of period	$ 94,040	$ 14,755

Operating Activities

Cash flow from operations decreased $52.7 million for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 primarily due to money pool activity which provided $88.3 million of Entergy Louisiana's operating cash flows in the first six months of 2002, partially offset by an increase in customer receivables of $28.0 million in 2002 as a result of the timing of collection of those receivables. Entergy Louisiana's receivables from or (payables) to the money pool were as follows:

June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
(In Thousands)
$15,751	$18,854	($84,470)	$3,812

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.

Tax Elections

As discussed in the Form 10-K, Entergy Louisiana made a change in its method of accounting for tax purposes related to the contract to purchase power from the Vidalia project. This change provided cash flow benefits in 2001 and 2002. In addition, due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, Entergy Louisiana expects to obtain cash flow benefits of $190 million over the years 2003 through 2005. These timing differences will then reverse over the remaining life of Entergy Louisiana's depreciable assets.

Financing Activities

The increase of $129.2 million in net cash used in financing activities for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 was primarily due to:

• the net retirement of an additional $99.1 million of long-term debt during the first six months of 2003 compared to the same period of 2002;
• an increase of $15.1 million in common stock dividends paid; and
• a decrease of $15 million due to a draw made on Entergy Louisiana's 364-day credit facility in 2002.

In June 2003, Entergy Louisiana retired, at maturity, $150 million of 8.5% Series First Mortgage Bonds using cash on hand resulting from the change in method of accounting for tax purposes related to the Vidalia contract. See Entergy Louisiana's "Management Discussion and Analysis" in the Form 10-K for more discussion on the tax accounting election.

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.

In May 2003, Entergy Louisiana renewed its 364-day credit facility through May 31, 2004. The amount available under the credit facility is $15 million, of which none was drawn at June 30, 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, state rate regulation, System Agreement proceedings, industrial and commercial customers, market and credit risks, nuclear matters, environmental risks, and litigation risks. Following is an update to 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 the July 2002 settlement between Entergy Louisiana and the LPSC Staff. In accordance with the settlement, Entergy Louisiana filed a revenue requirement analysis on June 27, 2003. The analysis does not request a change in rates.

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. The following is an update to the Form 10-K.

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 and Six Months Ended June 30, 2003 and 2002
                                (Unaudited)

                                                           Three Months Ended      Six Months Ended
                                                            2003       2002        2003          2002
                                                             (In Thousands)         (In Thousands)

                  OPERATING REVENUES
Domestic electric                                         $569,580   $483,389   $1,031,941    $853,352
                                                          --------   --------   ----------    --------
                  OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                              148,691     85,709      218,999     148,690
   Purchased power                                         164,215    121,899      315,902     201,662
   Nuclear refueling outage expenses                         2,745      2,961        5,490       6,012
   Other operation and maintenance                          89,604     81,193      164,572     159,659
Decommissioning                                              5,142      2,606       10,285       5,211
Taxes other than income taxes                               17,790      5,546       34,513      23,979
Depreciation and amortization                               47,140     45,679       94,972      91,141
Other regulatory charges - net                               2,949      3,315        6,542       6,630
                                                          --------   --------   ----------    --------
TOTAL                                                      478,276    348,908      851,275     642,984
                                                          --------   --------   ----------    --------

OPERATING INCOME                                            91,304    134,481      180,666     210,368
                                                          --------   --------   ----------    --------

                     OTHER INCOME
Allowance for equity funds used during construction          1,598      1,364        3,133       2,432
Interest and dividend income                                 2,390      6,583        5,532       6,819
Miscellaneous - net                                           (743)      (741)      (1,875)     (1,620)
                                                          --------   --------   ----------    --------
TOTAL                                                        3,245      7,206        6,790       7,631
                                                          --------   --------   ----------    --------

              INTEREST AND OTHER CHARGES
Interest on long-term debt                                  17,793     21,815       38,500      45,255
Other interest - net                                           837     (1,161)       1,666         679
Distributions on preferred securities of subsidiary          1,575      1,575        3,150       3,150
Allowance for borrowed funds used during construction       (1,229)    (1,006)      (2,341)     (1,867)
                                                          --------   --------   ----------    --------
TOTAL                                                       18,976     21,223       40,975      47,217
                                                          --------   --------   ----------    --------

INCOME BEFORE INCOME TAXES                                  75,573    120,464      146,481     170,782

Income taxes                                                29,860     44,619       56,961      65,442
                                                          --------   --------   ----------    --------

NET INCOME                                                  45,713     75,845       89,520     105,340

Preferred dividend requirements and other                    1,678      1,678        3,357       3,357
                                                          --------   --------   ----------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                               $44,035    $74,167      $86,163    $101,983
                                                          ========   ========   ==========    ========
See Notes to Respective Financial Statements.



                            ENTERGY LOUISIANA, INC.
                            STATEMENTS OF CASH FLOWS
              For the Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)

                                                                      2003         2002
                                                                       (In Thousands)

                   OPERATING ACTIVITIES
Net income                                                          $89,520     $105,340
Noncash items included in net income:
  Other regulatory charges - net                                      6,542        6,630
  Depreciation, amortization, and decommissioning                   105,257       96,352
  Deferred income taxes and investment tax credits                   35,840       27,874
  Allowance for equity funds used during construction                (3,133)      (2,432)
Changes in working capital:
  Receivables                                                       (30,413)     (57,646)
  Accounts payable                                                  (14,356)      55,199
  Taxes accrued                                                      43,727       58,644
  Interest accrued                                                   (6,776)     (12,986)
  Deferred fuel costs                                               (93,958)     (77,570)
  Other working capital accounts                                      6,170      (17,889)
Provision for estimated losses and reserves                           5,005        1,845
Changes in other regulatory assets                                   20,030       17,967
Other                                                               (25,496)     (10,689)
                                                                   --------     --------
Net cash flow provided by operating activities                      137,959      190,639
                                                                   --------     --------

                   INVESTING ACTIVITIES
Construction expenditures                                           (98,056)     (97,001)
Allowance for equity funds used during construction                   3,133        2,432
Nuclear fuel purchases                                                    -      (50,473)
Proceeds from sale/leaseback of nuclear fuel                              -       50,473
Decommissioning trust contributions and realized
    change in trust assets                                          (10,533)      (8,824)
Changes in other temporary investments - net                              -        6,152
                                                                   --------     --------
Net cash flow used in investing activities                         (105,456)     (97,241)
                                                                   --------     --------

                   FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                              -      144,874
Retirement of long-term debt                                       (183,206)    (228,968)
Changes in short-term borrowings                                          -       15,000
Dividends paid:
  Common stock                                                      (63,700)     (48,600)
  Preferred stock                                                    (3,357)      (3,357)
                                                                   --------     --------
Net cash flow used in financing activities                         (250,263)    (121,051)
                                                                   --------     --------

Net decrease in cash and cash equivalents                          (217,760)     (27,653)

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

Cash and cash equivalents at end of period                          $94,040      $14,755
                                                                   ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period for:
  Interest - net of amount capitalized                              $34,938      $58,943
  Income taxes                                                            -      ($9,983)
 Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
   decommissioning trust assets                                      $4,523      ($3,975)

See Notes to Respective Financial Statements.



                           ENTERGY LOUISIANA, INC.
                               BALANCE SHEETS
                                    ASSETS
                     June 30, 2003 and December 31, 2002
                                 (Unaudited)

                                                                    2003        2002
                                                                      (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                               $7,214     $15,130
  Temporary cash investments - at cost,
    which approximates market                                        86,826     296,670
                                                                 ----------  ----------
        Total cash and cash equivalents                              94,040     311,800
                                                                 ----------  ----------
Accounts receivable:
  Customer                                                           96,218      95,009
  Allowance for doubtful accounts                                    (2,599)     (4,090)
  Associated companies                                               23,720      30,722
  Other                                                              11,148      17,949
  Accrued unbilled revenues                                         145,986     104,470
                                                                 ----------  ----------
    Total accounts receivable                                       274,473     244,060
                                                                 ----------  ----------
Deferred fuel costs                                                  68,356           -
Accumulated deferred income taxes                                         -       4,400
Materials and supplies - at average cost                             77,761      78,327
Deferred nuclear refueling outage costs                               4,624      10,017
Prepayments and other                                                27,573     117,720
                                                                 ----------  ----------
TOTAL                                                               546,827     766,324
                                                                 ----------  ----------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                 14,230      14,230
Decommissioning trust funds                                         140,110     125,054
Non-utility property - at cost (less accumulated depreciation)       21,398      21,489
                                                                 ----------  ----------
TOTAL                                                               175,738     160,773
                                                                 ----------  ----------

                     UTILITY PLANT
Electric                                                          5,700,253   5,557,776
Property under capital lease                                        249,328     241,071
Construction work in progress                                       178,965     147,122
Nuclear fuel under capital lease                                     34,527      50,893
                                                                 ----------  ----------
TOTAL UTILITY PLANT                                               6,163,073   5,996,862
Less - accumulated depreciation and amortization                  2,647,429   2,651,336
                                                                 ----------  ----------
UTILITY PLANT - NET                                               3,515,644   3,345,526
                                                                 ----------  ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                   156,131     157,642
  Unamortized loss on reacquired debt                                24,897      25,846
  Other regulatory assets                                           228,281     119,359
Long-term receivables                                                 1,511       1,511
Other                                                                29,004      26,007
                                                                 ----------  ----------
TOTAL                                                               439,824     330,365
                                                                 ----------  ----------

TOTAL ASSETS                                                     $4,678,033  $4,602,988
                                                                 ==========  ==========
See Notes to Respective Financial Statements.



                           ENTERGY LOUISIANA, INC.
                               BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                    June 30, 2003 and December 31, 2002
                                 (Unaudited)

                                                                              2003        2002
                                                                               (In Thousands)

                      CURRENT LIABILITIES
Currently maturing long-term debt                                            $127,968     $296,366
Accounts payable:
  Associated companies                                                         56,146       54,622
  Other                                                                       103,536      119,416
Customer deposits                                                              64,957       63,255
Taxes accrued                                                                  24,415            -
Accumulated deferred income taxes                                              29,505            -
Interest accrued                                                               23,777       30,553
Deferred fuel costs                                                                 -       25,602
Obligations under capital leases                                               33,927       33,927
Other                                                                           7,345        8,941
                                                                           ----------   ----------
TOTAL                                                                         471,576      632,682
                                                                           ----------   ----------

             DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                         1,627,063    1,695,570
Accumulated deferred investment tax credits                                   103,898      106,539
Obligations under capital leases                                                  600       16,966
Other regulatory liabilities                                                    7,607        6,601
Decommissioning                                                               315,013            -
Accumulated provisions                                                         79,345       74,340
Other                                                                          90,397       95,504
                                                                           ----------   ----------
TOTAL                                                                       2,223,923    1,995,520
                                                                           ----------   ----------

Long-term debt                                                                815,473      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                                                              29,379        6,916
Less - treasury stock, at cost (18,202,573 shares in 2003 and 2002)           120,000      120,000
                                                                           ----------   ----------
TOTAL                                                                       1,097,061    1,074,598
                                                                           ----------   ----------

Commitments and Contingencies

                      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $4,678,033   $4,602,988
                                                                           ==========   ==========
See Notes to Respective Financial Statements.



                        ENTERGY LOUISIANA, INC.
                       SELECTED OPERATING RESULTS
       For the Three and Six Months Ended June 30, 2003 and 2002
                              (Unaudited)


                                        Three Months Ended   Increase/
           Description                  2003        2002    (Decrease)       %
                                           (In Millions)
Electric Operating Revenues:
  Residential                          $173.4      $150.6       $ 22.8       15
  Commercial                            118.1       100.4         17.7       18
  Industrial                            178.6       160.1         18.5       12
  Governmental                           10.6         8.8          1.8       20
                                       -------------------------------
    Total retail                        480.7       419.9         60.8       14
  Sales for resale
     Associated companies                36.0         5.8         30.2      521
     Non-associated companies             2.9         3.5         (0.6)     (17)
  Other                                  50.0        54.2         (4.2)      (8)
                                       -------------------------------
    Total                              $569.6      $483.4       $ 86.2       18
                                       ===============================
Billed Electric Energy
 Sales (GWh):
  Residential                           2,022       2,020            2        -
  Commercial                            1,362       1,352           10        1
  Industrial                            3,051       3,792         (741)     (20)
  Governmental                            125         122            3        2
                                       -------------------------------
    Total retail                        6,560       7,286         (726)     (10)
  Sales for resale
     Associated companies                 492          68          424      624
     Non-associated companies              26          40          (14)     (35)
                                       -------------------------------
    Total                               7,078       7,394         (316)      (4)
                                       ===============================


                                         Six Months Ended      Increase/
           Description                  2003         2002     (Decrease)     %
                                           (In Millions)
Electric Operating Revenues:
  Residential                          $324.4      $270.0       $ 54.4       20
  Commercial                            217.5       181.5         36.0       20
  Industrial                            342.6       289.6         53.0       18
  Governmental                           20.5        16.8          3.7       22
                                     ---------------------------------
    Total retail                        905.0       757.9        147.1       19
  Sales for resale
     Associated companies                59.7         9.1         50.6      556
     Non-associated companies             6.5         6.7         (0.2)      (3)
  Other                                  60.7        79.7        (19.0)     (24)
                                     ---------------------------------
    Total                            $1,031.9      $853.4      $ 178.5       21
                                     =================================

Billed Electric Energy
 Sales (GWh):
  Residential                           4,037       3,942           95        2
  Commercial                            2,619       2,574           45        2
  Industrial                            6,341       7,370       (1,029)     (14)
  Governmental                            255         250            5        2
                                     ---------------------------------
    Total retail                       13,252      14,136         (884)      (6)
  Sales for resale
     Associated companies                 788         153          635      415
     Non-associated companies              69          93          (24)     (26)
                                     ---------------------------------
    Total                              14,109      14,382         (273)      (2)
                                     =================================

ENTERGY MISSISSIPPI, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Income

Second Quarter 2003 Compared to Second Quarter 2002

Operating income increased $15.4 million primarily due to:

• increased revenue of $12.3 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; and
• an increase in revenues of $1.7 million due to an increase in the price applied to unbilled sales.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating income increased $28.5 million primarily due to:

• increased revenue of $21.9 million due to the base rate increase effective January 2003;

• increased revenue of $5.4 million due to increased electricity usage of 138 GWh in the residential and commercial sectors; and
• decreased other operation and maintenance expenses of $4.1 million primarily due to a decrease in plant maintenance costs due to outage costs at fossil plants in 2002.

Other Impacts on Earnings

Interest and dividend income decreased $1.7 million for the six months ended June 30, 2003 compared to the same period in 2002 primarily due to carrying charges on deferred fuel costs in 2002.

Income Taxes

The effective income tax rates for the second quarters of 2003 and 2002 were 36.4% and 36.7%, respectively. The effective income tax rate for the six months ended June 30, 2003 and 2002 was 35.5% for each of the periods.

Other Income Statement Variances

Second Quarter 2003 Compared to Second Quarter 2002

Fuel and purchased power expenses decreased $17.9 million primarily due to reductions in deferred fuel costs and wholesale demand. Refer to "Liquidity and Capital Resources" below for further discussion of future recovery of Entergy Mississippi's deferred fuel costs. The decrease was partially offset by increases in the market prices of natural gas and purchased power.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating revenues increased $35.8 million primarily due to the base rate increase and increased electricity usage discussed above totaling $27.3 million, as well as the following:

• increased Grand Gulf rate rider revenue of $20.2 million due to a higher rate which became effective in October 2002; and
• increased fuel cost recovery revenues of $9.8 million due to higher fuel factors resulting from increases in the market prices of natural gas and purchased power.

The increase in operating revenues was partially offset by a decrease of $20.9 million in wholesale revenues as a result of a decrease in net generation and power purchases resulting in less energy available for resale sales.

Fuel and purchased power expenses decreased $8.9 million primarily due to reductions in deferred fuel costs and wholesale demand, partially offset by increases in the market prices of natural gas and purchased power.

Corresponding to the increase in the Grand Gulf rate rider, other regulatory charges increased $18.5 million primarily due to an increase in deferred capacity costs related to that rider.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 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	73,477	59,204
Investing activities	(154,380)	(57,100)
Financing activities	(52,022)	(46,185)
Net decrease in cash and cash equivalents	(132,925)	(44,081)
Cash and cash equivalents at end of period	$ 14,796	$ 9,967

Operating Activities

Cash flow from operations increased $14.3 million for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 primarily due to increased net income.

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

June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
(In Thousands)
$855	$8,702	($3,827)	$11,505

Money pool activity provided $7.8 million of Entergy Mississippi's operating cash flow for the six months ended June 30, 2003 and provided $15.3 million of operating cash flow for the six months ended June 30, 2002. 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.

Tax Elections

Due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, Entergy Mississippi expects to obtain cash flow benefits of $40 million over the years 2003 through 2005. These timing differences will then reverse over the remaining life of Entergy Mississippi's depreciable assets.

Investing Activities

Net cash used in investing activities increased $97.3 million primarily due to cash used for other regulatory investments of $72.6 million as a result of under-recovered fuel and purchased power costs. In May 2003, Entergy Mississippi filed and the MPSC approved a change in Entergy Mississippi's energy cost recovery rider. Entergy Mississippi will defer collection until 2004 of fuel under-recoveries for the first and second quarters of 2003 that would have been collected in the third and fourth quarters of 2003. The deferred amount of $77.6 million plus carrying charges will be collected over a six-month period beginning January 2004.

The increase was also due to other temporary cash investments of $18.6 million that provided cash in 2002 upon maturity.

Financing Activities

Net cash flow used in financing activities increased $5.8 million for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 primarily due to additional common stock dividends paid in 2003.

Entergy Mississippi has implemented a planned financing program to address its long-term debt maturities and to restructure its debt portfolio, which will result in extended maturities, lowered rates, and additional flexibility.

Entergy Mississippi issued $295 million of First Mortgage Bonds in 2003 as follows:

Issue Date	Description	Maturity	Amount
			(In Thousands)
January 2003	5.15% Series	February 2013	$100,000
March 2003	4.35% Series	April 2008	100,000
May 2003	4.95% Series	June 2018	95,000

Proceeds from the $100 million issuance in March 2003 were used for general corporate purposes, including the retirement of short-term indebtedness and working capital needs. Higher fuel costs in the first quarter of 2003 contributed to the working capital needs. A portion of the proceeds from the other issuances, together with proceeds from the issuance of First Mortgage Bonds in October and December 2002 were used to redeem the following:

Retirement Date	Description	Maturity	Amount
			(In Thousands)
January 2003	7.75% Series	February 2003	$120,000
January 2003	6.625% Series	November 2003	65,000
January 2003	8.25% Series	July 2004	25,000
February 2003	6.25% Series	February 2003	70,000
May 2003	Floating Series	May 2004	50,000

Entergy Mississippi also has $75 million of currently maturing long-term debt due May 2004, a portion of which Entergy Mississippi expects to repay at maturity using a portion of the proceeds from the May 2003 issuance.

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 renewed its 364-day credit facility in the amount of $25 million of which none was drawn at June 30, 2003. The credit facility has an expiration of May 31, 2004.

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 and Six Months Ended June 30, 2003 and 2002
                              (Unaudited)

                                                      Three Months Ended     Six Months Ended
                                                       2003       2002      2003         2002
                                                       (In Thousands)         (In Thousands)

               OPERATING REVENUES
Domestic electric                                    $261,899   $261,743   $489,268    $453,433
                                                     --------   --------   --------    --------
               OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale                          30,436     93,129     62,389     143,698
   Purchased power                                    118,925     74,146    221,873     149,482
   Other operation and maintenance                     41,849     40,763     77,561      81,663
Taxes other than income taxes                          11,835     11,774     22,983      23,507
Depreciation and amortization                          14,585     13,745     29,612      27,251
Other regulatory charges (credits) - net                 (356)    (1,067)       129     (18,349)
                                                     --------   --------   --------    --------
TOTAL                                                 217,274    232,490    414,547     407,252
                                                     --------   --------   --------    --------

OPERATING INCOME                                       44,625     29,253     74,721      46,181
                                                     --------   --------   --------    --------

                  OTHER INCOME
Allowance for equity funds used during construction     1,011      1,076      1,807       2,146
Interest and dividend income                              211      1,185        571       2,227
Miscellaneous - net                                      (416)      (371)    (1,353)     (1,105)
                                                     --------   --------   --------    --------
TOTAL                                                     806      1,890      1,025       3,268
                                                     --------   --------   --------    --------

           INTEREST AND OTHER CHARGES
Interest on long-term debt                             10,322     11,250     21,956      21,212
Other interest - net                                      832        735      1,634       1,356
Allowance for borrowed funds used during construction    (874)      (975)    (1,603)     (1,920)
                                                     --------   --------   --------    --------
TOTAL                                                  10,280     11,010     21,987      20,648
                                                     --------   --------   --------    --------

INCOME BEFORE INCOME TAXES                             35,151     20,133     53,759      28,801

Income taxes                                           12,801      7,381     19,093      10,220
                                                     --------   --------   --------    --------

NET INCOME                                             22,350     12,752     34,666      18,581

Preferred dividend requirements and other                 842        842      1,685       1,685
                                                     --------   --------   --------    --------

EARNINGS APPLICABLE TO
COMMON STOCK                                          $21,508    $11,910    $32,981     $16,896
                                                     ========   ========   ========    ========
See Notes to Respective Financial Statements.



                         ENTERGY MISSISSIPPI, INC.
                         STATEMENTS OF CASH FLOWS
             For the Six Months Ended June 30, 2003 and 2002
                               (Unaudited)

                                                                 2003         2002
                                                                    (In Thousands)

                 OPERATING ACTIVITIES
Net income                                                       $34,666     $18,581
Noncash items included in net income:
  Other regulatory charges (credits) - net                           129     (18,349)
  Depreciation and amortization                                   29,612      27,251
  Deferred income taxes and investment tax credits                23,099      (7,826)
  Allowance for equity funds used during construction             (1,807)     (2,146)
Changes in working capital:
  Receivables                                                    (19,480)     (2,620)
  Fuel inventory                                                     (32)       (758)
  Accounts payable                                               (16,341)      7,488
  Taxes accrued                                                  (20,908)      2,793
  Interest accrued                                                (7,171)       (102)
  Deferred fuel costs                                             33,122      22,792
  Other working capital accounts                                   4,765         122
Provision for estimated losses and reserves                         (530)     (1,153)
Changes in other regulatory assets                                   357     (10,604)
Other                                                             13,996      23,735
                                                                --------    --------
Net cash flow provided by operating activities                    73,477      59,204
                                                                --------    --------

                 INVESTING ACTIVITIES
Construction expenditures                                        (83,617)    (77,812)
Allowance for equity funds used during construction                1,807       2,146
Changes in other temporary investments - net                           -      18,566
Other regulatory investments                                     (72,570)          -
                                                                --------    --------
Net cash flow used in investing activities                      (154,380)    (57,100)
                                                                --------    --------

                 FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt                     292,563           -
Retirement of long-term debt                                    (330,000)    (65,000)
Changes in short-term borrowings                                       -      25,000
Dividends paid:
  Common stock                                                   (12,900)     (4,500)
  Preferred stock                                                 (1,685)     (1,685)
                                                                --------    --------
Net cash flow used in financing activities                       (52,022)    (46,185)
                                                                --------    --------

Net decrease in cash and cash equivalents                       (132,925)    (44,081)

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

Cash and cash equivalents at end of period                       $14,796      $9,967
                                                                ========    ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                           $29,502     $21,272

See Notes to Respective Financial Statements.



                          ENTERGY MISSISSIPPI, INC.
                              BALANCE SHEETS
                                 ASSETS
                    June 30, 2003 and December 31, 2002
                              (Unaudited)

                                                                    2003        2002
                                                                     (In Thousands)

                    CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                              $10,081     $10,782
  Temporary cash investments - at cost,
    which approximates market                                         4,715     136,939
                                                                 ----------  ----------
        Total cash and cash equivalents                              14,796     147,721
                                                                 ----------  ----------
Accounts receivable:
  Customer                                                           71,557      52,480
  Allowance for doubtful accounts                                    (1,079)     (1,633)
  Associated companies                                                3,945      11,978
  Other                                                               3,705       6,434
  Accrued unbilled revenues                                          40,071      29,460
                                                                 ----------  ----------
    Total accounts receivable                                       118,199      98,719
                                                                 ----------  ----------
Deferred fuel costs                                                  77,625      38,177
Accumulated deferred income taxes                                         -       7,822
Fuel inventory - at average cost                                      5,684       5,652
Materials and supplies - at average cost                             19,005      18,650
Prepayments and other                                                15,205      18,777
                                                                 ----------  ----------
TOTAL                                                               250,514     335,518
                                                                 ----------  ----------

            OTHER PROPERTY AND INVESTMENTS
Investment in affiliates - at equity                                  5,531       5,531
Non-utility property - at cost (less accumulated depreciation)        6,530       6,594
                                                                 ----------  ----------
TOTAL                                                                12,061      12,125
                                                                 ----------  ----------

                    UTILITY PLANT
Electric                                                          2,118,329   2,076,828
Property under capital lease                                            156         175
Construction work in progress                                       139,912     102,783
                                                                 ----------  ----------
TOTAL UTILITY PLANT                                               2,258,397   2,179,786
Less - accumulated depreciation and amortization                    791,933     768,609
                                                                 ----------  ----------
UTILITY PLANT - NET                                               1,466,464   1,411,177
                                                                 ----------  ----------

           DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                                     9,999      18,250
  Unamortized loss on reacquired debt                                12,302      12,756
  Other regulatory assets                                            31,562      23,668
Other                                                                23,523      18,878
                                                                 ----------  ----------
TOTAL                                                                77,386      73,552
                                                                 ----------  ----------

TOTAL ASSETS                                                     $1,806,425  $1,832,372
                                                                 ==========  ==========
See Notes to Respective Financial Statements.


                          ENTERGY MISSISSIPPI, INC.
                               BALANCE SHEETS
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   June 30, 2003 and December 31, 2002
                                (Unaudited)

                                                                     2003        2002
                                                                       (In Thousands)

                  CURRENT LIABILITIES
Currently maturing long-term debt                                    $75,000    $255,000
Accounts payable:
  Associated companies                                                57,768      50,973
  Other                                                               15,564      38,700
Customer deposits                                                     34,815      33,264
Taxes accrued                                                              -      20,908
Accumulated deferred income taxes                                      3,060           -
Interest accrued                                                      12,523      19,694
Co-owner advances                                                        295           -
Obligations under capital leases                                          40          39
Other                                                                  1,772       2,070
                                                                  ----------  ----------
TOTAL                                                                200,837     420,648
                                                                  ----------  ----------

         DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued                  306,846     292,809
Accumulated deferred investment tax credits                           15,794      16,497
Obligations under capital leases                                         116         136
Accumulated provisions                                                 7,483       8,013
Other                                                                 67,897      51,670
                                                                  ----------  ----------
TOTAL                                                                398,136     369,125
                                                                  ----------  ----------

Long-term debt                                                       654,876     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                                                    302,928     282,847
                                                                  ----------  ----------
TOTAL                                                                552,576     532,495
                                                                  ----------  ----------

Commitments and Contingencies

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $1,806,425  $1,832,372
                                                                  ==========  ==========
See Notes to Respective Financial Statements.


                        ENTERGY MISSISSIPPI, INC.
                       SELECTED OPERATING RESULTS
       For the Three and Six Months Ended June 30, 2003 and 2002
                               (Unaudited)


                                   Three Months Ended     Increase/
           Description               2003       2002      (Decrease)      %
                                       (In Millions)
Electric Operating Revenues:
  Residential                        $ 94.4     $ 85.6       $ 8.8       10
  Commercial                           83.7       76.1         7.6       10
  Industrial                           45.1       41.4         3.7        9
  Governmental                          8.1        7.3         0.8       11
                                    ------------------------------
    Total retail                      231.3      210.4        20.9       10
  Sales for resale
     Associated companies               4.1       27.0       (22.9)     (85)
     Non-associated companies           5.3        4.1         1.2       29
  Other                                21.2       20.2         1.0        5
                                    ------------------------------
    Total                           $ 261.9    $ 261.7       $ 0.2        -
                                    ==============================

Billed Electric Energy
 Sales (GWh):
  Residential                         1,063      1,086         (23)      (2)
  Commercial                          1,033      1,046         (13)      (1)
  Industrial                            708        705           3        -
  Governmental                           96         92           4        4
                                    ------------------------------
    Total retail                      2,900      2,929         (29)      (1)
  Sales for resale
     Associated companies                 5        563        (558)     (99)
     Non-associated companies            82         50          32       64
                                    ------------------------------
    Total                             2,987      3,542        (555)     (16)
                                    ==============================


                                     Six Months Ended    Increase/
           Description               2003       2002    (Decrease)      %
                                       (In Millions)
Electric Operating Revenues:
  Residential                       $ 183.7    $ 158.6      $ 25.1       16
  Commercial                          159.1      140.2        18.9       13
  Industrial                           85.2       77.6         7.6       10
  Governmental                         15.8       13.6         2.2       16
                                    ------------------------------
    Total retail                      443.8      390.0        53.8       14
  Sales for resale
     Associated companies               9.0       32.3       (23.3)     (72)
     Non-associated companies           9.9        7.5         2.4       32
  Other                                26.6       23.6         3.0       13
                                    ------------------------------
    Total                           $ 489.3    $ 453.4      $ 35.9        8
                                    ==============================

Billed Electric Energy
 Sales (GWh):
  Residential                         2,316      2,212         104        5
  Commercial                          2,044      2,010          34        2
  Industrial                          1,380      1,377           3        -
  Governmental                          190        179          11        6
                                    ------------------------------
    Total retail                      5,930      5,778         152        3
  Sales for resale
     Associated companies                24        608        (584)     (96)
     Non-associated companies           152         97          55       57
                                    ------------------------------
    Total                             6,106      6,483        (377)      (6)
                                    ==============================

ENTERGY NEW ORLEANS, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Operating Income

Second Quarter 2003 Compared to Second Quarter 2002

Operating income increased $4.2 million primarily due to:

• a regulatory credit of $3.8 million related to the deferral of uncollectible accounts. The City Council approved the collection over five years beginning June 2003; and
• an increase of $2.6 million in base revenue as a result of an increase in base rates effective June 1, 2003. The base rate increase is discussed further in Note 2 to the domestic utility companies and System Energy financial statements.

The increase in operating income was partially offset by increased other operation and maintenance expenses of $3.8 million primarily due to:

• an increase in maintenance outage costs at a fossil plant in 2003;
• increased benefit costs; and
• increased outside services expenses.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating income increased $3.9 million primarily due to:

• accruals for potential rate actions and refunds were lower by $7.2 million in 2003;
• an increase of $2.6 million in base revenue as a result of an increase in base rates effective June 1, 2003; and
• an increase in regulatory credits of $3.8 million due to the deferral of uncollectible accounts.

The increase in operating income was partially offset by the following:

• a decrease of $3.8 million in revenue from unbilled sales primarily due to a decrease in volume of and price applied to unbilled sales; and
• increased other operation and maintenance expenses of $5.3 million primarily due to increases in maintenance outage costs at a fossil plant in 2003, benefits costs, and outside services expenses.

Other Impacts on Earnings

Interest charges decreased $5.2 million and $4.8 million for the second quarter 2003 and six months ended June 30, 2003, respectively, primarily due to interest accrued in 2002 for potential rate actions and refunds and a true-up of those accruals in May 2003.

Income Taxes

Second Quarter 2003 Compared to Second Quarter 2002

The effective income tax rates for the second quarters of 2003 and 2002 were 39.4% and 44.7%, respectively. The difference in the effective income tax rate for the second quarter 2003 versus the federal statutory rate of 35.0% is primarily due to state income taxes and book and tax timing differences related to depreciation. The difference for the second quarter of 2002 is due to book and tax timing differences related to depreciation.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

The effective income tax rate for year-to-date 2003 was 42.6%. The difference in the effective income tax rate for year-to-date 2003 versus the federal statutory rate of 35.0% is primarily due to book and tax timing differences related to depreciation. There was no meaningful effective income tax rate for year-to-date 2002 as a result of the net loss generated, while book and tax timing differences related to depreciation caused income tax expense for the period.

Other Income Statement Variances

Second Quarter 2003 Compared to Second Quarter 2002

Operating revenues increased $32.6 million primarily due to:

• increased fuel cost recovery revenues of $16.5 million due to higher fuel rates;
• increased wholesale revenue of $7.4 million due to an increase in volume; and
• increased natural gas revenues of $5.9 million primarily due to an increase in the market price of natural gas.

Fuel and purchased power expenses increased primarily due to increases in the market prices of natural gas and purchased power.

Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002

Operating revenues increased $70.6 million primarily due to:

• increased fuel cost recovery revenues of $28.3 million due to higher fuel rates;
• increased natural gas revenues of $28.3 million primarily due to the increase in market price of natural gas; and
• increased wholesale revenue of $8.9 million due to increased volume.

Fuel and purchased power expenses increased primarily due to increases in the market prices of natural gas and purchased power.

Liquidity and Capital Resources

Cash Flow

Cash flows for the six months ended June 30, 2003 and 2002 were as follows:

	2003	2002
	(In Thousands)
Cash and cash equivalents at beginning of period	$ 66,247	$ 38,184
Cash flow used in:
Operating activities	(34,208)	(15,018 )
Investing activities	(28,768)	(15,284 )
Financing activities	(482)	(482 )
Net decrease in cash and cash equivalents	(63,458)	(30,784 )
Cash and cash equivalents at end of period	$ 2,789	$ 7,400

Operating Activities

The increase of $ 19.2 million in net cash used in operating activities for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 was primarily due to increased customer receivables as a result of increased billed revenues and an increase in the days sales outstanding for 2003 compared to 2002. The increase in net cash used was partially offset by money pool activity and the payment to customers of a portion of the System Energy refund in the first quarter of 2002.

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

June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
(In Thousands)
($13,741)	$3,500	($5,309)	$9,208

Money pool activity provided $17.2 million of Entergy New Orleans' operating cash flows for the six months ended June 30, 2003 and provided $14.5 million of Entergy New Orleans' operating cash flows for the six months ended June 30, 2002. 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.

Tax Elections

Due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, Entergy expects to obtain cash flow benefits of $14 million over the years 2003 through 2005. These timing differences will then reverse over the remaining life of Entergy's depreciable assets

Investing Activities

The increase of $13.5 million in net cash used in investing activities for the six months ended June 30, 2003 compared to the six months ended June 30, 2002 was primarily due to the maturity of $14.9 million of other temporary investments in 2002.

Financing Activities

In July 2003, Entergy New Orleans issued $30 million of 3.875% Series First Mortgage Bonds due August 2008 and $70 million of 5.25% Series First Mortgage Bonds due August 2013. The proceeds from these issuances will be used to redeem, prior to maturity, $30 million of 7% Series First Mortgage Bonds due July 2008, $40 million of 8% Series First Mortgage Bonds due March 2006, and $30 million of 6.65% Series First Mortgage Bonds due March 2004.

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 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.

In May 2003, the City Council approved an agreement in principle entered into by Entergy New Orleans and the Advisors to the City Council that provides for a $30.2 million base rate increase effective June 2003. Refer to Note 2 to the domestic utility companies and System Energy financial statements in the Form 10-K and in this report for further discussion of this proceeding. The City Council also approved implementation of formula rate plans for electric and gas service that will be evaluated annually until 2005. The midpoint return on equity of both plans is 11.25%, with a target equity component of 42%. The electric plan provides for a bandwidth of 10.25% to 12.25% and the gas plan provides for a bandwidth of 11% to 11.5%, with earnings within those ranges not resulting in a change in rates. In addition, the City Council approved implementation of a generation performance-based rate calculation in the fuel adjustment clause under which Entergy New Orleans will receive 10% o f fuel and purchased power cost savings in excess of $20 million, subject to a 13.25% return on equity limitation for electric operations as provided for in the electric formula rate plan. Entergy New Orleans will bear 10% of any "negative" fuel and purchased power cost savings. Certain intervenors in the proceeding have appealed the City Council's approval to the Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

In approving the agreement in principle, the City Council indicated that if it decides in favor of the plaintiffs in either of the lawsuits described in Part I, Item 1 of the Form 10-K in the paragraphs entitled "Entergy New Orleans Fuel Clause Lawsuit" and "Entergy New Orleans Rate of Return Lawsuit," the effect of that decision on the rate agreement would have to be determined. The City Council also indicated that the Entergy New Orleans power agreements described in Part II, Item 5, "Generation" in this report are fundamental to the rate agreement, and a FERC decision or order requiring a material change in the power agreements may result in a City Council investigation to determine what prospective action, if any, would be warranted by any such FERC decision or order to preserve the benefits that were otherwise projected to accrue to customers under the rate settlement.

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 and Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)

                                        Three Months Ended   Six Months Ended
                                          2003      2002      2003     2002
                                          (In Thousands)      (In Thousands)

    OPERATING REVENUES
Domestic electric                        $131,236 $104,465  $220,021  $177,688
Natural gas                                22,829   16,957    74,950    46,681
                                         -------- --------  --------  --------
TOTAL                                     154,065  121,422   294,971   224,369
                                         -------- --------  --------  --------

    OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale              39,349   21,811    92,843    50,468
   Purchased power                         57,622   45,313   103,741    80,822
   Other operation and maintenance         26,988   23,200    50,436    45,112
Taxes other than income taxes              10,030    9,134    20,380    18,426
Depreciation and amortization               6,942    6,891    14,407    13,734
Other regulatory charges (credits) -       (4,177)   1,922    (2,259)    4,331
   net
                                         -------- --------  --------  --------
TOTAL                                     136,754  108,271   279,548   212,893
                                         -------- --------  --------  --------

OPERATING INCOME                           17,311   13,151    15,423    11,476
                                         -------- --------  --------  --------

    OTHER INCOME
Allowance for equity funds used during        904      463     1,152       893
   construction
Interest and dividend income                   44       89       354       363
Miscellaneous - net                          (103)    (377)     (549)     (837)
                                         -------- --------  --------  --------
TOTAL                                         845      175       957       419
                                         -------- --------  --------  --------

    INTEREST AND OTHER CHARGES
Interest on long-term debt                  4,483    4,469     8,950     8,937
Other interest - net                       (1,200)   3,547      (543)    3,998
Allowance for borrowed funds used            (926)    (472)   (1,180)     (866)
                                         -------- --------  --------  --------
   during construction
TOTAL                                       2,357    7,544     7,227    12,069
                                         -------- --------  --------  --------

INCOME (LOSS) BEFORE INCOME TAXES          15,799    5,782     9,153      (174)

Income taxes                                6,219    2,583     3,900       567
                                         -------- --------  --------  --------

NET INCOME (LOSS)                           9,580    3,199     5,253      (741)

Preferred dividend requirements and           241      241       482       482
   other
                                         -------- --------  --------  --------

EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK                               $9,339   $2,958    $4,771   ($1,223)
                                         ======== ========  ========  ========

See Notes to Respective Financial Statements.



                         ENTERGY NEW ORLEANS, INC.
                          STATEMENTS OF CASH FLOWS
               For the Six Months Ended June 30, 2003 and 2002
                                 (Unaudited)

                                                           2003       2002
                                                            (In Thousands)
                 OPERATING ACTIVITIES
Net income                                                  $5,253    ($741)
Noncash items included in net income:
  Other regulatory charges (credits) - net                  (2,259)   4,331
  Depreciation and amortization                             14,407   13,734
  Deferred income taxes and investment tax credits          10,489    3,098
  Allowance for equity funds used during construction       (1,152)    (893)
Changes in working capital:
  Receivables                                              (33,045)     654
  Fuel inventory                                             1,208    3,057
  Accounts payable                                           6,900   14,518
  Taxes accrued                                             (1,999)       -
  Interest accrued                                            (442)   2,295
  Deferred fuel costs                                      (11,805) (18,517)
  Other working capital accounts                           (17,255) (40,041)
Provision for estimated losses and reserves                 (2,454)  (2,258)
Changes in other regulatory assets                          (3,708)      12
Other                                                        1,654    5,733
                                                          -------- --------
Net cash flow used in operating activities                 (34,208) (15,018)
                                                          -------- --------

                 INVESTING ACTIVITIES
Construction expenditures                                  (29,920) (31,036)
Allowance for equity funds used during construction          1,152      893
Changes in other temporary investments - net                     -   14,859
                                                          -------- --------
Net cash flow used in investing activities                 (28,768) (15,284)
                                                          -------- --------

                 FINANCING ACTIVITIES
Dividends paid:
  Preferred stock                                             (482)    (482)
                                                          -------- --------
Net cash flow used in financing activities                    (482)    (482)
                                                          -------- --------

Net decrease in cash and cash equivalents                  (63,458) (30,784)

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

Cash and cash equivalents at end of period                  $2,789   $7,400
                                                          ======== ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest - net of amount capitalized                      $8,541  $10,377

See Notes to Respective Financial Statements.


                         ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                                   ASSETS
                    June 30, 2003 and December 31, 2002
                                (Unaudited)

                                                      2003            2002
                                                         (In Thousands)

                 CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                 $2,789        $11,175
  Temporary cash investments - at cost,
    which approximates market                               -         55,072
                                                     --------       --------
        Total cash and cash equivalents                 2,789         66,247
                                                     --------       --------
Accounts receivable:
  Customer                                             56,866         24,901
  Allowance for doubtful accounts                      (2,861)        (4,774)
  Associated companies                                  1,290          4,901
  Other                                                 7,938         10,133
  Accrued unbilled revenues                            25,930         20,957
                                                     --------       --------
    Total accounts receivable                          89,163         56,118
                                                     --------       --------
Accumulated deferred income taxes                           -          1,230
Fuel inventory - at average cost                        2,076          3,284
Materials and supplies - at average cost                8,289          7,785
Prepayments and other                                  19,998          4,689
                                                     --------       --------
TOTAL                                                 122,315        139,353
                                                     --------       --------

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

                  UTILITY PLANT
Electric                                              637,352        627,249
Natural gas                                           152,103        149,102
Construction work in progress                          61,955         48,345
                                                     --------       --------
TOTAL UTILITY PLANT                                   851,410        824,696
Less - accumulated depreciation and amortization      413,559        403,379
                                                     --------       --------
UTILITY PLANT - NET                                   437,851        421,317
                                                     --------       --------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  Unamortized loss on reacquired debt                     449            556
  Other regulatory assets                              17,612         13,904
Other                                                   9,678          4,855
                                                     --------       --------
TOTAL                                                  27,739         19,315
                                                     --------       --------

TOTAL ASSETS                                         $591,164       $583,244
                                                     ========       ========

See Notes to Respective Financial Statements.


                         ENTERGY NEW ORLEANS, INC.
                               BALANCE SHEETS
                    LIABILITIES AND SHAREHOLDERS' EQUITY
                    June 30, 2003 and December 31, 2002
                                (Unaudited)

                                                      2003            2002
                                                         (In Thousands)

               CURRENT LIABILITIES
Currently maturing long-term debt                     $30,000            $ -
Accounts payable:
  Associated companies                                 32,956         23,228
  Other                                                33,853         36,681
Customer deposits                                      16,187         17,634
Taxes accrued                                               -          1,999
Accumulated deferred income taxes                       2,471              -
Interest accrued                                        6,046          6,488
Deferred fuel costs                                     3,077         14,882
Other                                                   9,707          9,702
                                                     --------       --------
TOTAL                                                 134,297        110,614
                                                     --------       --------

     DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes            29,120         22,245
   accrued
Accumulated deferred investment tax credits             4,667          4,893
SFAS 109 regulatory liability - net                    35,552         31,318
Other regulatory liabilities                              484          1,311
Accumulated provisions                                      -          2,454
Other                                                  34,598         32,776
                                                     --------       --------
TOTAL                                                 104,421         94,997
                                                     --------       --------

Long-term debt                                        199,233        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      33,744         33,744
  in 2003 and 2002
Paid-in capital                                        36,294         36,294
Retained earnings                                      63,395         58,624
                                                     --------       --------
TOTAL                                                 153,213        148,442
                                                     --------       --------

Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $591,164       $583,244
                                                     ========       ========

See Notes to Respective Financial Statements.





                           ENTERGY NEW ORLEANS, INC.
                           SELECTED OPERATING RESULTS
           For the Three and Six Months Ended June 30, 2003 and 2002
                                  (Unaudited)


                                 Three Months Ended         Increase/
         Description              2003         2002        (Decrease)     %
                                     (In Millions)
Electric Operating Revenues:
  Residential                     $ 44.3       $ 37.0          $ 7.3      20
  Commercial                        41.8         34.7            7.1      20
  Industrial                         7.0          5.3            1.7      32
  Governmental                      17.9         14.8            3.1      21
                                 -------      -------       --------
    Total retail                   111.0         91.8           19.2      21
  Sales for resale
     Associated companies            8.5          1.0            7.5     750
     Non-associated companies        0.4          0.5           (0.1)    (20)
  Other                             11.3         11.2            0.1       1
                                 -------      -------       --------
    Total                        $ 131.2      $ 104.5         $ 26.7      26
                                 =======      =======       ========

Billed Electric Energy
 Sales (GWh):
  Residential                        508          504              4       1
  Commercial                         552          554             (2)      -
  Industrial                         101           96              5       5
  Governmental                       252          260             (8)     (3)
                                 -------      -------       --------
    Total retail                   1,413        1,414             (1)      -
  Sales for resale
     Associated companies            101           15             86     573
     Non-associated companies          6            9             (3)    (33)
                                 -------      -------       --------
    Total                          1,520        1,438             82       6
                                 =======      =======       ========


                                         Six Months Ended     Increase/
         Description                    2003         2002    (Decrease)    %
                                     (In Millions)
Electric Operating Revenues:
  Residential                          $ 76.2        $ 64.2     $12.0      19
  Commercial                             76.9          65.4      11.5      18
  Industrial                             13.0           9.9       3.1      31
  Governmental                           32.1          27.4       4.7      17
                                      -------       -------     -----
    Total retail                        198.2         166.9      31.3      19
  Sales for resale
     Associated companies                10.2           1.3       8.9     685
     Non-associated companies             1.0           1.0
                                                                    -       -
  Other                                  10.6           8.5       2.1      25
                                      -------       -------     -----
    Total                             $ 220.0       $ 177.7     $42.3      24
                                      =======       =======     =====

Billed Electric Energy
 Sales (GWh):
  Residential                             922           907        15       2
  Commercial                            1,052         1,059        (7)     (1)
  Industrial                              193           185         8       4
  Governmental                            477           490       (13)     (3)
                                      -------        ------     -----
    Total retail                        2,644         2,641         3       -
  Sales for resale
     Associated companies                 124            31        93     300
     Non-associated companies              14            20        (6)    (30)
                                      -------        ------     -----
    Total                               2,782         2,692        90       3
                                      =======        ======     =====

SYSTEM ENERGY RESOURCES, INC.

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Results of Operations

Net income decreased $2.4 million and $5.4 million for the second quarter 2003 and six months ended June 30, 2003, respectively, compared to the same periods in 2002 primarily due to a decrease in rate base in 2003 resulting in lower operating income. The effective income tax rates for the second quarters of 2003 and 2002 were 44.3% and 43.1%, respectively. The effective income tax rates for the six months ended June 30, 2003 and 2002 were 44.0% and 41.8%, 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 six months ended June 30, 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	162,389	121,604
Investing activities	(209,712)	2,714
Financing activities	(58,775)	(80,791)
Net increase (decrease) in cash and cash equivalents	(106,098)	43,527
Cash and cash equivalents at end of period	$ 7,061	$ 93,106

Operating Activities

Cash flow from operations increased $40.8 million for the six months ended June 30, 2003 compared to the same period in 2002 primarily due to money pool activity. System Energy's receivables from the money pool were as follows:

June 30, 2003	December 31, 2002	June 30, 2002	December 31, 2001
(In Thousands)
$1,279	$7,046	$62,845	$13,853

Money pool activity provided $5.8 million of System Energy's operating cash flows in the six months ended June 30, 2003. System Energy's cash balance is currently very low as a result of providing the cash collateral discussed below in "Investing Activities." Going forward, management expects System Energy to meet its working capital needs with operating cash flow, and it also has sufficient borrowing capacity from the money pool for its foreseeable working capital needs, if necessary. For the six months ended June 30, 2002, money pool activity used $49.0 million of System Energy's operating cash flows. 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.

Cessation of the Entergy Mississippi GGART

System Energy collected $40.8 million in 2002 and $21.7 million thus far in 2003 from Entergy Mississippi in conjunction with the GGART, which provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power obligation. System Energy will no longer collect this tariff from Entergy Mississippi because the MPSC authorized the cessation of the GGART effective July 1, 2003. See Note 2 to the domestic utility companies and System Energy financial statements for further discussion of the GGART.

Tax Elections

Due to book/tax timing differences associated with recent income tax legislation and certain income tax elections, System Energy expects to obtain cash flow benefits of $145 million over the years 2003 through 2005. These timing differences will then reverse over the remaining life of System Energy's depreciable assets.

Investing Activities

Investing activities used cash in the six months ended June 30, 2003 compared to providing a small amount of cash in the same period in 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 $22.0 million in net cash used by financing activities for the six months ended June 30, 2003 compared to the same period in 2002 was primarily due to a decrease of $19.5 million in the January 2003 principal payment made on the Grand Gulf 1 sale-leaseback compared to the January 2002 principal payment.

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. The following is an update to the Form 10-K.

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 RRESOUCES, INC.
                             INCOME STATEMENTS
         For the Three and Six Months Ended June 30, 2003 and 2002

                                       Three Months Ended   Six Months Ended
                                          2003     2002      2003     2002
                                         (In Thousands)       (In Thousands)
          OPERATING REVENUES
Domestic electric                       $144,764 $142,892  $286,749 $285,222
                                        -------- --------  -------- --------

          OPERATING EXPENSES
Operation and Maintenance:
   Fuel, fuel-related expenses, and
     gas purchased for resale             10,006    9,362    20,184   18,966
   Nuclear refueling outage expenses       3,174    2,618     6,166    5,238
   Other operation and maintenance        25,198   23,042    45,944   42,255
Decommissioning                            5,450    4,014    10,900    8,028
Taxes other than income taxes              6,710    6,861    12,684   13,577
Depreciation and amortization             25,658   24,745    52,246   52,042
Other regulatory charges - net            14,539   13,128    28,857   26,054
                                        -------- --------  -------- --------
TOTAL                                     90,735   83,770   176,981  166,160
                                        -------- --------  -------- --------

OPERATING INCOME                          54,029   59,122   109,768  119,062
                                        -------- --------  -------- --------
             OTHER INCOME
Allowance for equity funds used during       263      700       532    1,250
construction
Interest and dividend income               1,692      609     3,618    1,089
Miscellaneous - net                         (168)     (29)     (742)    (390)
                                        -------- --------  -------- --------
TOTAL                                      1,787    1,280     3,408    1,949
                                        -------- --------  -------- --------
      INTEREST AND OTHER CHARGES
Interest on long-term debt                14,373   15,544    29,074   30,651
Other interest - net                         537      718     1,110    1,503
Allowance for borrowed funds used
  during construction                        (82)    (247)     (177)    (479)
                                        --------  -------  --------  -------
TOTAL                                     14,828   16,015    30,007   31,675
                                        --------  -------  --------  -------

INCOME BEFORE INCOME TAXES                40,988   44,387    83,169   89,336

Income taxes                              18,168   19,137    36,614   37,359
                                        --------  -------  --------  -------

NET INCOME                               $22,820  $25,250   $46,555  $51,977
                                         =======  =======   =======  =======

See Notes to Respective Financial Statements.



                           SYSTEM ENERGY RESOURCES, INC.
                             STATEMENTS OF CASH FLOWS
                  For the Six Months Ended June 30, 2003 and 2002
                                    (Unaudited)


                                                        2003          2002
                                                          (In Thousands)
OPERATING ACTIVITIES
Net income                                             $46,555       $51,977
Noncash items included in net income:
  Other regulatory charges - net                        28,857        26,054
  Depreciation, amortization, and decommissioning       63,146        60,070
  Deferred income taxes and investment tax credits     (18,621)      (22,881)
  Allowance for equity funds used during                  (532)       (1,250)
    construction
Changes in working capital:
  Receivables                                           17,636       (38,756)
  Accounts payable                                      (5,172)       (1,293)
  Taxes accrued                                         40,567        50,002
  Interest accrued                                     (24,539)      (27,075)
  Other working capital accounts                        (7,477)        2,448
Provision for estimated losses and reserves               (282)         (291)
Changes in other regulatory assets                      16,328        15,148
Other                                                    5,923         7,451
                                                      --------      --------
Net cash flow provided by operating activities         162,389       121,604
                                                      --------      --------

INVESTING ACTIVITIES
Construction expenditures                               (6,254)      (18,036)
Allowance for equity funds used during                     532         1,250
  construction
Decommissioning trust contributions and realized
  change in trust assets                               (11,043)       (2,854)
Changes in other temporary investments - net                 -        22,354
Increase in other cash investments                    (192,947)            -
                                                      --------      --------
Net cash flow provided by (used in) investing         (209,712)        2,714
  activities                                          --------      --------


FINANCING ACTIVITIES
Retirement of long-term debt                           (11,375)      (30,891)
Dividends paid:
  Common stock                                         (47,400)      (49,900)
                                                      --------      --------
Net cash flow used in financing activities             (58,775)      (80,791)
                                                      --------      --------

Net increase (decrease) in cash and cash equivalents  (106,098)       43,527

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

Cash and cash equivalents at end of period              $7,061       $93,106
                                                      ========      ========

SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest - net of amount capitalized                 $52,783       $57,121
Noncash investing and financing activities:
  Change in unrealized appreciation/(depreciation) of
  decommissioning trust assets                          $6,264       ($5,715)

See Notes to Respective Financial Statements.


                         SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                                    ASSETS
                      June 30, 2003 and December 31, 2002
                                  (Unaudited)


                                                          2003             2002
                                                              (In Thousands)

          CURRENT ASSETS
Cash and cash equivalents:
  Cash                                                        $13        $2,282
  Temporary cash investments - at cost,
    which approximates market                               7,048       110,877
                                                       ----------    ----------
        Total cash and cash equivalents                     7,061       113,159
                                                       ----------    ----------
Accounts receivable:
  Associated companies                                     47,214        64,852
  Other                                                     1,379         1,377
                                                       ----------    ----------
    Total accounts receivable                              48,593        66,229
                                                       ----------    ----------
Materials and supplies - at average cost                   62,489        51,492
Deferred nuclear refueling outage costs                     9,535        15,666
Prepayments and other                                       3,458         1,319
                                                       ----------    ----------
TOTAL                                                     131,136       247,865
                                                       ----------    ----------

         OTHER PROPERTY AND INVESTMENTS
Decommissioning trust funds                               156,292       138,985
Other cash investments                                    192,947             -
                                                       ----------    ----------
TOTAL                                                     349,239       138,985
                                                       ----------    ----------

         UTILITY PLANT
Electric                                                3,196,317     3,131,945
Property under capital lease                              465,659       455,229
Construction work in progress                              32,168        28,128
Nuclear fuel under capital lease                           64,308        78,991
                                                       ----------    ----------
TOTAL UTILITY PLANT                                     3,758,452     3,694,293
Less - accumulated depreciation and amortization        1,605,203     1,514,921
                                                       ----------    ----------
UTILITY PLANT - NET                                     2,153,249     2,179,372
                                                       ----------    ----------

        DEFERRED DEBITS AND OTHER ASSETS
Regulatory assets:
  SFAS 109 regulatory asset - net                         114,713       134,895
  Unamortized loss on reacquired debt                      43,460        45,026
  Other regulatory assets                                 239,168       144,076
Other                                                      12,554        11,191
                                                       ----------    ----------
TOTAL                                                     409,895       335,188
                                                       ----------    ----------

TOTAL ASSETS                                           $3,043,519    $2,901,410
                                                       ==========    ==========

See Notes to Respective Financial Statements.

                         SYSTEM ENERGY RESOURCES, INC.
                                BALANCE SHEETS
                     LIABILITIES AND SHAREHOLDER'S EQUITY
                      June 30, 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                                      2,762         4,851
  Other                                                    23,553        26,636
Taxes accrued                                             108,967        68,400
Accumulated deferred income taxes                           5,263         5,322
Interest accrued                                           17,988        42,527
Obligations under capital leases                           24,954        24,954
Other                                                       1,456         1,928
                                                       ----------    ----------
TOTAL                                                     191,291       185,993
                                                       ----------    ----------

       DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes and taxes accrued       416,248       439,540
Accumulated deferred investment tax credits                80,826        82,564
Obligations under capital leases                           39,354        54,036
Other regulatory liabilities                              211,307       172,111
Decommissioning                                           301,559       153,473
Accumulated provisions                                        586           868
Other                                                      28,602        31,927
                                                       ----------    ----------
TOTAL                                                   1,078,482       934,519
                                                       ----------    ----------

Long-term debt                                            882,358       888,665

                SHAREHOLDER'S EQUITY
Common stock, no par value, authorized 1,000,000          789,350       789,350
  shares; issued and outstanding 789,350 shares in
  2003 and 2002
Retained earnings                                         102,038       102,883
                                                       ----------    ----------
TOTAL                                                     891,388       892,233
                                                       ----------    ----------

Commitments and Contingencies

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY             $3,043,519    $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, and 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. Beginning April 1, 2003, the domestic utility companies and System Energy are 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 some of the 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. Beginning April 1, 2003, the maxim um amounts of such possible assessments are: Entergy Arkansas - $15.0 million; Entergy Gulf States - $12.0 million; Entergy Louisiana - $14.6 million; Entergy Mississippi - $0.1 million; Entergy New Orleans - $0.1 million; and System Energy - $12.2 million.

Regarding the spent nuclear fuel storage capacity reported in the Form 10-K, current on-site spent nuclear fuel storage capacity at Grand Gulf 1 is now estimated to be sufficient until approximately 2007, at which time dry cask storage facilities will be placed into service.

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 reevaluation 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 the accretion expense and depreciation expense under SFAS 143 and the earnings on the decommissioning trust funds and collections in rates will be recorded as a regulatory charge or credit, except for the non-rate-regulated portion of River Bend. The following table summarizes the activity in the decommissioning liabilities during the first six months 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 June 30, 2003, a remaining recorded liability of approximately $11.7 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 $5.8 million for Entergy Louisiana and $0.5 million for Entergy New Orleans existed at June 30, 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, Mississippi, and Louisiana primarily by contractor employees in the 1950-1980 timeframe against Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, 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. Reserves have been established that are expected to be adequate to cover any exposure. Additionally, negotiations continue with insurers for reimbursement of losses, 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 financial position or results of operation o f the domestic utility companies involved in these lawsuits.

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 domestic utility companies and System Energy's 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 2003 hearing, and issued an order in April 2003. The order set forth a sequence of proceedings and activities designed to initiate an interim solution in the first half of 2004. These proceedings and activities include ruling on market protocols; initiating a proceeding to certify an independent organization to administer the market protocols and ensure nondiscriminatory access to transmission and distribution systems; resuming business separation proceedings; re-invigorating the pilot project; and initiating a market-readiness proceeding. In June 2003, the PUCT voted 2 to 1 to issue an order on rehearing in the inter im solution proceeding. The PUCT issued the written order on rehearing in late-July 2003 in which it identified December 2004 as the target date for beginning of the interim solution. Also in July 2003, the PUCT directed the parties to continue negotiations on unresolved issues in the market protocols docket. Several of the parties to that proceeding filed a settlement agreement on the market protocols that will be the subject of a PUCT hearing scheduled for August 20, 2003.

Deferred Fuel Costs

(Entergy Gulf States)

In February 2003, Entergy Gulf States implemented a $54 million fuel surcharge authorized by the PUCT to collect under-recovered fuel costs from March through August 2002. The surcharge will be collected through December 2003.

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

(Entergy Louisiana)

In August 2000, the LPSC authorized its staff to initiate a proceeding to audit the fuel adjustment clause filings of Entergy Louisiana pursuant to a November 1997 LPSC general order. The time period that is the subject of the audit is January 1, 2000 through December 31, 2001. The LPSC staff has submitted several requests for information from Entergy Louisiana. Initially, it was expected that the LPSC staff would issue its audit report in the spring of 2003. That date has been delayed until the fall of 2003, following which a procedural schedule will be established.

(Entergy Mississippi)

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

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 use a 20-year life extension assumption for ANO 1 and 2 which resulted in the cessation of the collection of funds to decommission ANO 1 and 2 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. The APSC has scheduled hearings for September 2003 to consi der the study.

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 River Bend plant costs that had been held in abeyance since 1988, and subsequent proceedings. On July 11, 2003, the Third District Court of Appeals unanimously affirmed the judgment of the Travis County District Court that had affirmed the PUCT disallowance. After considering further judicial courses of action available to it in the proceeding, Entergy Gulf States intends to file a petition for review by the Texas Supreme Court. Nevertheless, after considering the progress of the proceeding in light of the decision of the Court of Appeals, management has concluded that it is prudent to accrue for the loss that would be associated with a final, non-appealable decision disallowing the abeyed plant costs. The net carrying value of the abeyed plant costs is $107.7 million as of June 30, 2003, and after this accrua l Entergy Gulf States has provided for all potential loss related to current or past contested costs of construction of the River Bend plant. Accrual of the loss reduced second quarter 2003 net income by $65.6 million.

Filings with the LPSC

Annual Earnings Reviews (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 recommended that the LPSC require a rate refund of $30.3 million and a prospective rate reduction of $75.9 million. In July 2003, Entergy Gulf States filed testimony in which it rebutted the testimony of the LPSC staff. Hearings are scheduled for October 2003.

Formula Rate Plan Filings (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 in April 2003. The U.S. Supreme Court ruled in favor of Entergy Louisiana and reversed the LPSC's decision requiring an additional rate reduction and refund.

See Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K for a discussion of the July 2002 settlement between Entergy Louisiana and the LPSC Staff. In accordance with the settlement, Entergy Louisiana filed a revenue requirement analysis on June 27, 2003. The analysis reflected a deficiency, but Entergy Louisiana has not requested a change in rates.

Filings with the MPSC (Entergy Mississippi)

Grand Gulf Accelerated Recovery Tariff (GGART)

As discussed in Note 2 to the domestic utility companies and System Energy's financial statements in the Form 10-K, FERC approved the GGART that provided for the acceleration of Entergy Mississippi's Grand Gulf purchased power obligation in an amount totaling $221.3 million over the period October 1, 1998 through June 30, 2004. In May 2003, the MPSC authorized the cessation of the GGART effective July 1, 2003. Entergy Mississippi filed notice of the change with the FERC and the FERC approved the filing on July 30, 2003.

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. In May 2003, the City Council approved the agreement in principle allowing for the $30.2 million increase in base rates effective June 1, 2003. Certain intervenors have appealed the City Council's approval to Civil District Court for the Parish of Orleans. Entergy New Orleans and the City Council will oppose the appeal, but the outcome cannot be predicted.

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. In May 2003, the City Council approved a settlement that resolved all matters relating to this proceeding. Pursuant to the resolution of the matter, effective with the first billing cycle in June 2003, Entergy New Orleans credited $14.6 million to the purchased gas adjustment clause account, decreasing the cost responsibility of the gas customers, and debited $6.7 million to the electric fuel adjustment clause account, which increased the cost responsibility of Entergy New Orleans' retail electric customers. Resolution of the matter also required that Entergy New Orleans forego recovery from its gas customers of approximately $3.6 million of gas costs, reflecting an adjustment that had been made in the purchased gas adjustment clause account as of January 2002.

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. In July 2003, the LPSC approved the LPSC Staff's recommendation that 11% of Entergy Louisiana's and Entergy Gulf States' costs relating to those summer 2003 power purchases whose price was stated on the basis of $/MWh be categorized as capacity charges. The LPSC did not allow the capacity charges to be set up as a regulatory asset, but authorized Entergy Louisiana and Entergy Gulf States to include these costs in any base rate case that has a 2003 test year.

NOTE 3. LINES OF CREDIT, RELATED SHORT-TERM BORROWINGS, AND LONG-TERM DEBT

The short-term borrowings of the domestic utility companies and System Energy are limited to amounts authorized by the SEC. The current limits authorized are effective through November 30, 2004. In addition to borrowing from commercial banks, the domestic utility companies and System Energy are authorized to borrow from the Entergy System Money Pool (money pool). The money pool is an inter-company borrowing arrangement designed to reduce the domestic utility companies' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the SEC authorized limits. As of June 30, 2003, Entergy New Orleans had $13.7 million borrowed from the money pool. The following are the SEC-authorized limits for short-term borrowings for the domestic utility companies and System Energy as of June 30, 2003:

	Authorized
	(In Millions)
Entergy Arkansas	$ 235
Entergy Gulf States	340
Entergy Louisiana	225
Entergy Mississippi	160
Entergy New Orleans	100
System Energy	140

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

Company	Expiration Date	Amount of Facility	Amount Drawn as of June 30, 2003
Entergy Arkansas	April 2004	$63 million	-
Entergy Louisiana	May 2004	$15 million	-
Entergy Mississippi	May 2004	$25 million	-

The facilities have variable interest rates and the average commitment fee is 0.13%.

The following long-term debt has been issued by the domestic utility companies in 2003:

The following long-term debt has been retired by the domestic utility companies in 2003:

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 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 approximately $1.1 billion for the domestic utility companies and System Energy as a result of recording the asset retirement obligations at their fair values of $1.1 billion as determined under SFAS 143, increasing utility plant by $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 in the first quarter of 2003 by approximately $21 million net-of-tax ($0.09 per share) as a result of a one-time cumulat ive 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:

As discussed in Note 1 to the domestic utility companies and System Energy financial statements in the Form 10-K, Entergy applies the provisions of SFAS 115, "Accounting for Investments for Certain Debt and Equity Securities," in accounting for investments in decommissioning trust funds. As a result, Entergy records the decommissioning trust funds at their fair value on the consolidated balance sheet. The fair value of the securities held in such funds differs from the amounts deposited plus the earnings on the deposits. In accordance with the regulatory treatment for decommissioning trust funds, Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), Entergy Louisiana, and System Energy have recorded an offsetting amount of unrealized gains/(losses) on investment securities in other regulatory liabilities. For the nonregulated portion of River Bend, Entergy Gulf States has recorded an offsetting amount of unrealized gains/(losses) on investment securities in other deferred credits. Prior to the implementation of SFAS 143, the offsetting amount of unrealized gains/(losses) on investment securities was recorded in accumulated depreciation for Entergy Arkansas, Entergy Gulf States (for the regulated portion of River Bend), and Entergy Louisiana.

SFAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," was issued in May 2003 and is effective as of July 1, 2003. This new standard requires mandatorily redeemable financial instruments to be classified and treated as liabilities in the presentation of financial position and results of operations. The only effect of implementing this new standard for the domestic utility companies and System Energy will be the inclusion of long-term debt, preferred stock with sinking fund, and company-obligated mandatorily redeemable preferred securities under the liabilities caption in the domestic utility companies' and System Energy's balance sheets. The domestic utility companies' and System Energy's results of operations and cash flows will not be affected by this new standard.

__________________________________

In the opinion of the management of 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. The business of the domestic utility companies and System Energy is subject to seasonal fluctuations, however, 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

As of June 30, 2003, 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 specified in Securities and Exchange Co mmission rules and forms.

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.

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

See "PART I, Item 1, Entergy Gulf States Merger Savings Lawsuit" in 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. The PUCT has filed an amicus brief concurring in Entergy Gulf States' position that the matters at issue in the lawsuit fall within the PUCT's exclusive jurisdiction.

Fiber Optic Cable Litigation (Entergy Mississippi)

See "PART I, Item 1, Fiber Optic Cable Litigation" in 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.

Item 4. Submission of Matters to a Vote of Security Holders

Election of Board of Directors

Entergy Corporation

The annual meeting of stockholders of Entergy Corporation was held on May 9, 2003. The following matters were voted on and received the specified number of votes for, abstentions, votes withheld (against), and broker non-votes:

1. Election of Directors:

Name of Nominee	Votes For	Abstentions	Votes Withheld	Broker Non-Votes
Maureen S. Bateman	188,296,516	N/A	9,153,574	N/A
W. Frank Blount	174,430,766	N/A	23,019,324	N/A
George W. Davis	173,286,302	N/A	24,163,788	N/A
Simon D. deBree	174,440,427	N/A	23,009,663	N/A
Claiborne P. Deming	188,293,127	N/A	9,156,963	N/A
Alexis M. Herman	192,032,592	N/A	5,417,498	N/A
J. Wayne Leonard	189,524,824	N/A	7,925,266	N/A
Robert v.d. Luft	189,472,295	N/A	7,977,795	N/A
Kathleen A. Murphy	188,301,977	N/A	9,148,113	N/A
Paul W. Murrill	189,483,317	N/A	7,966,773	N/A
James R. Nichols	174,520,144	N/A	22,929,946	N/A
William A. Percy, II	174,518,562	N/A	22,931,528	N/A
Dennis H. Reilley	188,289,235	N/A	9,160,855	N/A
Wm. Clifford Smith	189,460,919	N/A	7,989,171	N/A
Bismark A. Steinhagen	188,646,385	N/A	8,803,705	N/A

2. Personnel Committee proposal that stockholders approve the Entergy Corporation Amended and Restated 1998 Equity Ownership Plan to supercede the 1998 Equity Ownership Plan: 170,297,565 votes for; 24,957,651 votes against; and 2,194,873 abstentions.
3. Personnel Committee proposal that stockholders approve the Entergy Corporation Executive Annual Incentive Plan: 168,402,716 votes for; 26,575,963 votes against; and 2,471,411 abstentions.
4. Stockholder proposal that the Board of Directors seek shareholder approval prior to adopting any poison pill: 82,249,678 votes for; 90,160,513 votes against; 16,373,926 broker non-votes; and 8,665,973 abstentions.

At its May 2003 meeting, the Board adopted a policy that it will not adopt any shareholder rights plan for the purpose of preventing or hindering a change of corporate control (a "Poison Pill") unless that adoption is either preceded by an approval of the Poison Pill by a vote of the shareholders of Entergy Corporation at a duly called meeting or is approved by the shareholders no later than at the next annual meeting of the shareholders of Entergy Corporation.

(Entergy Arkansas)

A consent in lieu of the annual meeting of common stockholders was executed on June 30, 2003. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Arkansas: Hugh T. McDonald, Donald C. Hintz, Richard J. Smith, and C. John Wilder.

(Entergy Gulf States)

A consent in lieu of the annual meeting of common stockholders was executed on June 30, 2003. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Gulf States: Joseph F. Domino, E. Renae Conley, Donald C. Hintz, Richard J. Smith, and C. John Wilder.

(Entergy Louisiana)

A consent in lieu of the annual meeting of common stockholders was executed on June 30, 2003. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Louisiana: E. Renae Conley, Donald C. Hintz, Richard J. Smith, and C. John Wilder.

(Entergy Mississippi)

A consent in lieu of the annual meeting of common stockholders was executed on June 30, 2003. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Mississippi: Carolyn C. Shanks, Donald C. Hintz, Richard J. Smith, and C. John Wilder.

(Entergy New Orleans)

A consent in lieu of the annual meeting of common stockholders was executed on June 30, 2003. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy New Orleans: Daniel F. Packer, Donald C. Hintz, Richard J. Smith, and C. John Wilder.

(System Energy)

A consent in lieu of the annual meeting of common stockholders was executed on March 31, 2003. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of System Energy: Gary J. Taylor, Donald C. Hintz, and C. John Wilder.

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), including information about trading activities relating to "wash trades" as well as information furnished to energy industry publications in 2001 and 2002. 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. Both Entergy and Entergy-Koch Trading have provided information to the SEC. Both Entergy and Entergy-Koch Trading are conducting internal reviews and responding to information requests from the CFTC. During reviews in connection with the CFTC investigation, Entergy-Koch Trading has become aware that some of its employees may have misreported prices and volumes to energy industry publications. Entergy-Koch Trading, however, is not aware that any employee participated in manipulation or attempted manipulation of energy price indices. Because this investigation is ongoing and the data are voluminous, Entergy cannot predict when these reviews will be completed or what the outcome will be.

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 retail regulators made by Entergy Louisiana, Entergy New Orleans, and Entergy Arkansas as a result of the proposal process. In the filings with their retail regulators, Entergy Louisiana, Entergy New Orleans, and Entergy Arkansas sought approval to enter into transactions with affiliates as shown in the following table:

Company	Proposed Transactions	Status of Approval in Retail Jurisdiction
Entergy Louisiana	Purchase a 140 to 156MW capacity purchase call option from RS Cogen for June 2003 through May 2006 Enter a life-of-unit purchase power agreement (PPA) to purchase approximately 51MW of output from Entergy Power's share of Independence Enter a life-of-unit PPA with Entergy Gulf States to purchase two-thirds of the output of the 30% of River Bend formerly owned by Cajun Enter a life-of-resources PPA with Entergy Arkansas to purchase 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.	The LPSC has found contracts 1) and 2) to be prudent and has authorized Entergy Louisiana to execute these contracts. An LPSC decision on proposals 3) and 4) is expected by December 2003.
Entergy New Orleans	Purchase a 45 to 50MW capacity purchase call option from RS Cogen for June 2003 through May 2006 Enter a life-of-unit PPA to purchase approximately 50MW of output from Entergy Power's share of Independence Enter a life-of-unit PPA with Entergy Gulf States to purchase one-third of the output of the 30% of River Bend formerly owned by Cajun Enter a life-of-resources PPA with Entergy Arkansas to purchase 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.	In May 2003, in connection with the settlement relating to Entergy New Orleans' cost-of-service study and revenue requirement, the City Council authorized Entergy New Orleans to enter into contracts for the proposed transactions. See Management's Discussion and Analysis for additional discussion of the rate settlement.
Entergy Arkansas	Enter into the life-of-resources PPAs to sell power as discussed in both Entergy Louisiana's and Entergy New Orleans' proposal 4) above.	In May 2003 the APSC found the PPAs involving Entergy Arkansas in the public interest.

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

On May 2, 2003, Entergy Services signed a letter of intent to purchase a 725MW generating plant located near Monroe, Louisiana. The plant is owned by a subsidiary of Cleco Corporation, which submitted a bid in response to Entergy Services' request for proposals for supply-side resources. The letter of intent expires on August 15, 2003. Entergy Services does not expect to execute a purchase agreement before the letter of intent expires, but may continue negotiations toward the purchase of the plant.

Entergy Services also issued a spring 2003 Request for Proposals. Approximately 530MW of short-term resource proposals from non-affiliates were selected for contract negotiation and agreements for approximately 380MW have been finalized. In addition, Entergy Services continues to evaluate long-term resource proposals received in response to the spring 2003 Request for Proposals.

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 Standard Market Design issues that was mentioned in the Form 10-K. Entergy believes that the white paper responded to many of the concerns raised by members of the industry as well as the retail regulators. Whil e there are still some areas that require further clarification, Entergy believes that this clarification can best be obtained through the proposed SeTrans process.

Interconnection Orders

See "PART I, Item 1, Interconnection Orders" in the Form 10-K for discussion of the orders issued by the FERC in proceedings involving interconnection agreements with certain generators interconnecting to the domestic utility companies' transmission system. In July 2003, the FERC issued its final rule on the standardization of generation interconnection agreements and procedures. Among other things, the final rule incorporates pricing policies that require the transmission provider's other customers to bear the vast majority of costs required when a new generator interconnects to its transmission system. Entergy is evaluating its alternatives with respect to the final rule.

FERC's Market Power Screen

See "PART I, Item 1, FERC's Market Power Screen" in the Form 10-K for discussion of FERC's order establishing a new generation market power screen for purposes of evaluating a utility's request for market-based rate authority, the application of that order to the Entergy System, and Entergy's request for rehearing. In June 2003, the FERC proposed new market behavior rules and tariff provisions that would be applied to any market-based sale. Comments on the proposed rules and tariff provisions are due August 18, 2003.

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 requested a stay and a rehearing of FERC's March 13, 2003 order. In a June 2003 order on rehearing, the FERC denied the request for a stay and clarified its prior order approving the GOL procedures for exports off the Entergy transmission system. Also in June 2003, the FERC approved, with certain modifications, Entergy's proposed procedures for transactions internal to the Entergy control area.

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. Pursuant to the settlement agreement approved by the City Council in May 2003, the City Council withdrew as a complainant from the proceeding, but continues to participate as an intervenor. Hearings in the proceeding began in July 2003.

Environmental Regulation

(Entergy Gulf States)

See "PART I, Item 1, Other Environmental Matters" in the Form 10-K for information related to the proposed ten-year groundwater monitoring program that was to begin in 2003 but has been put on hold by the EPA while other alternatives are explored.

See "PART I, Item 1, Clean Air Act Amendments of 1990" in the Form 10-K for information related to the State of Louisiana's emission control strategy to address continued ozone non-attainment status of areas in and around Baton Rouge, Louisiana. In December 2002, the U.S. 5^th Circuit Court of Appeals invalidated an ozone attainment date extension approved by the EPA for the Beaumont/Port Arthur area. The Court specifically rejected EPA's use of an extension policy based on ozone transport. Consequently, in April 2003, in light of the Beaumont/Port Arthur ruling, the EPA withdrew the October 2002 attainment date extension for the Baton Rouge ozone non-attainment area, issued a finding of continued non-attainment, and reclassified the Baton Rouge area from serious to severe effective June 2003. The EPA also established a schedule for LDEQ to submit State Implementation Plan (SIP) revisions to address pollution control requirements for a severe area under the Act within 12 months of the effective date. Entergy Gulf States is monitoring agency action and will continue to evaluate draft rules as they are published, including considering options and costs for complying with any future rules.

See "PART I, Item 1, Clean Air Act Amendments of 1990" in the Form 10-K for information related to the State of Texas' emission control strategy to address continued ozone non-attainment status of areas in and around Beaumont, Texas. The strategy for the Beaumont area included an ozone level attainment date extension based on the transport of ozone precursor emissions from the Houston area. In December 2002, the U.S. 5^th Circuit Court of Appeals invalidated the attainment date extension. In June 2003, the EPA issued a supplemental proposed rule in response to the Court's action. The EPA withdrew its final action extending the Beaumont attainment date. Further, the EPA is proposing to issue a finding that the Beaumont area has failed to attain the standard as a moderate area, and is proposing alternatives for reclassifying the area as either a serious or a severe non-attainment area. Entergy Gul f States is monitoring agency action and will continue to evaluate draft rules as they are published, including considering options and costs for complying with any future rules.

Low-Level Radioactive Waste Policy Act of 1980

See "PART I, Item 1, Low-Level Radioactive Waste Policy Act of 1980" in the Form 10-K for information related to the disposal of low-level radioactive waste at the domestic utility companies.

(Entergy Mississippi)

In June 2002, the Southeast Compact Commission joined the member states of Alabama, Florida, Tennessee, and Virginia in filing a lawsuit in the U.S. Supreme Court against the State of North Carolina to enforce sanctions against North Carolina for the State's failure to comply with the provisions of the Southeast Compact. In June 2003, the Supreme Court decided to hear the case.

(Entergy Arkansas, Entergy Gulf States, Entergy Louisiana)

With respect to the United States District Court's decision that the State of Nebraska violated its federal obligation to the United States and the States of Arkansas, Kansas, Louisiana, and Oklahoma when it considered, delayed, and then denied a license to build a low-level radioactive waste disposal facility that was to be used by the citizens of those states, the State of Nebraska has appealed the District Court's decision.

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,					June 30,
	1998	1999	2000	2001	2002	2003
Entergy Arkansas	2.63	2.08	3.01	3.29	2.79	3.32
Entergy Gulf States	1.40	2.18	2.60	2.36	2.49	1.58
Entergy Louisiana	3.18	3.48	3.33	2.76	3.14	3.03
Entergy Mississippi	3.12	2.44	2.33	2.14	2.48	2.97
Entergy New Orleans	2.65	3.00	2.66	(b)	(c)	1.36
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,					June 30,
	1998	1999	2000	2001	2002	2003
Entergy Arkansas	2.28	1.80	2.70	2.99	2.53	3.00
Entergy Gulf States (a)	1.20	1.86	2.39	2.21	2.40	1.55
Entergy Louisiana	2.75	3.09	2.93	2.51	2.86	2.74
Entergy Mississippi	2.80	2.18	2.09	1.96	2.27	2.72
Entergy New Orleans	2.41	2.74	2.43	(b)	(c)	1.19

(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.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits*

	4(a) -	Fifty-ninth Supplemental Indenture, dated as of May 1, 2003, to Entergy Arkansas' Mortgage and Deed of Trust, dated as of October 1, 1944.
**	4(b) -	Twenty-first Supplemental Indenture, dated as of May 1, 2003, to Entergy Mississippi's Mortgage and Deed of Trust, dated as of February 1, 1988 (filed as Exhibit A-2(f) to Rule 24 Certificate dated June 6, 2003 in File No. 70-9757).
	4(c)	Credit Agreement, dated as of May 15, 2003, among Entergy Corporation, the Banks (ABN AMRO Bank N.V., Bank One, N.A., Barclays Bank PLC, Bayerische Hypo-und Vereinsbank AG (New York Branch), BNP Paribas, Citibank, N.A., CoBank, ACB, Credit Lyonnais (New York Branch), Credit Suisse First Boston (Cayman Islands Branch), Deutsche Bank AG New York Branch, J. P. Morgan Chase Bank, KBC Bank N.V., KeyBank National Association, Lehman Brothers Bank, FSB, Mellon Bank, N.A., Mizuho Corporate Bank Limited, Morgan Stanley Bank, Regions Bank, Societe Generale, The Bank of New York, The Bank of Nova Scotia, The Royal Bank of Scotland plc, Union Bank of California, N.A., Wachovia Bank (National Association), and West LB AG, New York Branch, formerly know as Westdeutsche Landesbank Girozentrale, New York Branch), and Citibank, N.A., as Administrative Agent.
	4(d)	Officer's Certificate for Entergy Corporation.
**	4(e) -	Sixty-third Supplemental Indenture, dated as of June 1, 2003, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (filed as Exhibit A-2(d) to Rule 24 Certificate dated June 16, 2003 in File No. 70-9751).
	4(f) -	Sixtieth Supplemental Indenture, dated as of June 1, 2003, to Entergy Arkansas' Mortgage and Deed of Trust, dated as of October 1, 1944.
**	4(g) -	Sixty-fourth Supplemental Indenture, dated as of June 1, 2003, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (filed as Exhibit A-2(e) to Rule 24 Certificate dated June 27, 2003 in File No. 70-9751).
	4(h) -	Sixty-first Supplemental Indenture, dated as of June 15, 2003, to Entergy Arkansas' Mortgage and Deed of Trust, dated as of October 1, 1944.
**	4(i) -	Sixty-fifth Supplemental Indenture, dated as of July 1, 2003, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (filed as Exhibit A-2(f) to Rule 24 Certificate dated July 11, 2003 in File No. 70-9751).
**	4(j) -	Sixty-sixth Supplemental Indenture, dated as of July 1, 2003, to Entergy Gulf States' Indenture of Mortgage, dated as of September 1, 1926 (filed as Exhibit A-2(g) to Rule 24 Certificate dated July 28, 2003 in File No. 70-9751).
	4(k)	Eleventh Supplemental Indenture, dated as of July 1, 2003, to Entergy New Orleans' Mortgage and Deed of Trust, dated as of May 1, 1987.
	10(a)	Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003, among System Energy, and Union Bank of California, N.A., as Administrating Bank, Funding Bank, and Participating Bank.
	10(b)	Cash Collateral Security Agreement, dated as of March 3, 2003, by System Energy to Union Bank of California, N.A., as administrating bank for the Funding Bank, and the Participating Banks.
	10(c) -	Employment Agreement effective April 15, 2003 between Robert D. Sloan and Entergy Services, Inc.
	10(d) -	Amended and Restated Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, dated June 10, 2003.
	31(a)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
	31(b)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation and System Energy.
	31(c)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
	31(d)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.
	31(e)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.
	31(f)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
	31(g)	Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
	31(h)	Rule 13a-14(a)/15d-14(a) Certification for System Energy.
	31(i)	Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
	32(a)	Section 1350 Certification for Entergy Corporation.
	32(b)	Section 1350 Certification for Entergy Corporation and System Energy.
	32(c)	Section 1350 Certification for Entergy Arkansas.
	32(d)	Section 1350 Certification for Entergy Gulf States.
	32(e)	Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.
	32(f)	Section 1350 Certification for Entergy Mississippi.
	32(g)	Section 1350 Certification for Entergy New Orleans.
	32(h)	Section 1350 Certification for System Energy.
	32(i)	Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
	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 June 30, 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 June 30, 2003.
**	Incorporated herein by reference as indicated.

(b)	Reports on Form 8-K
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".
Entergy Corporation
	A Current Report on Form 8-K, dated May 16, 2003, was submitted to the SEC on May 16, 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 June 9, 2003, was submitted to the SEC on June 9, 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 July 10, 2003, was submitted to the SEC on July 10, 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/A, dated July 10, 2003, was submitted to the SEC on July 14, 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 and Entergy Gulf States
	A Current Report on Form 8-K, dated July 11, 2003, was submitted to the SEC on July 15, 2003, reporting information Item 5. "Other Events and Regulation FD Disclosure" and Item 12. "Results of Operations and Financial Condition".
Entergy Corporation and Entergy Gulf States
	A Current Report on Form 8-K, dated July 21, 2003, was submitted to the SEC on July 22, 2003, reporting information Item 5. "Other Events and Regulation FD Disclosure" and Item 12. "Results of Operations and Financial Condition".
Entergy Corporation
	A Current Report on Form 8-K, dated July 28, 2003, was submitted to the SEC on July 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: August 11, 2003

EX-4 3 a4a.htm

Exhibit 4(a)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

FIFTY-NINTH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5.40% Series due May 1, 2018 (Sixty-sixth Series)

__________________________

Dated as of May 1, 2003

FIFTY-NINTH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of May 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 100 Plaza One, Mail Stop JCY 03-06-04, Jersey City, New Jersey 07311 (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the C o-Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Fifty-ninth Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture	June 1, 1953
Eighth Supplemental Indenture	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture	May 1, 1961
Twelfth Supplemental Indenture	February 1, 1963
Thirteenth Supplemental Indenture	April 1, 1965
Fourteenth Supplemental Indenture	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture	June 1, 1968
Eighteenth Supplemental Indenture	December 1, 1969
Nineteenth Supplemental Indenture	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture	December 1, 1973
Twenty-sixth Supplemental Indenture	June 1, 1974
Twenty-seventh Supplemental Indenture	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture	February 1, 1982
Thirty-sixth Supplemental Indenture	December 1, 1982
Thirty-seventh Supplemental Indenture	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture	December 1, 1985
Fortieth Supplemental Indenture	July 1, 1986
Forty-first Supplemental Indenture	July 1, 1989
Forty-second Supplemental Indenture	February 1, 1990
Forty-third Supplemental Indenture	October 1, 1990
Forty-fourth Supplemental Indenture	November 1, 1990
Forty-fifth Supplemental Indenture	January 1, 1991
Forty-sixth Supplemental Indenture	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture	June 15, 1993
Forty-ninth Supplemental Indenture	August 1, 1993
Fiftieth Supplemental Indenture	October 1, 1993
Fifty-first Supplemental Indenture	October 1, 1993
Fifty-second Supplemental Indenture	June 15, 1994
Fifty-third Supplemental Indenture	March 1, 1996
Fifty-fourth Supplemental Indenture	March 1, 1997
Fifty-fifth Supplemental Indenture	March 1, 2000
Fifty-sixth Supplemental Indenture	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture	November 1, 2002

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974	$30,000,000	None
2 7/8% Series due 1977	11,000,000	None
3 1/8% Series due 1978	7,500,000	None
2 7/8% Series due 1979	8,700,000	None
2 7/8% Series due 1980	6,000,000	None
3 5/8% Series due 1981	8,000,000	None
3 1/2% Series due 1982	15,000,000	None
4 1/4% Series due 1983	18,000,000	None
3 1/4% Series due 1984	7,500,000	None
3 3/8% Series due 1985	18,000,000	None
5 5/8% Series due 1989	15,000,000	None
4 7/8% Series due 1991	12,000,000	None
4 3/8% Series due 1993	15,000,000	None
4 5/8% Series due 1995	25,000,000	None
5 3/4% Series due 1996	25,000,000	None
5 7/8% Series due 1997	30,000,000	None
7 3/8% Series due 1998	15,000,000	None
9 1/4% Series due 1999	25,000,000	None
9 5/8% Series due 2000	25,000,000	None
7 5/8% Series due 2001	30,000,000	None
8 % Series due August 1, 2001	30,000,000	None
7 3/4% Series due 2002	35,000,000	None
7 1/2% Series due December 1, 2002	15,000,000	None
8 % Series due 2003	40,000,000	None
8 1/8% Series due December 1, 2003	40,000,000	None
10 1/2% Series due 2004	40,000,000	None
9 1/4% Series due November 1, 1981	60,000,000	None
10 1/8% Series due July 1, 2005	40,000,000	None
9 1/8% Series due December 1, 2007	75,000,000	None
9 7/8% Series due July 1, 2008	75,000,000	None
10 1/4% Series due February 1, 2009	60,000,000	None
16 1/8% Series due December 1, 1986	70,000,000	None
4 1/2% Series due September 1, 1983	$1,202,000	None
5 1/2% Series due January 1, 1988	598,310	None
5 5/8% Series due May 1, 1990	1,400,000	None
6 1/4% Series due December 1, 1996	3,560,000	None
9 3/4% Series due September 1, 2000	4,600,000	None
8 3/4% Series due March 1, 1998	9,800,000	None
17 3/8% Series due August 1, 1988	75,000,000	None
16 1/2% Series due February 1, 1991	80,000,000	None
13 3/8% Series due December 1, 2012	75,000,000	None
13 1/4% Series due February 1, 2013	25,000,000	None
14 1/8% Series due December 1, 2014	100,000,000	None
Pollution Control Series A	128,800,000	None
10 1/4% Series due July 1, 2016	50,000,000	None
9 3/4% Series due July 1, 2019	75,000,000	None
10% Series due February 1, 2020	150,000,000	None
10 3/8% Series due October 1, 2020	175,000,000	None
Solid Waste Disposal Series A	21,066,667	None
Solid Waste Disposal Series B	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	100,000,000
7.90% Series due November 1, 2002	25,000,000	None
8.70% Series due November 1, 2022	25,000,000	None
Pollution Control Series B	46,875,000	46,875,000
6.65% Series due August 1, 2005	115,000,000	115,000,000
6 % Series due October 1, 2003	155,000,000	155,000,000
7 % Series due October 1, 2023	175,000,000	175,000,000
Pollution Control Series C	20,319,000	20,319,000
Pollution Control Series D	9,586,400	9,586,400
8 3/4% Series due March 1, 2026	85,000,000	None
7% Series due March 1, 2002	85,000,000	None
7.72 % Series due March 1, 2003	100,000,000	None
6 1/8 % Series due July 1, 2005	100,000,000	100,000,000
6.70% Series due April 1, 2032	100,000,000	100,000,000
6.00% Series due November 1, 2032	100,000,000	100,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-fifth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-sixth Series, which term shall include the Private Bonds of the Sixty-sixth Series and the Exchange Bonds of the Sixty-sixth Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Fifty-ninth Supplemental Indenture, and the terms of the bonds of the Sixty-sixth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Fifty-ninth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supp lemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Fifty-ninth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the C ompany; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Fifty-ninth Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Fifty-ninth Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE I

SIXTY-SIXTH SERIES OF BONDS

1. There shall be a series of bonds designated "5.40% Series due May 1, 2018" (herein sometimes called the "Sixty-sixth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-sixth Series (which shall be initially issued in the aggregate principal amount of $150,000,000) shall mature on May 1, 2018, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.40% per annum, the first interest payment to be made on November 1, 2003, for the period from May 6, 2003 to November 1, 2003 with subsequent interest payments payable semi-annually on May 1 and November 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-sixth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-sixth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain cl osed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-sixth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-sixth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-sixth Series shall be paid to the Person in whose name such bonds of the Sixty-sixth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of May 6, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-sixth Series pursuant to which the Bonds of the Sixty-sixth Series that are issued and sold without registration (the "Private Bonds of the Sixty-sixth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-sixth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-sixth Series (the "Exchange Bonds of the Sixty-sixth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-sixth Series. The Private Bonds of the Sixty-sixth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Sixty-sixth Series will be exchanged for Exchange Bonds of the Sixty-sixth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-sixth Series and the Exchange Bonds of the Sixty-sixth Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-sixth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-sixth Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-sixth Series.

The Bonds of the Sixty-sixth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-sixth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-SIXTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-sixth Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-sixth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF MAY 6, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$150,000,000 CUSIP____________

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5.40% SERIES
DUE MAY 1, 2018

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on May 1, 2018 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED FIFTY MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from May 6, 2003, if the date of this bond is prior to November 1, 2003, or if the date of this bond is on or after November 1, 2003, from the May 1 or November 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.40% per annum in like coin or currency at said office or agency on May 1 and November 1 of each year, commencing November 1, 2003, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with certa in of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Fifty-ninth Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.40% Series due May 1, 2018, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Fifty-ninth Supplemental Indenture dated as of May 1, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Fifty-ninth Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice-Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on May 6, 2003.

ENTERGY ARKANSAS, INC.

By_____________________________
Steven C. McNeal
Vice President and Treasurer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Corporate Trustee

By _____________________________
Authorized Officer

(III) The bonds of the Sixty-sixth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to May 1, 2008, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-sixth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such bonds of the Sixty-sixth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (b) on or after May 1, 2008, prior to maturity of the bonds of the Sixty-sixth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-sixth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 bonds of the Sixty-sixth Series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of the Sixty-sixth 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 such bonds of the Sixty-sixth Series.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Citigroup Global Markets Inc., Wachovia Securities, Inc. and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-sixth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-sixth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-sixth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Fifty-ninth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-sixth Series for the aggregate principal amount of $150,000,000.

ARTICLE II

DIVIDEND COVENANT




SECTION 2. The Company covenants that, so long as any of the bonds of the Sixty-sixth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to April 30, 2003 (other than any dividend declared by the Company on or before April 30, 200 3) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to April 30, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to April 30, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to April 30, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on April 30, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS 

SECTION 3. The holders of the bonds of the Sixty-sixth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-sixth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

SECTION 4.  Subject to the amendments provided for in this Fifty-ninth Supplemental Indenture, the terms defined in the Mortgage and the First through Fifty-eighth Supplemental Indentures shall, for all purposes of this Fifty-ninth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Fifty-eighth Supplemental Indentures.

SECTION 5. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Fifty-eighth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Fifty-ninth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fifty-ninth Supplemental Indenture.

SECTION 6. Whenever in this Fifty-ninth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-ninth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

SECTION 7.  Nothing in this Fifty-ninth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-ninth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Fifty-ninth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.

SECTION 8. This Fifty-ninth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 9. This Fifty-ninth Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Dawn A. Abuso

/s/ E. Lilian Wise

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho_______________
Wanda Camacho
Vice President

Attest:

/s/ Yana Kalachikova                                                                         STANLEY BURG,
Yana Kalachikova,                                                                             Associate As Co-Trustee

                                                                                                                        /s/ Stanley Burg____________[L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:

/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Belinda Brown, Vice President

Attest:

/s/ Rebekah Foltz
Rebekah Foltz, Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Jeff Schroeder
Jeff Schroeder

/s/ Dan Dwyer
Dan Dwyer

STATE OF LOUISIANA )

                                         ) SS.:

PARISH OF ORLEANS )

On this 6th day of May, 2003, before me, Lloyd L. Drury, III, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Christopher T. Screen, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of May, 2003, before me personally came Seven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 6th day of May, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK        )

                                                ) SS.:

COUNTY OF NEW YORK  )

On this 6th day of May, 2003, before me, Tracy Salzmann, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Wanda Camacho and Yana Kalachikova, to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of May, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, NY 10591; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 6th day of May, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
Commission Expires April 24, 2006

STATE OF NEW YORK        )

                                                ) SS.:

COUNTY OF NEW YORK   )

On this 6^th day of May, 2003, before me, Tracy Salzmann, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 6^th day of May, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
Commission Expires April 24, 2006

STATE OF MISSOURI  )

                                        ) SS.:

CITY OF ST. LOUIS      )

On this 6^th day of May, 2003, before me, Joy Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Rebekah Foltz to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 6^th day of May, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided at St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 6^th day of May, 2003, before me appeared Rebekah Foltz, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006

EX-4 4 a4c.htm

Exhibit 4(c)

EXECUTION COPY

U.S. $1,450,000,000

CREDIT AGREEMENT

Dated as of May 15, 2003

Among

ENTERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

CITIBANK, N.A.

as Administrative Agent

CITIGROUP GLOBAL MARKETS INC.

as Sole Lead Arranger & Book Manager

ABN AMRO BANK N.V.,
BANK ONE, NA,
and
BNP PARIBAS

as Co-Syndication Agents

CREDIT AGREEMENT

Dated as of May 15, 2003

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree as follows:

1. 
   DEFINITIONS AND ACCOUNTING TERMS

1. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Additional Lender" has the meaning specified in Section 2.04(c)(i).

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

"Applicable Margin" means, (i) for any Base Rate Advance, the Base Rate Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, and (ii) for any Eurodollar Rate Advance, (A) on any date the Utilization Percentage equals or is less than 33%, the Eurodollar Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, (B) on any date the Utilization Percentage exceeds 33% but is less than or equal to 66%, the Utilized Eurodollar Margin 1 interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, in each case, determined by reference to the Relevant Rating and (C) on any date the Utilization Percentage exceeds 66%, the Utilized Eurodollar Margin 2 interest rate p er annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, provided, that, in the case of either (i) or (ii) above, if the Borrower exercises the Term Election, the Applicable Margins will increase at all times following the last day of the Revolving Period by the Term Election Margin set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, determined by reference to the Relevant Rating.

	Level 1	Level 2	Level 3	Level 4	Level 5
S&P Moody's	Relevant Ratings A- or better and A3 or better	Relevant Ratings Less than Level 1 and BBB+ or better and Baa1 or better	Relevant Ratings Less than Level 2 and BBB or better and Baa2 or better	Relevant Ratings Less than Level 3 and BBB- or better and Baa3 or better	Relevant Ratings below BBB-* or below Baa3*
Interest Rate Per Annum
Eurodollar Margin	0.750%	0.850%	1.050%	1.125%	1.875%
Base Rate Margin	0.000%	0.000%	0.000%	0.000%	1.000%
Utilized Eurodollar Margin 1	0.875%	0.975%	1.175%	1.250%	2.125%
Utilized Eurodollar Margin 2	1.000%	1.100%	1.300%	1.500%	2.375%
Term Election Margin	0.250%	0.500%	1.000%	1.000%	1.500%

*or unrated

Any change in the Applicable Margin will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any Senior Debt Rating.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

1. the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate; and
2. 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.06(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.08 or 2.09.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

"Commitment" has the meaning specified in Section 2.01.

"Commitment Increase" has the meaning specified in Section 2.04(c)(i).

"Commitment Increase Approvals" means any governmental or regulatory authorization or approval or resolution of the Board of Directors of the Borrower not obtained by or on behalf of the Borrower and in full force and effect on the date hereof, which governmental or regulatory authorization or approval or resolution is required to be obtained in order to authorize the Commitment Increase and the performance by the Borrower of its obligations under this Agreement after giving effect to the Commitment Increase.

"Consolidated EBITDA" means, for any period, the sum of (i) net income of the Borrower and its subsidiaries for such period, but excluding therefrom (to the extent otherwise included therein) any extraordinary gains or losses, plus (ii) to the extent deducted in determining such net income for such period, Consolidated Interest Expense, income taxes, distributions on preferred securities of subsidiaries, preferred dividend requirements, depreciation and amortization expense and any other non-cash charges constituting operating expense, determined in each case in accordance with generally accepted accounting principles consistently applied.

"Consolidated Interest Expense" means, for any period, the interest expense during such period in respect of Debt of the Borrower and its subsidiaries of the types described in clauses (i) through (iv) of the definition of "Debt", excluding interest in respect of nuclear fuel capital leases.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.08 or 2.09.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) liabilities in r espect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Domestic Regulated Utility Subsidiary" means a direct or indirect domestic subsidiary of the Company engaged in generation, transmission or distribution of electricity or the transmission or distribution of natural gas that is regulated as to rates by the Federal Energy Regulatory Commission (or successor agency) or a state or local governmental body on a cost-of-service basis.

"Eligible Assignee" means a Person (i) (A) that is (1) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $500,000,000; (2) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States or another country which is also a member of OECD; or (3) a Lender, a financial institution Affiliate of any Lender or an Approved Fund of any Lender immediately prior to an assignment and (B) whose long-term public senior debt securities are rated at least "BBB-" by S&P or at least "Baa3" by Moody's; or (ii) that is approved by the Borrower (whose approval shall not be unreasonably withheld) and the Administrative Agent.

"Entergy Arkansas" means Entergy Arkansas, Inc., an Arkansas corporation.

"Entergy Gulf States" means Entergy Gulf States, Inc., a Texas corporation.

"Entergy Louisiana" means Entergy Louisiana, Inc., a Louisiana corporation.

"Entergy Mississippi" means Entergy Mississippi, Inc., a Mississippi corporation.

"Entergy New Orleans" means Entergy New Orleans, Inc., a Louisiana corporation.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administr ative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.08.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.06(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Existing Credit Agreement" means the Credit Agreement, dated as of May 16, 2002, among the Borrower, certain banks and Citibank, as agent for such banks.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain letter agreement, dated as of May 12, 2003, among the Borrower, the Administrative Agent and Citigroup Global Markets Inc.

"Granting Lender" has the meaning specified in Section 8.07(j).

"Guaranty Obligations" means (i) direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Increasing Lender" has the meaning specified in Section 2.04(c)(i).

"Interest Coverage Ratio" means as of any date of determination, the ratio of (i) Consolidated EBITDA for the period of four fiscal quarters ending on such date to (ii) Consolidated Interest Expense for such period.

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months (or any period of less than one month that ends on the last day of the Revolving Period or on the first anniversary of the last day of the Revolving Period, in the event the Borrower shall have made the Term Election) in the case of a Eurodollar Rate Advance, as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

1. the Borrower may not select any Interest Period that ends after the Termination Date;
2. Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and
3. whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Junior Subordinated Debentures" means any junior subordinated deferrable interest debentures issued by any Significant Subsidiary or Entergy New Orleans from time to time.

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Majority Lenders" means at any time Lenders to which are owed at least 66-2/3% of the then aggregate unpaid principal amount of the Advances, or, if no such principal amount is then outstanding, Lenders having at least 66-2/3% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under generally accepted accounting principles, as a result of such Stock Disposition.

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower, any Significant Subsidiary or Entergy New Orleans.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

"OECD" means the Organization for Economic Cooperation and Development.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of 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 required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

"Reference Banks" means Citibank, ABN AMRO Bank N.V., Bank One, NA and BNP Paribas.

"Register" has the meaning specified in Section 8.07(c).

"Relevant Rating" means the Senior Debt Ratings of the Significant Subsidiary (other than SERI) having the second lowest Senior Debt Ratings from Moody's and S&P of all Significant Subsidiaries (other than SERI).

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"Revolving Period" means the period beginning the date hereof and ending on May 13, 2004, or such later date as to which the Lenders may from time to time agree pursuant to Section 2.16.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"SEC Order" has the meaning specified in Section 3.01(a)(iii).

"Senior Debt Rating" means, as to any Person, the rating assigned by Moody's or S&P to the senior secured long-term debt of such Person.

"SERI" means Systems Energy Resources, Inc., an Arkansas corporation.

"Significant Subsidiary" means Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, SERI and any other domestic regulated utility subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries.

"SPC" has the meaning specified in Section 8.07(j).

"Stock Disposition" means, with respect to any Person, the issuance, sale, lease, transfer, conveyance or other disposition of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of such Person.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

"Term Election" has the meaning assigned to that term in Section 2.16(a).

"Termination Date" means the earlier to occur of (i) the last day of the Revolving Period, or, if the Borrower shall have made the Term Election, the first anniversary of the last day of the Revolving Period, and (ii) date of termination in whole of the Commitments pursuant to Section 2.04 or Section 6.02 hereof.

"Utilization Percentage" means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate outstanding Advances by the aggregate Commitments then in effect.

SECTION 1.02 Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

SECTION 1.03 Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01 The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the date hereof until the last day of the Revolving Period in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04(a) or (b) or Section 2.16 or increased pursuant to Section 2.04(c) (such Lender's "Commitment"). Each Borrowing shall be in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type and, in the case of Eurodollar Rate Advances, having the same Interest Period made or Converted on t he same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow under this Section 2.01; provided, however, that at no time may the principal amount outstanding hereunder exceed the aggregate amount of the Commitments; provided further that, on the date hereof, the aggregate amount of the Commitments shall not exceed $1,500,000,000.

SECTION 2.02 Making the Advances.

1. Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Advances, not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, and (D) in the case of a Borrowing comprising Eurodollar Rate Advances, initial Inte rest Period for each such Advance. Each Lender shall, before (x) 12:00 noon (New York City time) on the date of any Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
2. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
3. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available t o the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
4. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03 Fees.

The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee on the average daily amount of such Lender's Commitment from the date hereof in the case of each Bank, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender, in the case of each other Lender, until the earlier to occur of the Termination Date and, in the case of the termination in whole of a Lender's Commitment pursuant to Section 2.04, the date of such termination, payable on the last day of each March, June, September and December during such period, and on the Termination Date at the rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, determined by reference to the Relevant Rating:

	Level 1	Level 2	Level 3		Level 4	Level 5
S&P Moody's	Relevant Ratings A- or better and A3 or better	Relevant Ratings Less than Level 1 and BBB+ or better and Baa1 or better	Relevant Ratings Less than Level 2 and BBB or better and Baa2 or better	Relevant Ratings Less than Level 3 and BBB- or better and Baa3 or better		Relevant Ratings below BBB-* or below Baa3*
Rate Per Annum
Facility Fee	0.125%	0.150%	0.200%		0.250%	0.375%

*or unrated

Any change in the facility fee will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any Senior Debt Rating.

SECTION 2.04 Adjustment of the Commitments.

1. The Borrower shall have the right, upon at least three Business Days' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $1,000,000 or an integral multiple thereof.
2. If the Borrower shall make the Term Election, then on the last day of the Revolving Period, the Commitments shall be permanently reduced to an amount equal to the aggregate principal amount of Advances then outstanding. In addition, if on any date following the last day of the Revolving Period the aggregate principal amount of Advances then outstanding shall be less than the Commitments, then on such date the Commitments shall be permanently reduced to an amount equal to the aggregate principal amount of Advances then outstanding.

1. (i) On any date on or prior to the last day of the Revolving Period, the Borrower may increase the aggregate amount of the Commitments by an amount not less than $5,000,000 and to an amount not to exceed $2,000,000,000 (any such increase, a "Commitment Increase") by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any such Eligible Assignee that is an existing Lender, to increase its Commitment (an "Increasing Lender") and, in the case of any other Eligible Assignee (an "Additional Lender"), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (c) plus th e Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.04(c) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.

1. Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitments of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effe ct to such Commitment Increase (1) no Event of Default and no Prepayment Event has occurred and is continuing, (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect.
2. Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.10.
3. Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the facility fee and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

SECTION 2.05 Repayment of Advances.

The Borrower shall repay the principal amount of each Advance made by each Lender on the Termination Date.

SECTION 2.06 Interest on Advances.

The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

1. Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin for such Base Rate Advance in effect from time to time, payable quarterly on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full.
2. Eurodollar Rate Advances. Subject to Section 2.07, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin for such Eurodollar Rate Advance in effect from time to time, payable on the last day of each Interest Period for such Eurodollar Rate Advance and on the date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

SECTION 2.07 Additional Interest on Eurodollar Rate Advances.

The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determination s hall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.08 Interest Rate Determination.

1. Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
2. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a) and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(b).
3. If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,

1. the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
2. each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
3. the obligation of the Lenders to make, or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

1. If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon

1. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
2. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 2.09 Conversion of Advances.

1. Voluntary. The Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, on any Business Day, Convert all Advances of one Type made in connection with the same Borrowing into Advances of another Type; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another Type shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a "Notice of Conversion") shall be by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-2 hereto, specifying there in (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into, or with respect to, Eurodollar Rate Advances, the duration of the Interest Period for each such Advance.
2. Mandatory. If a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing comprising Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01 and Section 2.09(a), or if any proposed Conversion of a Borrowing that is to comprise Eurodollar Rate Advances upon Conversion shall not occur as a result of the circumstances described in paragraph (c) below, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
3. Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise Eurodollar Rate Advances upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Prepayment Event or Event of Default, or any event that would constitute an Event of Default or a Prepayment Event with notice or lapse of time or both), such Conversion does not occur. The Borrower's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

SECTION 2.10 Prepayments.

The Borrower may, upon notice received by the Administrative Agent prior to 11:00 A.M. (New York City time) on any Business Day, with respect to Base Rate Advances, and upon at least two Business Days' notice to the Administrative Agent, with respect to Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances made as part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $100,000 in excess thereof and (ii) in the case of any such prepayment of an Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment.

SECTION 2.11 Increased Costs.

1. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and bi nding for all purposes, absent manifest error.
2. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be alloc able to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.12 Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, any change in or any change in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Converts all E urodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.09.

SECTION 2.13 Payments and Computations.

1. The Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.03, 2.07, 2.11, 2.14 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignm ent and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
2. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due.
3. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
4. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
5. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
6. Notwithstanding anything to the contrary contained herein, any Advance or other amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, in the case of each Advance, to the applicable interest rate in effect from time to time for such Advance plus 2% per annum, and, in the case of other amounts, to the Base Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, payable in each case upon demand.

SECTION 2.14 Taxes.

1. Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, net income taxes and franchise taxes imposed in lieu of net income taxes on it by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, net income taxes and franchise taxes imposed on it in lieu of net income taxes by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased (unless and to the extent that (x) the Borrower is required to deduct such Taxes because any Lender fails to comply with subsection (d) below or (y) such Taxes are imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent such Lender's assignor, if any, was entitled at the time of assignment, to receive additional amounts from the Borrower pursuant to this Section 2.14(a)) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the ful l amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent a certified copy of the original receipt received by the Borrower showing payment thereof.
2. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
3. The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question or the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, take such actions as the Borrower may reasonably request to preserve the Borrower's rights to contest such Taxes or Other Taxes, and, within 60 days following receipt of any refund of amounts with respect to Taxes or Other Taxes for which such Lenders or the Administrative Agent were previously indemnified under this Section 2.14, pay to the Borrower such refunded amounts (including any interest paid by the relevant taxing authority with respect to such amounts) to the extent of the indemnity payments made by the Borrower; provided, however, that the Borrower agrees to repay the amount paid over to the Borrower if such Lender or the Administrative Agent is required to repay such refund.
4. Prior to the date of the initial Borrowing in the case of each Bank, and on the date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent in writing, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from or eligible for a reduced rate of United States federal withholding taxes with respect to all payments to be made to such Lender hereunder. A Lender shall deliver forms pursuant to this Section 2.14(d) showing eligibility for a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, only as a result of a change in treaty, law or regulation that occurs after the date such Lender becomes a part y to this Agreement; provided, however, that a Lender whose assignor, if any, was entitled at the time of assignment to a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, as a result of a change in treaty, law or regulation that occurred after the date such assignor became a party to this Agreement shall be entitled to deliver a form showing eligibility for a reduced rate of United States federal withholding tax to the extent that such assignor was so entitled. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Borrower in writing to that effect. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower or, if the Borrower fails to do so, the Administrative Agent, shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States. Notwithstanding any other provision of this paragraph, a Lender organized under the laws of a jurisdiction outside of the United States shall not be required to deliver any form that such Lender is not legally able to deliver.
5. Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office, change its Applicable Lending Office to another office of the Lender or take other actions customary or otherwise reasonable under the circumstances if the making of such a change or the taking of such actions would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the sole judgment of such Lender, cause such Lender to suffer economic, legal or regulator disadvantage. Nothing in this subsection 2.14(e) shall postpone any of the obligations of the Borrower pursuant to Section 2.14.
6. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.14 shall survive the payment in full of principal and interest hereunder.

SECTION 2.15 Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.07, 2.11, 2.14 or 8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to ( ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.16 Extension of Termination Date.

1. At least 30 but no more than 45 days prior to the end of the then-current Revolving Period, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the Revolving Period be extended for an additional period of 364 days, commencing on the last day of the then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in the event that the Lenders determine not to extend the Revolving Period as requested by the Borrower, to extend the then-stated Termination Date from the last day of the then-current Revolving Period to the first anniversary of the last day of the then-current Revolving Period (any such election to so extend the Termination Date being the "Term Election"). Upon receipt of any such notice, the Administrative Agent shall promptly communicate such request to the Lenders.
2. No earlier than 30 days prior, and no later than 20 days prior, to the end of the then-current Revolving Period, each Lender may indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Revolving Period is acceptable to such Lender, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such requests (any Lender refusing or deemed to refuse any such request, a "Non-Consenting Lender"). The Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Revolving Period.
3. Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that Lenders having more than 50% of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to the Commitments of such Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof in which case the then-current Revolving Period shall be extended for such additional period with respect to such Commitments.
4. Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that (i) Lenders having 50% or less of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period and (ii) Commitments and Advances of Non-Consenting Lenders with respect to such request which have been assigned pursuant to Section 8.07(g) hereof, when aggregated with the Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof.
5. Subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), in the event that any request by the Borrower pursuant to subsection (a) above shall be denied and the Borrower shall have indicated in such request that, in the event of such denial, it has determined to effect the Term Election, then, effective as of the last day of the Revolving Period, the Termination Date shall be extended to the first anniversary of such day. In addition, in the event that the Borrower shall not have requested an extension of the then-current Revolving Period pursuant to subsection (a) above, the Borrower may nonetheless make the Term Election by giving written notice to such effect to the Administrative Agent at least ten Business Days prior to the last day of the then-current Revolving Period (which shall promptly give notice thereof to the Lenders), whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effect ive as of such last day, be extended to the first anniversary of such last day.
6. Notwithstanding anything contained herein to the contrary, the Borrower's right to effect the Term Election as provided in either subsection (a) or (e), above, shall not affect any rights or remedies that the Lenders or the Administrative Agent may have at such time under Section 6.01 as a result of any Event of Default or Prepayment Event, or event that would constitute an Event of Default or Prepayment Event with notice or lapse of time or both, which may have occurred and then be continuing, either at the time of the giving of such notice or on the last day of the then-current Revolving Period.
7. Notwithstanding any other provision of this Agreement, the Revolving Period may be extended more than once pursuant to this Section 2.16 and the Term Election may be effected on the last day of the Revolving Period whether or not the same has been extended one or more times pursuant to this Section 2.16.

SECTION 2.17 Noteless Agreement; Evidence of Indebtedness.

1. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
2. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
3. The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
4. Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender and in a form acceptable to the Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from the Borrower, payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01 Conditions Precedent to Initial Advances.

The obligation of each Lender to make its initial Advance is subject to the conditions precedent that on or before the date of such Advance:

1. The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:

1. A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17;
2. Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement (other than any Commitment Increase Approvals);
3. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (other than any Commitment Increase Approvals) required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order (File No. 70-9749) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement (the "SEC Order");
4. Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2003, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied;
5. A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; and
6. A favorable opinion of King & Spalding LLP, Special New York counsel for the Administrative Agent, substantially in the form of Exhibit D hereto.

1. The Administrative Agent shall have received the fees payable pursuant to the Fee Letter.
2. The commitments of the lenders under the Existing Credit Agreement shall have been terminated, and the obligations of the Borrower under the Existing Credit Agreement to such lenders shall have been paid in full.

SECTION 3.02 Conditions Precedent to Each Borrowing.

The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

1. the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true):

1. The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

1. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

SECTION 3.03 Conditions Precedent to Each Extension of the Revolving Period.

In the event that the Borrower shall request an extension of the Revolving Period pursuant to Section 2.16, such extension shall take effect only upon the satisfaction of the following conditions precedent, together with such other conditions precedent as the extending Lenders may require in connection with such extension:

1. The Administrative Agent shall have prepared and delivered to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 8.07(g) hereof) a revised Schedule II which reflects the Commitments, as applicable, of each Lender.
2. The Borrower shall have paid all fees under or referenced in Section 2.03 hereof, to the extent then due and payable.
3. The Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated by Section 2.16 as the Administrative Agent shall reasonably request, including, without limitation, copies of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the extension of the Termination Date.
4. The following statements shall be true on and as of the last day of the then-current Revolving Period:

1. The representations and warranties contained in Section 4.01 are correct, provided that, the representations contained in subsections (e) and (f) thereof are made with respect to the Borrower's Annual Report on Form 10-K most recently filed with the SEC and Quarterly Reports on Form 10-Q, if any, filed with the SEC after such Form 10-K; and
2. No event has occurred and is continuing, or would result from such extension of the Termination Date, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects.
2. The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action (other than any corporate action constituting a Commitment Increase Approval, which, on and at all times following the date of any Commitment Increase, will have been obtained and will not have been revoked), and do not contravene (i) the Borrower's charter or by-laws, (ii) law applicable to the Borrower or its properties, subject to the receipt of all Commitment Increase Approvals, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.
3. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than any authorization or approval or other action constituting a Commitment Increase Approval, which, on and at all times following the date of any Commitment Increase, will have been obtained and will be final and in full force and effect and not subject to appeal, rehearing, review or reconsideration) is required for the due execution, delivery and performance by the Borrower of this Agreement, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (i) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (ii) the SEC Order.
4. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
5. The consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2002 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2003, and for the three-month period ended on such date set forth in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2003, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2003, since December 31, 2002, there has been no material adverse change in the financial condition or operations of the Borrower.
6. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2003, there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect.
7. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.
8. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) is, on the date hereof, represented by margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).
9. The Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and is registered under, the Public Utility Holding Company Act of 1935.
10. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole.
11. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
12. The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

ARTICLE V
COVENANTS OF THE BORROWER

SECTION 5.01 Affirmative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

1. Keep Books; Corporate Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

1. keep proper books of record and account, all in accordance with generally accepted accounting principles;
2. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business;
3. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;
4. comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;
5. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;
6. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and
7. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the Lenders and their respective agents and representatives to inspect the records and books of account of the Borrower and its subsidiaries during regular business hours.

1. Use of Proceeds. The Borrower may use the proceeds of the Borrowings for only (i) general corporate purposes and (ii) subject to the terms and conditions of this Agreement, repurchases of common stock of the Borrower and/or investments in nonregulated and/or nonutility businesses.
2. Reporting Requirements. Furnish to the Lenders:

1. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, (A) consolidated balance sheets of the Borrower and its subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of the Borrower and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
2. as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm as the Administrative Agent may approve), and certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
3. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Prepayment Event or Event of Default has occurred and is continuing, or if a Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as the case may be, and the action that the Borrower has taken and proposes to take with respect thereto;
4. as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto;
5. as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith;
6. promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Exchange Act, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935 in connection with the proceeding of the SEC in File No. 70-9749 related to the SEC Order or any subsequent proceedings related thereto;
7. as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto;
8. promptly and in any event within two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
9. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
10. promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
11. promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and
12. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

1. Interest Coverage Ratio. As of the end of each fiscal quarter of the Borrower, maintain an Interest Coverage Ratio of not less than 2.0:1.0.

SECTION 5.02 Negative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

1. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries or of Entergy New Orleans), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not mate rial to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $ 100,000,000 at any one time and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of Entergy New Orleans unless the obligations of the Borrower to the Lenders hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lende rs.
2. Limitation on Debt. Permit the total principal amount of all Debt of the Borrower and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization determined as of the last day of the most recently ended fiscal quarter of the Borrower; provided, however, that for purposes of this Section 5.02(b) "Debt" and "Capitalization" shall not include (i) Junior Subordinated Debentures issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization" and (ii) any Debt of any subsidiary of the Borrower that is Non-Recourse Debt.
3. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that the Borrower may merge with any other Person, provided that, immediately after giving effect to any such merger, (i) the Borrower is the surviving corporation or (A) the surviving corporation is organized under the laws of one of the states of the United States of America and assumes the Borrower's obligations hereunder in a manner acceptable to the Majority Lenders, and (B) after giving effect to such merger, the senior unsecured long-term debt of such Person shall be at least BBB- and Baa3, (ii) no event shall have occurred and be continuing that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permiss ible with respect to it or its property under this Agreement on the date of such transaction.
4. Disposition of Assets. Cause a Stock Disposition with respect to any Significant Subsidiary, or permit any Significant Subsidiary to cause a Stock Disposition with respect to any other Person, except to the Borrower or a Significant Subsidiary, unless such Stock Disposition is pursuant, required or related to any regulatory authority and/or governing body pertaining (1) to the organization or formation of a regional transmission organization or (2) to the separation or disaggregation of generation, transmission and/or distribution assets, and within 180 days of such Stock Disposition, the Borrower applies (or causes such Significant Subsidiary to apply) all of the Net Available Cash from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Borrower and/or Debt of one or more Domestic Regulated Utility Subsidiaries that remain a subsidiary of the Borrower and/or (ii) to reinvest in the busin ess of one or more Domestic Regulated Utility Subsidiaries of the Borrower.

ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES

SECTION 6.01 Events of Default.

Each of the following events shall constitute an "Event of Default" hereunder:

1. The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or
2. Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or
3. The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b), 5.01(d) or 5.02 or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or
4. The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
5. The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or
6. Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
7. (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of any event described in clau ses (i) through (iv), (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or in the case of an ERISA Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount).

SECTION 6.02 Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, any Significant Subsidiary or E ntergy New Orleans under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01 Authorization and Action.

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent ag rees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02 Administrative Agent's Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, c ovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03 Citibank and Affiliates.

With respect to its Commitment and the Advances made by it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if Citibank were not the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 7.04 Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05 Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrower but for which the Administrative Agent is not reimbursed by the Borrower.

SECTION 7.06 Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which, for so long as no Prepayment Event or Event of Default has occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank orga nized under the laws of the United States or of any other country that is a member of the OECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01 Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

SECTION 8.02 Notices, Etc.

All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 639 Loyola Avenue, New Orleans, LA 70113, Attention: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at Two Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Bank Loan Syndications, Paul Joseph (Telephone: 302-894-6016, Telecopier: 302-894-6120); or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposi ted in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Except as otherwise provided in Section 5.01(c), notices and other communications given by the Borrower to the Administrative Agent shall be deemed given to the Lenders.

SECTION 8.03 No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04 Costs and Expenses; Indemnification.

1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the rights of the Lenders under, this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).
2. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.04(c)(iii), 2.08(d), 2.09, 2.10 or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by re ason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder.
3. The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any transaction contemplated hereby, or the use by the Borrower or any of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damag es, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

SECTION 8.05 Right of Set-off.

Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provi ded that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

SECTION 8.06 Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07 Assignments and Participations.

1. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000 (or shall be the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, estimated by the Administrative Agent and advised to such parties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by i t pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender at any time may assign all or any portion of its rights and obligations under this Agreement to any Affiliate or Approved Fund of such Lender.
2. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a cop y of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement a re required to be performed by it as a Lender.
3. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
4. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
5. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
6. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
7. If any Lender shall fail to consent to the extension of the Termination Date pursuant to Section 2.16, then upon notification by the Administrative Agent of such Lender's refusal pursuant to Section 2.16(b), the Borrower may demand that such Lender assign, prior to the last day of the then-current Revolving Period, in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it. If any such assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignee for all of such Lender's Commitment or Advances, then such Lender may assign, prior to the last day of the then-current Revolving Period, such Commitment and Advances to any other assignee acceptable to the Administrative Agent in accordance with this Section 8.0 7; it being understood for purposes of this Section 8.07(g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an assignee designated by the Borrower, if such assignee (i) shall agree to such assignment in substantially the form of Exhibit B hereto and (ii) shall offer compensation to such Lender in an amount equal to the sum of the principal amount of all Advances outstanding to such Lender plus all interest accrued thereon to the date of such payment plus all other amounts payable by the Borrower to such Lender hereunder (whether or not then due) as of the date of such payment accrued in favor of such Lender hereunder.
8. If any Lender shall make any demand for payment under Section 2.11 or 2.14, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.12, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances; provided, however, that the Borrower shall pay to the Administrative Agent the $3,500 administrative fee payable pursuant to clause (iv) of subsection (a) above if such assignee is not a Lender immediately prior to such assignment. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Sections 2.04 and 2.10 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.11(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons.
9. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.
10. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.11 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidat ion proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(j) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.
SECTION 8.08 Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.17 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8.09 Consent to Jurisdiction; Waiver of Jury Trial.
1. To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such act ion or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.
SECTION 8.10 Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ENTERGY CORPORATION

By /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

CITIBANK, N.A.,
as Administrative Agent and Bank

By /s/ Anita J. Brickell
Name: Anita J. Brickell
Title: Vice President

BANKS

ABN AMRO BANK N.V.

By /s/ John J. Mack 
Name: John J. Mack
Title: Senior Vice President

By /s/ Frank T.J. Van Deur 
Name: Frank T.J. Van Deur
Title: Vice President

BANK ONE, N.A.

By /s/ Sharon K. Webb 
Name: Sharon K. Webb
Title: Associate Director

BNP PARIBAS

By /s/ Mark A. Renaud 
Name: Mark A. Renaud
Title: Managing Director

By /s/ Timothy F. Vincent 
Name: Timothy F. Vincent
Title: Vice President

THE BANK OF NEW YORK

By /s/ John N. Watt 
Name: John N. Watt
Title: Vice President

BARCLAYS BANK PLC

By /s/ Sydney G. Dennis 
Name: Sydney G. Dennis
Title: Director

JPMORGAN CHASE BANK

By /s/ Michael J. DeForge 
Name: Michael J. DeForge
Title: Vice President

By
Name:
Title:

                                                                                                                        KEYBANK NATIONAL ASSOCIATION

By /s/ Sherrie I. Manson
Name: Sherrie I. Manson
Title: Vice President

MORGAN STANLEY BANK

By /s/ Jaap L. Tonckens
Name: Jaap L. Tonckens
Title: Vice President
Morgan Stanley Bank

THE ROYAL BANK OF SCOTLAND PLC

By /s/ Maria Amaral - LeBlanc
Name: Maria Amaral - LeBlanc
Title: Senior Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION

By /s/ Daniel Evans
Name: Daniel Evans
Title: Managing Director

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH

By /s/ S. William Fox
Name: S. William Fox
Title: Director

By /s/ Guy M. Baron
Name: Guy M. Baron
Title: Associate

MELLON BANK, N.A.

By /s/ Roger E. Howard
Name: Roger E. Howard
Title: Vice President

REGIONS BANK

By /s/ Jim Schmalz
Name: Jim Schmalz
Title: Vice President

SOCIETE GENERALE

By /s/ Wayne Hosang
Name: Wayne Hosang
Title: Vice President

UNION BANK OF CALIFORNIA, N.A.

By /s/ Chad L. Canfield
Name: Chad L. Canfield
Title: Vice President

THE BANK OF NOVA SCOTIA

By /s/ Denis P. O'Meara
Name: Denis P. O'Meara
Title: Managing Director

COBANK, ACB

By /s/ Cathleen D. Reed
Name: Cathleen D. Reed
Title: Assistant Vice President

CREDIT LYONNAIS NEW YORK BRANCH

By /s/ Phillippe Soustra
Name: Phillippe Soustra
Title: Executive Vice President

DEUTSCHE BANK AG NEW YORK BRANCH

By /s/ Phillippe Sandmeier
Name: Phillippe Sandmeier
Title: Director

By /s/ Oliver Riedinger
Name: Oliver Riedinger
Title: Vice President

BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

By /s/ Sebastian Beuerle
Name: Sebastian Beuerle
Title: Associate Director

By /s/ Marianne Weinzinger
Name: Marianne Weinzinger
Title: Director

KBC BANK N.V.

By /s/ Jean-Pierre Diels
Name: Jean-Pierre Diels
Title: First Vice President

By /s/ Eric Raskin
Name: Eric Raskin
Title: Vice President

LEHMAN BROTHERS BANK, FSB

By /s/ Gary T. Taylor
Name: Gary T. Taylor
Title: Vice President

MIZUHO CORPORATE BANK LIMITED

By /s/ Jun Shimmachi
Name: Jun Shimmachi
Title: Vice President

WEST LB AG, NEW YORK BRANCH, formerly known as WESTDEUTSCHE LANDESBANK GRIROZENTRALE, NEW YORK BRANCH

By /s/ Duncan M. Robertson
Name: Duncan M. Robertson
Title: Director

By /s/ Salvatore Battinelli
Name: Salvatore Battinelli
Title: Managing Director
Credit Department

SCHEDULE I

LIST OF APPLICABLE LENDING OFFICES

ENTERGY CORPORATION

U.S. $1,450,000,000 Credit Agreement

Name of Bank	Domestic Lending Office	Eurodollar Lending Office
ABN AMRO Bank N.V.	135 South LaSalle Street Suite 2805 Chicago, IL 60603 Attn: Credit Administration Telephone: 312-904-8835 Fax: 312-904-8840	135 South LaSalle Street Suite 2805 Chicago, IL 60603 Attn: Credit Administration Telephone: 312-904-8835 Fax: 312-904-8840
Bank One, N.A. (Main Office - Chicago)	1 Bank One Plaza, Suite IL1-0634 Chicago, IL 60670 Attn: Mattie Flournoy, Client Service Associate Telephone: 312-732-5219 Fax: 312-732-4840	1 Bank One Plaza, Suite IL1-0634 Chicago, IL 60670 Attn: Mattie Flournoy, Client Service Associate Telephone: 312-732-5219 Fax: 312-732-4840
Barclays Bank PLC	200 Park Avenue 4th Floor New York, NY 10166	200 Park Avenue 4th Floor New York, NY 10166
Bayerische Hypo-und Vereinsbank AG, New York Branch	Bayerische Hypo-und Vereinsbank AG, New York Branch 150 East 42nd Street New York, NY 10017	Bayerische Hypo-und Vereinsbank AG, Grand Cayman Branch c/o Bayerische Hypo-und Vereinsbank AG 150 East 42nd Street New York, NY 10017
BNP Paribas	787 Seventh Avenue New York, N.Y. 10019 Telephone: 212-841-2000 Fax: 212-841-2555	787 Seventh Avenue New York, N.Y. 10019 Telephone: 212-841-2000 Fax: 212-841-2555
Citibank, N.A.	One Court Square Seventh Floor, Zone 1 Long Island City, NY 11120 Attn: John Mann Telephone: 718-248-4504 Fax: 718-248-4844	One Court Square Seventh Floor, Zone 1 Long Island City, NY 11120 Attn: John Mann Telephone: 718-248-4504 Fax: 718-248-4844
CoBank, ACB	5500 South Quebec Street Greenwood Village, CO 80111	5500 South Quebec Street Greenwood Village, CO 80111
Credit Lyonnais New York Branch	1301 Avenue of the Americas New York, NY 10019	1301 Avenue of the Americas New York, NY 10019
Credit Suisse First Boston, Cayman Islands Branch	Eleven Madison Avenue New York, NY 10010	Eleven Madison Avenue New York, NY 10010
Deutsche Bank AG New York Branch	31 West 52nd Street New York, N.Y. 10019	31 West 52nd Street New York, N.Y. 10019
JPMorgan Chase Bank	1 Chase Manhattan Plaza, 8th Floor New York, N.Y. 10081 Attn: Thomas Albertelli Telephone: 212-552-7451 Fax: 212-552-5701	1 Chase Manhattan Plaza, 8th Floor New York, N.Y. 10081 Attn: Thomas Albertelli Telephone: 212-552-7451 Fax: 212-552-5701
KBC Bank N.V.	KBC Bank N.V. New York Branch 125 West 55th Street New York, NY 10019	KBC Bank N.V. New York Branch 125 West 55th Street New York, NY 10019
KeyBank National Association	127 Public Square Mailcode: OH-01-27-0606 Cleveland, Ohio 44114-1306	127 Public Square Mailcode: OH-01-27-0606 Cleveland, Ohio 44114-1306
Lehman Brothers Bank, FSB	745 7th Avenue New York, N.Y. 10019	745 7th Avenue New York, N.Y. 10019
Mellon Bank, N.A.	Three Mellon Center, Room 1203 Pittsburgh, PA 15259-0003 Attn: Brenda Leierzapf Telephone: 412-234-8161 Fax: 412-209-6146	Three Mellon Center, Room 1203 Pittsburgh, PA 15259-0003 Attn: Brenda Leierzapf Telephone: 412-234-8161 Fax: 412-209-6146
Mizuho Corporate Bank Limited	1221 McKinney Street Suite 4100 Houston, TX 77010	1221 McKinney Street Suite 4100 Houston, TX 77010
Morgan Stanley Bank	1585 Broadway New York N.Y. 10036	1585 Broadway New York N.Y., 10036
Regions Bank	301 St. Charles Avenue New Orleans, LA 70130	301 St. Charles Avenue New Orleans, LA 70130
Societe Generale	560 Lexington Avenue New York, N.Y. 10022 Attn: Margaret Ayala Telephone: 212-278-6971 Fax: 212-278-7490 or 212-278-7343	560 Lexington Avenue New York, N.Y. 10022 Attn: Margaret Ayala Telephone: 212-278-6971 Fax: 212-278-7490 or 212-278-7343
The Bank of New York	One Wall Street New York, NY 10286 Attn: Steve Kalachman Telephone: 212-635-7547 Fax: 212-635-7923	One Wall Street New York, NY 10286 Attn: Steve Kalachman Telephone: 212-635-7547 Fax: 212-635-7923
The Bank of Nova Scotia	The Bank of Nova Scotia Atlanta Agency 600 Peachtree Street N.E. Suite 2700 Atlanta, GA 30308	The Bank of Nova Scotia Atlanta Agency 600 Peachtree Street N.E. Suite 2700 Atlanta, GA 30308
The Royal Bank of Scotland plc	101 Park Avenue 12th Floor New York, NY 10178 Attn: Sheila Shaw/ Juanita Baird Telephone: 212-401-1406/1420 Fax: 212-401-1336	101 Park Avenue 12th Floor New York, NY 10178 Attn: Sheila Shaw/ Juanita Baird Telephone: 212-401-1406/1420 Fax: 212-401-1336
Union Bank of California, N.A.	445 South Figueroa Street 15th Floor Los Angeles, CA 90071	445 South Figueroa Street 15th Floor Los Angeles, CA 90071
Wachovia Bank, National Association	191 Peachtree Street Atlanta, Georgia 30303 Attn: Loan Administration	191 Peachtree Street Atlanta, Georgia 30303 Attn: Loan Administration
West LB AG, New York Branch, formerly known as Westdeutsche Landesbank Girozentrale, New York Branch	1211 Avenue of the Americas New York, NY 10036	1211 Avenue of the Americas New York, NY 10036

SCHEDULE II

COMMITMENT SCHEDULE

Name of Lender	Commitment Amount
Citibank, N.A.	$125,000,000
ABN AMRO Bank N.V.	$120,000,000
Bank One, N.A.	$120,000,000
BNP Paribas	$120,000,000
The Bank of New York	$ 70,000,000
Barclays Bank PLC	$ 70,000,000
JPMorgan Chase Bank	$ 70,000,000
KeyBank National Association	$ 70,000,000
Morgan Stanley Bank	$ 70,000,000
The Royal Bank of Scotland plc	$ 70,000,000
Wachovia Bank, National Association	$ 70,000,000
Credit Suisse First Boston, Cayman Islands Branch	$ 50,000,000
Mellon Bank, N.A.	$ 50,000,000
Regions Bank	$ 50,000,000
Societe Generale	$ 50,000,000
Union Bank of California, N.A.	$ 50,000,000
The Bank of Nova Scotia	$ 25,000,000
CoBank, ACB	$ 25,000,000
Credit Lyonnais New York Branch	$ 25,000,000
Deutsche Bank AG New York Branch	$ 25,000,000
Bayerische Hypo-und Vereinsbank AG, New York Branch	$ 25,000,000
KBC Bank N.V.	$ 25,000,000
Lehman Brothers Bank, FSB	$ 25,000,000
Mizuho Corporate Bank Limited	$ 25,000,000
West LB AG, New York Branch, formerly known as Westdeutsche Landesbank Girozentrale, New York Branch	$ 25,000,000
Total Commitment:	$1,450,000,000

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Citibank, N.A., as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of May 15, 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

1. The Business Day of the Proposed Borrowing is , 20   .
2. The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].
3. The aggregate amount of the Proposed Borrowing is $ .
4. The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

1. the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Citibank, N.A., as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of May 15, 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.09 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.09 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is __________, _____.
2. The Type of Advances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Rate Advances].
3. The aggregate amount of the Proposed Conversion is $__________.
4. The Type of Advances to which such Advances are proposed to be Converted is [Base Rate Advances] [Eurodollar Rate Advances].
5. The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s).

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

1. The Borrower's request for the Proposed Conversion is made in compliance with Section 2.09 of the Credit Agreement; and
2. The statements contained in Section 3.02 of the Credit Agreement are true.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 20__

Reference is made to the Credit Agreement, dated as of May 15, 2003 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as Administrative Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

____________ (the "Assignor") and ___________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth in Section b of Schedule 1.
2. The Assignor (A) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (B) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (C) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. Except as specified in this Section b, the assignment hereunder shall be without recourse to the Assignor.
3. The Assignee (A) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (B) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (D) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (E) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (F) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that it is exempt from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].¹
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"); provided, however, that in no event shall this Assignment and Acceptance become effective prior to the payment for the processing and recordation fee to the Administrative Agent as provided in Section 8.07(a) of the Credit Agreement.
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (A) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (B) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were up on the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By
Name:
Title:

[NAME OF ASSIGNEE]

By
Name:
Title:

Domestic Lending Office (and
address for notices):
[Address]

Eurodollar Lending Office:
[Address]

Accepted this ___ day
of ___________, 20__

CITIBANK, N.A., as Administrative Agent

By
Name:
Title:

Schedule 1
to
Assignment and Acceptance

Dated __________, 20__

Section (a)
Percentage Interest:	%
Section (b)
Assignee's Commitment:	$
Aggregate Outstanding Principal
Amount of Advances owing to the Assignee:	$
Section (c)
Effective Date1: _________, 20__

1.  This date should be no earlier than the date of acceptance by the Administrative Agent. 

EXHIBIT C

FORM OF OPINION OF
COUNSEL FOR THE BORROWER

[Date]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Citibank, N.A., as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Credit Agreement, dated as of May 15, 2003, by and among the Borrower, the Banks parties thereto and Citibank, N.A., as Administrative Agent. This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

1. Counterparts of the Credit Agreement, executed by the Borrower;
2. The Certificate of Incorporation of the Borrower (the "Charter");
3. The Bylaws of the Borrower (the "Bylaws");
4. A certificate of the Secretary of State of the State of Delaware, dated May __, 2003, attesting to the continued corporate existence and good standing of the Borrower in that State;
5. A Certificate of the Secretary of State of the State of Louisiana, dated May __, 2003, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that state;
6. A copy of the Order dated [April 3, 2001] of the Securities and Exchange Commission (File No. 70-9749) under the Public Utility Holding Company Act of 1935 (the "SEC Order"); and
7. The other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was c reated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification.
2. The execution, delivery and performance by the Borrower of the Credit Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action (other than any corporate action constituting a Commitment Increase) and do not contravene (i) the Charter or the Bylaws or (ii) law, subject to the receipt of all Commitment Increase Approvals, or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Credit Agreement has been duly executed and delivered on behalf of the Borrower.
3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than any authorization or approval or other action constituting a Commitment Increase Approval), is required for the due execution, delivery and performance by the Borrower of the Credit Agreement, except for the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal.
4. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and in the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2003, there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Credit Agreement, or that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement. To the best of my knowledge, after inquiry, there has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect.
5. The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
6. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

My opinions above are subject to the following qualifications:

1. My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law.
2. My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
3. My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Credit Agreement.
4. My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Credit Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest LLP, is being provided to you contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana and, except as otherwise provided herein, my role as counsel to the Borrower is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from us, except that (A) Thelen Reid & Priest LLP may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law, (B) King & Spalding LLP hereby is authorized to rely on this letter in the rendering of their opinion to the Lenders dated as of the date hereof; and (C) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

Very truly yours,

Denise C. Redmann
Assistant General Counsel

EXHIBIT D

OPINION OF SPECIAL NEW YORK
COUNSEL TO THE AGENT

[DATE]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Citibank, N.A., as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

We have acted as special New York counsel to Citibank, N.A., individually and as Administrative Agent, in connection with the preparation, execution and delivery of the Credit Agreement, dated as of May 15, 2003 (the "Credit Agreement"), among Entergy Corporation, the Banks parties thereto and Citibank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined.

In this connection, we have examined the following documents:

1. a counterpart of the Credit Agreement, executed by the parties thereto; and
2. the other documents furnished to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement, including (without limitation) the opinion (the "Opinion") of Denise C. Redmann, counsel to the Borrower.

In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the parties executing such documents and the conformity to the originals of all such documents submitted to us as copies. We have also assumed that you have independently evaluated, and are satisfied with, the creditworthiness of the Borrower and the business terms reflected in the Credit Agreement. We have relied, as to factual matters, on the documents we have examined.

To the extent that our opinions expressed below involve conclusions as to matters governed by law other than the law of the State of New York, we have relied upon the Opinion and have assumed without independent investigation the correctness of the matters set forth therein, our opinions expressed below being subject to the assumptions, qualifications and limitations set forth in the Opinion.

Based upon and subject to the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Credit Agreement is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

Our opinion is subject to the following qualifications:

1. The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors' rights generally.
2. The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). Such principles of equity are of general application, and, in applying such principles, a court, among other things, might not allow a contracting party to exercise remedies in respect of a default deemed immaterial, or might decline to order an obligor to perform covenants.
3. We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties is determined to have constituted negligence.
4. We express no opinion herein as to (A) Section 8.05 of the Credit Agreement, (B) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (C) the availability of specific performance or other equitable remedies, (D) the enforceability of rights to indemnity under federal or state securities laws or (E) the enforceability of waivers by parties of their respective rights and remedies under law.
5. Our opinions expressed above are limited to the law of the State of New York, and we do not express any opinion herein concerning any other law.

The foregoing opinion is solely for your benefit and may not be relied upon by any other person or entity, other than any Person that may become a Lender under the Credit Agreement after the date hereof.

Very truly yours,

EX-4 5 a4d.txt 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 pursuant to and as contemplated by 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 fourth series to be issued under the Indenture shall be designated "6.58% Senior Notes due May 15, 2010" (the "Senior Notes"). All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in Exhibit A hereto; all capitalized terms used in this certificate which are not defined herein or in Exhibit A hereto shall have the meanings set forth in the Indenture. 2. The Senior Notes shall be issued by the Company in the initial aggregate principal amount of $75,000,000. Additional Senior Notes, without limitation as to amount, having substantially the same terms as the Outstanding Senior Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the Outstanding Senior Notes, and, if no interest has been paid, from May 14, 2003), may also be issued by the Company pursuant to the Indenture without the consent of the existing Holders of the Senior Notes. Such additional Senior Notes shall be part of the same series as the Outstanding Senior Notes. 3. The Senior Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on May 15, 2010. 4. The Senior Notes shall bear interest as provided in the form thereof set forth in Exhibit A hereto. For the purposes of Section 310 of the Indenture, a period from and including the 15th of one month to but not including the 15th 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 interest (other than at Maturity) 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 so long as any Senior Notes are registered in the name of The Depository Trust Company ("DTC"), or its nominee as discussed below, all payments of principal, premium, if any, and interest in respect of such Senior Notes will be made in immediately available funds. 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. Initially the Senior Notes will be issued in global form registered in the name of Cede & Co. (as nominee for DTC, the initial securities depository for the Senior Notes), and may bear such legends as DTC may reasonably request. So long as any Senior Notes are Outstanding in global form registered in the name of DTC or its nominee (or any successor depository), all payments of principal, premium, if any, and interest with respect to the Senior Notes in global form will be made by the Company in immediately available funds in accordance with the customary procedures of DTC. 8. 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. 9. If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Senior Notes, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer's Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer's Certificate, either: (A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Senior Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Senior Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or (B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Senior Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. 10. So long as any Senior Notes remain Outstanding, the Company will comply with the following covenants in addition to those specified in Article Six of the Indenture: (a) Limitation on Debt. The Company shall not permit the total principal amount of all Debt of the Company and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization, as defined below, determined as of the last day of the Company's most recently ended fiscal quarter. For purposes of this restriction "Debt" and "Capitalization" shall not include junior subordinated deferrable interest debentures of a Significant Subsidiary issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization," and any Debt of any subsidiary of the Company that is Non-Recourse Debt. "Non-Recourse Debt" means any Debt of any subsidiary of the Company that does not constitute Debt of the Company or of any Significant Subsidiary. "Capitalization" means, as of any date of determination, with respect to the Company and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Company and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Company and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date. (b) Disposition of Assets. The Company will not sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of any Principal Utility Subsidiary (as defined below), or permit any Principal Utility Subsidiary to issue, sell or otherwise dispose of any of its shares of voting common stock (or of stock or other instruments convertible into voting common stock) (each such case, a "Stock Disposition"), except to the Company or to a Principal Utility Subsidiary, unless within 180 days of such Stock Disposition, the Company applies (or causes such Principal Utility Subsidiary to apply) all of the Net Available Cash (as defined below) from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Company and/or Debt of one or more Domestic Regulated Utility Subsidiaries 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 such date. "Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under United States generally accepted accounting principles, as a result of such Stock Disposition. (c) Insurance. The Company will maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Trustee, within a reasonable time after written request therefor, such information as to the insurance carried as the Trustee may reasonably request; (d) Compliance with Law. The Company will comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws. "Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or 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. 11. So long as any Senior Notes remain Outstanding, each of the following events will constitute an "Event of Default" with respect to the Senior Notes in addition to those Events of Default specified in Section 801 of the Indenture: (a) Failure to pay any principal of or premium or interest on any Debt of the Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such a failure with respect to Securities of another series, when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure continues after the expiration of any applicable grace period specified in the agreement or instrument relating to such Debt; or (b) Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its inability to pay debts generally, or making a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding, including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or (c) Any judgment or order for the payment of money in excess of $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect. 12. (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 12(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. 13. 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. 14. The Senior Notes shall be initially issued in global form registered in the name of Cede & Co. (as nominee of DTC, the initial securities depository for the Senior Notes; provided, that the Company reserves the right to provide for another depository, registered as a clearing agency under the Exchange Act, to act as depository for the global Senior Notes (DTC and any such successor depository, the "Depository"); except in connection with a transfer of a Senior Note to an IAI, as described in paragraph 16 below, beneficial interests in Senior Notes issued in global form may not be exchanged in whole or in part for individual certificated Senior Notes in definitive form, and no transfer of a global Senior Note in whole or in part may be registered in the name of any Person other than the Depository or its nominee except that (i) if the Depository (A) has notified the Company that it is unwilling or unable to continue as depository for the global Senior Notes or (B) has ceased to be a clearing agency registered under the Exchange Act or other applicable statute or regulation and, in either case, a successor depository for such global Senior Notes has not been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, (ii) if the Company, in its sole discretion, determines that the Senior Notes will no longer be represented by Senior Notes in global form or (iii) if an Event of Default with respect to the Senior Notes has occurred and is continuing, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Senior Notes, will authenticate and deliver Senior Notes in definitive certificated form in an aggregate principal amount equal to the principal amount of the global Senior Notes representing such Senior Notes in exchange for such global Senior Notes, such definitive Senior Notes to be registered in the names provided by the Depository to the Trustee; each global Senior Note (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Senior Notes to be represented by such global Senior Note, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository, its nominee, any custodian for the Depository or otherwise pursuant to the Depository's instructions and (iv) shall bear a legend restricting the transfer of such global Senior Note to any person other than the Depository or its nominee; none of the Company, the Trustee, any Paying Agent or any Authenticating Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global Senior Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 15. The Senior Notes will be issued and sold by the Company pursuant to Section 4(2) of the Securities Act or in offshore transactions to persons other than U.S. persons as defined in Regulation S under the Securities Act in reliance on such Regulation S. Except for Senior Notes issued to foreign purchasers after the expiration of the 40-day distribution compliance period under Regulation S under the Securities Act or in substitution or exchange therefor, each Senior Note, whether in a global form or in a certificated form, shall bear the non- registration legend in substantially the form set forth in such form set forth in Exhibit A hereto. By its acquisition of any Senior Notes, each Holder will be deemed to have agreed to the transfer restrictions contained in such legend and the other procedures and requirements relating to a transfer of Senior Notes. Nothing in the Indenture, the Senior Notes or this certificate shall be construed to require the Company to register any Senior Notes under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such Senior Notes in violation of applicable law. 16. It is contemplated that (i) beneficial interests in Senior Notes owned by qualified institutional buyers (as defined in Rule 144A under the Securities Act) ("QIBs") or sold to QIBs in reliance upon Rule 144A under the Securities Act will be represented by one or more separate certificates in global form (each, a "QIB Global Certificate") registered in the name of Cede & Co., as registered owner and as nominee for DTC; (ii) beneficial interests in Senior Notes sold to foreign purchasers pursuant to Regulation S under the Securities Act will be evidenced by one or more separate certificates in global form (each, a "Regulation S Global Certificate") registered in the name of Cede & Co., as registered owner and as nominee for DTC, initially, for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe anonyme, Luxembourg ("Clearstream Luxembourg"), it being understood that prior to the 40th day after the date of initial issuance of the Senior Notes, beneficial interests in a Regulation S Global Certificate may be held only through Euroclear or Clearstream Luxembourg; and (iii) Senior Notes transferred to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("IAIs"), who are not QIBs and who are not foreign purchasers pursuant to Regulation S under the Securities Act, will be in certificated form. The Trustee, the Security Registrar and the Company will have no responsibility under the Indenture for transfers of beneficial interests in the Senior Notes in global form, which transfers will be conducted pursuant to the customary procedures of the Depository. In connection with any transfer of 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 the certificates and other information (in the forms attached hereto as Exhibit A-1, for use in connection with the transfer of the Senior Notes in certificated form, or Exhibit A-2, for use in connection with the transfer of beneficial interests in one certificate in global form to another certificate in global form or to a Senior Note in certificated form, or otherwise) 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. Transfers of beneficial interests between a QIB Global Certificate and a Regulation S Global Certificate, and other transfers relating to interests in the Senior Notes in global form, shall be reflected by endorsements of the Trustee, as custodian for the Depository, on the schedule attached to such certificate. 17. (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. 4, have been complied with. IN WITNESS WHEREOF, I have executed this Officer's Certificate this 14th day of May, 2003. /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer EXHIBIT A [depository legend for Senior Notes in global form] Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [non-registration legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT "), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR "(AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR ") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER HEREOF OR ONE OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER IS ATTACHED TO THIS SECURITY) AND, IF REQUESTED BY THE ISSUER, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER HEREOF TO THE EFFECT THAT THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, PROVIDED THAT THE FOREGOING AGREEMENT OF THE HOLDER IS SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THE PROPERTY OF THE HOLDER OR ANY INVESTOR ACCOUNTS FOR WHICH THE HOLDER IS ACTING SHALL AT ALL TIMES BE AND REMAIN WITHIN ITS OR THEIR CONTROL; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IF THE PROPOSED TRANSFER IS BEING MADE OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER HEREOF MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). No. R- CUSIP No.__________ [FORM OF FACE OF SENIOR NOTE] ENTERGY CORPORATION 6.58% SENIOR NOTES DUE MAY 15, 2010 Entergy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to or registered assigns, the principal sum [of _____________________ Dollars] [listed on Schedule I hereto] on May 15, 2010, and to pay interest on said principal sum semi-annually on May 15 and November 15 of each year commencing November 15, 2003 (each an Interest Payment Date) at the rate of 6.58% 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 6.58% per annum. Interest on the Securities of this series will accrue from, and include, May 14, 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 15th calendar 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, interest on this Security (other than at Maturity) 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 so long as any Securities of this series are registered in the name of The Depository Trust Company or a nominee thereof (or any successor), all payments of principal, premium, if any, and interest in respect of the Securities of this series in global form will be made in immediately available funds. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Any capitalized term which is used herein and not otherwise defined shall have the meaning ascribed to such term in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. ENTERGY CORPORATION By:________________________________ [FORM OF CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By:________________________________ Authorized Signatory [FORM OF REVERSE OF SENIOR NOTE] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of December 1, 2002 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer's Certificate filed with the Trustee on May 14, 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 delivered. The Securities of this series will be redeemable at the option of the Company prior to the Stated Maturity (each a "Redemption Date"), in whole or in part, at any time. The Company will give notice of its intent to redeem such Securities of this series at least 30 days prior to the Redemption Date. If the Company redeems all or any part of the Securities of this series, it will pay a Redemption Price (the "Redemption Price") equal to the greater of (1) 100% of the principal amount of the Securities of this series being redeemed, or (2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed (excluding the portion of any such interest accrued to the Redemption Date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.50%, plus, in each case, accrued and unpaid interest on the Securities of this series being redeemed to the Redemption Date. "Adjusted Treasury Rate" means, with respect to any Redemption Date: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Securities of this series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. "Reference Treasury Dealer" means (1) Morgan Stanley & Co. Incorporated and its successors; provided, however, that if such firm 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 at the time notice of redemption is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Redemption Date and such notice shall be of no effect unless such moneys are received. Upon payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer's Certificate described above. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the Securities Act and that the Securities of this series may not be offered or sold except as permitted in the non- registration legend on the face of this Security. This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor statute), except to the extent that the law of any other jurisdiction shall be mandatorily applicable. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding to waive compliance by the Company with certain provisions of the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and in integral multiples 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. SCHEDULE I [QIB][REGULATION S] GLOBAL CERTIFICATE The initial principal amount of Securities evidenced by this global certificate is $__________. CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY GLOBALCERTIFICATE Date Principal Remaining Notation Made Amount of Principal by Securities by Amount of which this Securities Global Represented by Certificate is this Global to be Reduced Certificate or Increased, and Reason for Reduction or Increase EXHIBIT A-1 (FOR DEFINITIVE NOTES) [CERTIFICATE OF TRANSFER] Entergy Corporation 6.58% Senior Notes due May 15, 2010 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Name and address of assignee must be printed or typewritten. the within Security of the Company and does hereby irrevocably constitute and appoint to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises. The undersigned certifies that said Security is being resold, pledged or otherwise transferred as follows: (check one) to the Company or one of its subsidiaries; to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act in a minimum principal amount of $250,000 for its own account or in a minimum principal amount of $250,000 for the account of another such "accredited investor" (attach a copy of an Accredited Investor Certificate in the form annexed signed by an authorized officer of the transferee); as otherwise permitted by the non-registration legend appearing on this Security; or as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] Dated: ______________ [FORM OF ACCREDITED INVESTOR CERTIFICATE] [Transferor Name and Address] Ladies and Gentlemen: In connection with our proposed purchase of 6.58% Senior Notes due May 15, 2010 (the "Senior Notes") issued by Entergy Corporation (the "Issuer") we confirm that: 1. We understand that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture relating to the Senior Notes, including the officer's certificate establishing the terms of the Senior Notes (the "Indenture"), and that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture and the Senior Notes and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Senior Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended ("Securities Act"). 2. We understand that the offer and sale of the Senior Notes have not been registered under the Securities Act, and that the Senior Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we sell any Senior Notes, we will do so only (A) to the Company or one of its subsidiaries, (B) to a person whom we reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Senior Notes (substantially in the form of this letter), (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or pursuant to another available exemption under the Securities Act, (E) pursuant to an effective registration statement under the Securities Act, or (F) outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and we further agree to provide to any person purchasing any of the Senior Notes from us a notice advising such purchaser that resales of the Senior Notes are restricted as stated herein. 3. We understand that, in connection with certain proposed resales of any Senior Note, we will be required to furnish to the Trustee and Company such certifications, legal opinions and other information as the Trustee and Company may reasonably require to confirm that the proposed resale complies with the foregoing restrictions. We further understand that the Senior Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Senior Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Senior Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion in a minimum principal amount of $250,000 for our own account or in a minimum principal amount of $250,000 for such other accounts. You, the Issuer and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, By: ___________________________ Name: Title: EXHIBIT A-2 (FOR GLOBAL NOTES) [CERTIFICATE OF TRANSFER] ENTERGY CORPORATION 6.58% Senior Notes due May 15, 2010 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Name and address of assignee must be printed or typewritten. $__________________________________________________ principal amount of beneficial interest in the referenced Security of the Company and does hereby irrevocably constitute and appoint to transfer the said beneficial interest in such Security, with full power of substitution in the premises. The undersigned certifies that said beneficial interest in said Security is being resold, pledged or otherwise transferred as follows: (check one) to the Company or one of its subsidiaries; to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities in a minimum principal amount of $250,000 for its own account or in a minimum principal amount of $250,000 for the account of another such "accredited investor" (attach a copy of an Accredited Investor Certificate in the form annexed signed by an authorized officer of the transferee); as otherwise permitted by the non-registration legend appearing on this Security; or as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] Dated:____________________________ All terms used in this certificate which are defined in the Indenture pursuant to which said Security was issued shall have the meanings assigned to them in the Indenture. [FORM OF ACCREDITED INVESTOR CERTIFICATE] [Transferor Name and Address] Ladies and Gentlemen: In connection with our proposed purchase of 6.58% Senior Notes due May 15, 2010 (the "Senior Notes") issued by Entergy Corporation (the "Issuer"), we confirm that: 1. We understand that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture relating to the Senior Notes (the "Indenture"), and that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture and the Senior Notes and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Senior Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended ("Securities Act"). 2. We understand that the offer and sale of the Senior Notes have not been registered under the Securities Act, and that the Senior Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we sell any Senior Notes, we will do so only (A) to the Company or one of its subsidiaries, (B) to a person whom we reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Senior Notes (substantially in the form of this letter), (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or pursuant to another available exemption under the Securities Act, (E) pursuant to an effective registration statement under the Securities Act, or (F) outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and we further agree to provide to any person purchasing any of the Senior Notes from us a notice advising such purchaser that resales of the Senior Notes are restricted as stated herein. 3. We understand that, in connection with any proposed resales of any Senior Notes, we will be required to furnish to the Trustee and Company such certifications, legal opinions and other information as the Trustee and Company may reasonably require to confirm that the proposed resale complies with the foregoing restrictions. We further understand that the Senior Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Senior Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Senior Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion in a minimum principal amount of $250,000 for our own account or in a minimum principal amount of $250,000 for such other accounts. You, the Issuer and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, By: ___________________________ Name: Title: EX-4 6 a4f.htm

Exhibit 4(f)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTIETH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5.90% Series due June 1, 2033 (Sixty-seventh Series)

__________________________

Dated as of June 1, 2003

SIXTIETH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005

(hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indentu re (hereinafter called the "Sixtieth Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture ;	July 1, 1947
Second Supplemental Indenture ; &# 9;	August 1, 1948
Third Supplemental Indenture ;	October 1, 1949
Fourth Supplemental Indenture ; &# 9;	June 1, 1950
Fifth Supplemental Indenture ;	October 1, 1951
Sixth Supplemental Indenture ;	September 1, 1952
Seventh Supplemental Indenture &# 9; & #9;	June 1, 1953
Eighth Supplemental Indenture ; &# 9;	August 1, 1954
Ninth Supplemental Indenture ;	April 1, 1955
Tenth Supplemental Indenture ;	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9; & #9;	February 1, 1963
Thirteenth Supplemental Indenture ; &# 9;	April 1, 1965
Fourteenth Supplemental Indenture ; &# 9;	March 1, 1966
Fifteenth Supplemental Indenture ;	March 1, 1967
Sixteenth Supplemental Indenture ;	April 1, 1968
Seventeenth Supplemental Indenture &# 9; & #9;	June 1, 1968
Eighteenth Supplemental Indenture ; &# 9;	December 1, 1969
Nineteenth Supplemental Indenture ; &# 9;	August 1, 1970
Twentieth Supplemental Indenture ;	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture ;	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture ;	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ; &# 9;	November 1, 1974
Twenty-eighth Supplemental Indenture ;	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture ;	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture ;	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture ;	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ; &# 9;	February 1, 1983
Thirty-eighth Supplemental Indenture ;	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9; & #9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9; & #9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9; & #9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9; & #9;	August 1, 1992
Forty-seventh Supplemental Indenture ;	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9; & #9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9; & #9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9; & #9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9; & #9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9; & #9;	July 1, 2001
Fifty-seventh Supplemental Indenture ;	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9; & #9;	May 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9; & #9;	$30,000,000	None
2 7/8% Series due 1977 &# 9; & #9;	11,000,000	None
3 1/8% Series due 1978 &# 9; & #9;	7,500,000	None
2 7/8% Series due 1979 &# 9; & #9;	8,700,000	None
2 7/8% Series due 1980 &# 9; & #9;	6,000,000	None
3 5/8% Series due 1981 &# 9; & #9;	8,000,000	None
3 1/2% Series due 1982 &# 9; & #9;	15,000,000	None
4 1/4% Series due 1983 &# 9; & #9;	18,000,000	None
3 1/4% Series due 1984 &# 9; & #9;	7,500,000	None
3 3/8% Series due 1985 &# 9; & #9;	18,000,000	None
5 5/8% Series due 1989 &# 9; & #9;	15,000,000	None
4 7/8% Series due 1991 &# 9; & #9;	12,000,000	None
4 3/8% Series due 1993 &# 9; & #9;	15,000,000	None
4 5/8% Series due 1995 &# 9; & #9;	25,000,000	None
5 3/4% Series due 1996 &# 9; & #9;	25,000,000	None
5 7/8% Series due 1997 &# 9; & #9;	30,000,000	None
7 3/8% Series due 1998 &# 9; & #9;	15,000,000	None
9 1/4% Series due 1999 &# 9; & #9;	25,000,000	None
9 5/8% Series due 2000 &# 9; & #9;	25,000,000	None
7 5/8% Series due 2001 &# 9; & #9;	30,000,000	None
8 % Series due August 1, 2001 ; &# 9;	30,000,000	None
7 3/4% Series due 2002 &# 9; & #9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9; & #9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9; & #9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9; & #9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9; & #9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9; & #9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ; &# 9;	598,310	None
5 5/8% Series due May 1, 1990 ; &# 9;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9; & #9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ; &# 9;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9; & #9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9; & #9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9; & #9;	175,000,000	None
Solid Waste Disposal Series A ; &# 9;	21,066,667	None
Solid Waste Disposal Series B ; &# 9;	28,440,000	None
7 1/2% Series due August 1, 2007 ;	100,000,000	100,000,000
7.90% Series due November 1, 2002 ; &# 9;	25,000,000	None
8.70% Series due November 1, 2022 ; &# 9;	25,000,000	None
Pollution Control Series B &# 9; & #9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9; & #9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9; & #9;	175,000,000	175,000,000
Pollution Control Series C &# 9; & #9;	20,319,000	20,319,000
Pollution Control Series D &# 9; & #9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9; & #9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ; &# 9;	100,000,000	100,000,000
5.40% Series due May 1, 2018 ;	150,000,000	150,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-sixth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-seventh Series, which term shall include the Private Bonds of the Sixty-seventh Series and the Exchange Bonds of the Sixty-seventh Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixtieth Supplemental Indenture, and the terms of the bonds of the Sixty-seventh Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixtieth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or re frigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplem ented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixtieth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Comp any; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixtieth Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon a nd take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixtieth Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE I

SIXTY-SEVENTH SERIES OF BONDS

    SECTION 1.  There shall be a series of bonds designated "5.90% Series due June 1, 2033" (herein sometimes called the "Sixty-seventh Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-seventh Series (which shall be initially issued in the aggregate principal amount of $100,000,000) shall mature on June 1, 2033, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.90% per annum, the first interest payment to be made on December 1, 2003, for the period from June 11, 2003 to December 1, 2003 with subsequent interest payments payable semi-annually on June 1 and December 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-seventh Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-seventh Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remai n closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-seventh Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-seventh Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-seventh Series shall be paid to the Person in whose name such bonds of the Sixty-seventh Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 11, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-seventh Series pursuant to which the Bonds of the Sixty-seventh Series that are issued and sold without registration (the "Private Bonds of the Sixty-seventh Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-seventh Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-seventh Series (the "Exchange Bonds of the Sixty-seventh Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-seventh Series. The Private Bonds of the Sixty-seventh Series will be offered and sold by the Company in reliance on an exemption from regis tration under the Securities Act, and Private Bonds of the Sixty-seventh Series will be exchanged for Exchange Bonds of the Sixty-seventh Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-seventh Series and the Exchange Bonds of the Sixty-seventh Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-seventh Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-seventh Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-seventh Series.The Bonds of the Sixty-seventh Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-seventh Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-SEVENTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-seventh Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-seventh Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 11, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$100,000,000                                                                                                                             CUSIP 29364DAF7

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5.90% SERIES
DUE JUNE 1, 2033

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on June 1, 2033 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 11, 2003, if the date of this bond is prior to December 1, 2003, or if the date of this bond is on or after December 1, 2003, from the June 1 or December 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.90% per annum in like coin or currency at said office or agency on June 1 and December 1 of each year, commencing December 1, 2003, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with c ertain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixtieth Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day th at is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a Private Bond of the Sixty-seventh Series

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.90% Series due June 1, 2033, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixtieth Supplemental Indenture dated as of June 1, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the M ortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixtieth Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 11, 2003.

                                                                                            ENTERGY ARKANSAS, INC.

                                                                                            By_____________________________
                                                                                                Steven C. McNeal
                                                                                                Vice President and Treasurer
 

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                                as Corporate Trustee

                                                                                                By _____________________________
                                                                                                                Authorized Officer

(III) The bonds of the Sixty-seventh Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to June 1, 2013, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-seventh Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on June 1, 2013 of the principal amount of such bonds of the Sixty-seventh Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-seventh Series to be redeemed to June 1, 2013 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Trea sury Rate plus 0.25%, and (b) at any time on or after June 1, 2013, prior to maturity of the bonds of the Sixty-seventh Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-seventh Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 June 1, 2013, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to June 1, 2013 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 June 1, 2013.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) BNY Capital Markets, Inc., J.P. Morgan Securities Inc. and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-seventh Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-seventh Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-seventh Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixtieth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-seventh Series for the aggregate principal amount of $100,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-seventh Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company o n or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-seventh Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-seventh Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

    SECTION 4.  Subject to the amendments provided for in this Sixtieth Supplemental Indenture, the terms defined in the Mortgage and the First through Fifty-ninth Supplemental Indentures shall, for all purposes of this Sixtieth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Fifty-ninth Supplemental Indentures.

    SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Fifty-ninth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixtieth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixtieth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixtieth Supplemental Indentur e.

    SECTION 6.  Whenever in this Sixtieth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixtieth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     

SECTION 7.  Nothing in this Sixtieth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixtieth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixtieth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     

SECTION 8.  This Sixtieth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

    SECTION 9.  This Sixtieth Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
       Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                        STANLEY BURG,
                                                                                                                        As Co-Trustee

                                                                                                                        /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:


/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Vice President

Attest:

/s/ Cheryl A. Rain
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Jeff Schroeder
Jeff Schroeder

/s/ Robert D. Hertzenberg
Robert D. Hertzenberg

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 6th day of June, 2003, before me, Lloyd L. Drury, III, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Christopher T. Screen, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of June, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 6th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK      )
                                              ) SS.:
COUNTY OF NEW YORK )

On this 11th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Susan Johnson and Rodney Gaughan, to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 11^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10591; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 11^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK      )
                                              ) SS.:
COUNTY OF NEW YORK )

On this 11th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 11th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI   )
                                         ) SS.:
CITY OF ST. LOUIS       )

On this 3^rd day of June, 2003, before me, Joy Marie Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Cheryl Rain, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 3^rd day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided at St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 3^rd day of June, 2003, before me appeared Cheryl Rain, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006

EX-4 7 a4h.htm

Exhibit 4(h)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTY-FIRST SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5% Series due July 1, 2018 (Sixty-eighth Series)

__________________________

Dated as of June 15, 2003

SIXTY-FIRST SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 15, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005  (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Tr ustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Sixty-first Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture ;	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture ;	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture &# 9;	June 1, 1953
Eighth Supplemental Indenture ;	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9;	February 1, 1963
Thirteenth Supplemental Indenture ;	April 1, 1965
Fourteenth Supplemental Indenture ;	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture &# 9;	June 1, 1968
Eighteenth Supplemental Indenture ;	December 1, 1969
Nineteenth Supplemental Indenture ;	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ;	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ;	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9;	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9;	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9;	May 1, 2003
Sixtieth Supplemental Indenture & #9;	June 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9;	$30,000,000	None
2 7/8% Series due 1977 &# 9;	11,000,000	None
3 1/8% Series due 1978 &# 9;	7,500,000	None
2 7/8% Series due 1979 &# 9;	8,700,000	None
2 7/8% Series due 1980 &# 9;	6,000,000	None
3 5/8% Series due 1981 &# 9;	8,000,000	None
3 1/2% Series due 1982 &# 9;	15,000,000	None
4 1/4% Series due 1983 &# 9;	18,000,000	None
3 1/4% Series due 1984 &# 9;	7,500,000	None
3 3/8% Series due 1985 &# 9;	18,000,000	None
5 5/8% Series due 1989 &# 9;	15,000,000	None
4 7/8% Series due 1991 &# 9;	12,000,000	None
4 3/8% Series due 1993 &# 9;	15,000,000	None
4 5/8% Series due 1995 &# 9;	25,000,000	None
5 3/4% Series due 1996 &# 9;	25,000,000	None
5 7/8% Series due 1997 &# 9;	30,000,000	None
7 3/8% Series due 1998 &# 9;	15,000,000	None
9 1/4% Series due 1999 &# 9;	25,000,000	None
9 5/8% Series due 2000 &# 9;	25,000,000	None
7 5/8% Series due 2001 &# 9;	30,000,000	None
8 % Series due August 1, 2001 ;	30,000,000	None
7 3/4% Series due 2002 &# 9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ;	598,310	None
5 5/8% Series due May 1, 1990 ;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9;	175,000,000	None
Solid Waste Disposal Series A ;	21,066,667	None
Solid Waste Disposal Series B ;	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	100,000,000
7.90% Series due November 1, 2002 ;	25,000,000	None
8.70% Series due November 1, 2022 ;	25,000,000	None
Pollution Control Series B &# 9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9;	175,000,000	175,000,000
Pollution Control Series C &# 9;	20,319,000	20,319,000
Pollution Control Series D &# 9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ;	100,000,000	100,000,000
5.40% Series due May 1, 2018	150,000,000	150,000,000
5.90% Series due June 1, 2033 ;	100,000,000	100,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-seventh Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-eighth Series, which term shall include the Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixty-first Supplemental Indenture, and the terms of the bonds of the Sixty-eighth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixty-first Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supp lemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixty-first Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the C ompany; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixty-first Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixty-first Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE 1

SIXTY-EIGHTH SERIES OF BONDS

    SECTIION 1.  There shall be a series of bonds designated "5% Series due July 1, 2018" (herein sometimes called the "Sixty-eighth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-eighth Series (which shall be initially issued in the aggregate principal amount of $115,000,000) shall mature on July 1, 2018, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5% per annum, the first interest payment to be made on January 1, 2004, for the period from June 25, 2003 t o January 1, 2004 with subsequent interest payments payable semi-annually on January 1 and July 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-eighth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-eighth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-eighth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-eighth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-eighth Series shall be paid to the Person in whose name such bonds of the Sixty-eighth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 25, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-eighth Series pursuant to which the Bonds of the Sixty-eighth Series that are issued and sold without registration (the "Private Bonds of the Sixty-eighth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-eighth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-eighth Series (the "Exchange Bonds of the Sixty-eighth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-eighth Series. The Private Bonds of the Sixty-eighth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Sixty-eighth Series will be exchanged for Exchange Bonds of the Sixty-eighth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-eighth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-eighth Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-eighth Series.The Bonds of the Sixty-eighth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-eighth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-EIGHTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-eighth Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-eighth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 25, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$115,000,000                                                                                                                                 CUSIP 29364DAG5

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5% SERIES
DUE JULY 1, 2018

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on July 1, 2018 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED FIFTEEN MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 25, 2003, if the date of this bond is prior to January 1, 2004, or if the date of this bond is on or after January 1, 2004, from the January 1 or July 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5% per annum in like coin or currency at said office or agency on January 1 and July 1 of each year, commencing January 1, 2004, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with certain o f its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixty-first Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a rivate Bond of the Sixty-eighth Series.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5% Series due July 1, 2018, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixty-first Supplemental Indenture dated as of June 15, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixty-first Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 25, 2003.

                                                                                                                ENTERGY ARKANSAS, INC.

                                                                                                                By_____________________________
                                                                                                                    Nathan E. Langston
                                                                                                                    Senior Vice President and
                                                                                                                    Chief Accounting Officer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                        as Corporate Trustee

                                                                                        By _____________________________
                                                                                                    Authorized Officer

(III) The bonds of the Sixty-eighth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to July 1, 2008, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on July 1, 2008 of the principal amount of such bonds of the Sixty-eighth Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-eighth Series to be redeemed to July 1, 2008 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (b) at any time on or after July 1, 2008, prior to maturity of the bonds of the Sixty-eighth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 July 1, 2018, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to July 1, 2008 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 July 1, 2008.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Wachovia Securities, LLC and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-eighth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-eighth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-eighth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixty-first Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-eighth Series for the aggregate principal amount of $115,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-eighth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company on or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-eighth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-eighth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.     SECTION 4.  Subject to the amendments provided for in this Sixty-first Supplemental Indenture, the terms defined in the Mortgage and the First through Sixtieth Supplemental Indentures shall, for all purposes of this Sixty-first Supplemental Indenture, have the meanings specified in the Mortgage and the First through Sixtieth Supplemental Indentures.     SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Sixtieth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-first Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-first Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-first Supplemental Indenture.

    SECTION 6.  Whenever in this Sixty-first Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     SECTION 7.  Nothing in this Sixty-first Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     SECTION 8.  This Sixty-first Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.     SECTION 9.  This Sixty-first Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

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

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
     Wanda Camacho
      Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                            STANLEY BURG,
                                                                                                                            As Co-Trustee

                                                                                                                            /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:


/s/ Jennifer Davis


/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Belinda Brown
Vice President

Attest:

/s/ Rebekah Foltz
Rebekah Foltz
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Daniel G. Dwyer
Daniel G. Dwyer

/s/ L. Stabley
L. Stabley

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 20th day of June, 2003, before me, Mark Grafton Otts, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Nathan E. Langston and Christopher T. Screen, to me personally well known, who stated that they were the Senior Vice President and Chief Accounting Officer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 20th day of June, 2003, before me personally came Nathan E. Langston, to me known, who, being by me duly sworn, did depose and say that he resides at 125 Ayshire Court, Slidell, Louisiana 70461; that he is the Senior Vice President and Chief Accounting Officer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 20th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Mark Grafton Otts
Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK     )
                                             ) SS.:
COUNTY OF NEW YORK)

On this 25^th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Wanda Camacho and Yana Kalachikova to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 25^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10561; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 25^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK        )
                                                ) SS.:
COUNTY OF NEW YORK   )

On this 25th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 25th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI    )
                                         ) SS.:
CITY OF ST. LOUIS      )

On this 24th day of June, 2003, before me, Joy Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Rebekah Foltz, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 24th day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided in St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 24th day of June, 2003, before me appeared Rebekah Foltz, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006
 

EX-4 8 a4k.htm

Exhibit 4(k)

ENTERGY NEW ORLEANS, INC.

To

THE BANK OF NEW YORK

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

And

STEPHEN J. GIURLANDO

(successor to Mark F. McLaughlin and Z. George Klodnicki)

As Trustees under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

ELEVENTH SUPPLEMENTAL INDENTURE

Providing among other things for

First Mortgage Bonds,

3.875% Series due August 1, 2008

(Fourteenth Series)

and

First Mortgage Bonds,

5.25% Series due August 1, 2013

(Fifteenth Series)

Dated as of July 1, 2003

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2003, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture");

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998, its Eighth Supplemental Indenture, dated as of July 1, 2000 (the "Eight Supplemental Indenture"), its Ninth Supplemental Indenture, dated as of February 1, 2001 (the "Ninth Supplemental Indenture"), and its Tenth Supplemental Indenture, dated as of October 1, 2002 (the "Tenth Supplemental Indenture"), each as a supplement to the Original Indenture, which Supplemental Indentures hav e been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eleventh Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	45,000,000
7.55% Series due September 1, 2023	30,000,000	30,000,000
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	40,000,000
7% Series due July 15, 2008	30,000,000	30,000,000
8.125% Series due July 15, 2005	30,000,000	30,000,000
6.65% Series due March 1, 2004	30,000,000	30,000,000
6.75% Series due October 15, 2017	25,000,000	25,000,000

; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, the Company desires to create two new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and

WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid, binding and legal instrument have been performed, and the issuances of said two series of bonds, subject to the terms of the Indenture, have been in all respects duly authorized;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encu mbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other gover nmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kin d or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VII hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all mac hinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all t he rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Eleventh Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) a ny natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Eleventh Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1. Terms From the Original Indenture and First through Tenth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Eleventh Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Tenth Supplemental Indentures, as the case may be.
2. Certain Defined Terms. As used in this Eleventh Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Bonds of the Fifteenth Series" shall have the meaning specified in Section 3.01.

The term "Bonds of the Fourteenth Series" shall have the meaning specified in Section 2.01.

The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, 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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) ABN AMRO Incorporated, Morgan Stanley & Co. Incorporated and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

3. References are to Eleventh Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Eleventh Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Eleventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.
4. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

THE FOURteenth SERIES

1. Bonds of the Fourteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 3.875% Series due August 1, 2008, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fourteenth Series," which term shall include the Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fourteenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Fourteenth Series shall mature on August 1, 2008 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fourteenth Series shall bear interest at the rate of three and eight hundred seventy-five one thousandths percent (3.875%) per annum (except as hereinaf ter provided), payable semi-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fourteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fourteenth Series shall bear interest (before and after judgment) at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fourteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fourteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bonds of the Fourteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fourteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fourteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fourteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fourteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or the maturity of any Bond of the Fourteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fourteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into a Registration Rights Agreement dated as of July 31, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Fourteenth Series pursuant to which the Bonds of the Fourteenth Series that are issued and sold without registration (the "Private Bonds of the Fourteenth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Fourteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fourteenth Series (the "Exchange Bonds of the Fourteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fourteenth Series. The Private Bonds of the Fourteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Ac t, and Private Bonds of the Fourteenth Series will be exchanged for Exchange Bonds of the Fourteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fourteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fourteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fourteenth Series. (a) The Bonds of the Fourteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fourteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fourteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest there on to such redemption date.

(b) Bonds of the Fourteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fourteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fourteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fourteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fourteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fourteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fourteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fourteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fourteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fourteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fourteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fourteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fourteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fourteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fourteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fourteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fourteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fourteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if n o interest shall have been paid on the Bonds of the Fourteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fourteenth Series shall be dated so that the person in whose name any Bond of the Fourteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fourteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fourteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such i nterest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fourteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE III

THE Fifteenth SERIES

1. Bonds of the Fifteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 5.25% Series due August 1, 2013, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fifteenth Series," which term shall include the Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fifteenth Series shall be substantially in the form of Exhibit B hereto. Bonds of the Fifteenth Series shall mature on August 1, 2013 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fifteenth Series shall bear interest at the rate of five and twenty-five one hundredths percent (5.25%) per annum (except as hereinafter provided), payable sem i-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fifteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fifteenth Series shall bear interest (before and after judgment) at the rate of six and twenty-five one hundredths percent (6.25%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fifteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear Additional Interest in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fifteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bond s of the Fifteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fifteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fifteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fifteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fifteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or maturity date of any Bond of the Fifteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fifteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into the Registration Rights Agreement pursuant to which the Bonds of the Fifteenth Series that are issued and sold without registration (the "Private Bonds of the Fifteenth Series") under the Securities Act may be exchanged for Bonds of the Fifteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fifteenth Series (the "Exchange Bonds of the Fifteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fifteenth Series. The Private Bonds of the Fifteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Fifteenth Series will be exchanged for Exchange Bonds of the Fifteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise i n accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fifteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fifteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fifteenth Series. (a) The Bonds of the Fifteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fifteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fifteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to such redemption date.

(b) Bonds of the Fifteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fifteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fifteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 3.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 3.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fifteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fifteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 3.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fifteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fifteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fifteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fifteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fifteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fifteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fifteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fifteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fifteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fifteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fifteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fifteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fifteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if no in terest shall have been paid on the Bonds of the Fifteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fifteenth Series shall be dated so that the person in whose name any Bond of the Fifteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fifteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fifteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such inter est payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fifteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE IV

OTHER PROVISIONS FOR RETIREMENT OF BONDS

1. Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Tenth Supplemental Indenture":

", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fourteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fourteenth Series, shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fifteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fifteenth Series,"

Section 4.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Fourteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fourteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fourteenth Series. The redemption price for any Bonds of the Fifteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fifteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fifteenth Series.

ARTICLE V

COVENANTS

1. Maintenance of Paying Agency. So long as any Bonds of the Fourteenth Series or the Fifteenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any Bonds of the Fourteenth Series or the Fifteenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made.
2. Further Assurances. From time to time whenever reasonably requested by the Trustee, the holders of a majority in principal amount of Bonds of the Fourteenth Series then Outstanding, or the holders of a majority in principal amount of Bonds of the Fifteenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of the Bonds of the Fourteenth Series or the rights and remedies of the holders of the Bonds of the Fifteenth Series.
3. Limitation on Restricted Payments. (a) So long as any Bonds of the Fourteenth Series or any Bonds of the Fifteenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to J une 30, 2003 (other than any dividend declared by the Company on or before June 30, 2003) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to June 30, 2003, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act.

For the purpose of this Section 5.03, the aggregate amount credited subsequent to June 30, 2003, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to June 30, 2003.

ARTICLE VI

MISCELLANEOUS PROVISIONS

1. Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Eleventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eleventh Supplemental Indenture.

2. Effect of Eleventh Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Eleventh Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Eleventh Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.
3. Record Date. (a) The holders of the Bonds of the Fourteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fourteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fourteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fourteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

(b) The holders of the Bonds of the Fifteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fifteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fifteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fifteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

4. Titles. The titles of the several Articles and Sections of this Eleventh Supplemental Indenture shall not be deemed to be any part hereof.
5. Counterparts. This Eleventh Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
6. Governing Law. The laws of the State of New York shall govern this Eleventh Supplemental Indenture, the Bonds of the Fourteenth Series, and the Bonds of the Fifteenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

ARTICLE VII

SPECIFIC DESCRIPTION OF PROPERTY

PARAGRAPH ONE

The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

PARAGRAPH TWO

The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

PARAGRAPH THREE

All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

PARAGRAPH FOUR

The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

PARAGRAPH FIVE

The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

PARAGRAPH SIX

The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereo f, in, on, through, across or under any public streets or highways or other lands or property, public or private.

PARAGRAPH SEVEN

All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written.

ENTERGY NEW ORLEANS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

THE BANK OF NEW YORK
As Trustee

By: /s/ Robert A. Massimillo
Robert A. Massimillo
Vice President

Attest:

/s/ Cynthia Chaney
Cynthia Chaney
Vice President

/s/ Stephen J. Giurlando
STEPHEN J. GIURLANDO,
As Co-Trustee

Executed, sealed and delivered by
THE BANK OF NEW YORK and

STEPHEN J. GIURLANDO
in the presence of:

/s/ Ada Li
Ada Li

/s/ Regina F. Johnson
Regina F. Johnson

STATE OF LOUISIANA )

                                         ) SS.:

PARISH OF ORLEANS )

On this 29th day of July, 2003, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., that the seal affixed to said instrument is the corporate seal of said corporation, that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ Lloyd L. Drury, III
Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life

STATE OF NEW YORK
                                                        } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared Robert A. Massimillo, to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, that the seal affixed to the above instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert A. Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Robert A. Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, New York 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the 29th day of July, 2003, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

EXHIBIT A

[FORM OF BOND OF THE Fourteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FOURTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fourteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

3.875% Series due August 1, 2008

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2008, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of three and eight hundred seventy-five one tho usandths percent (3.875%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. ]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 3.875% Series due August 1, 2008 (herein called bonds of the Fourteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under whic h additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fourteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EXHIBIT B

[FORM OF BOND OF THE Fifteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FIFTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fifteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

5.25% Series due August 1, 2013

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2013, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of five and twenty-five one hundredths percent (5.25%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of six and twenty-five one hundredths percent (6.25%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 5.25% Series due August 1, 2013 (herein called bonds of the Fifteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fifteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as is provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EX-10 9 a10a.htm

Exhibit 10(a)

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank and Funding Bank,

AND THE PARTICIPATING BANKS
NAMED HEREIN

DATED AS OF

MARCH 3, 2003

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of March 3, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time parties to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Bankers Trust Company and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claiborne County , Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, The Bank of Tokyo-Mitsubishi, Ltd., as funding bank (the "Existing Funding Bank"), Union Bank of California, N.A., as documentation agent, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as administrating bank, and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit");

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Administrating Bank, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to a scertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Cash Collateral Security Agreement" means the Cash Collateral Security Agreement, dated as of March 3, 2003, by the Company in favor of the Administrating Bank (for its benefit and the benefit of the Banks), substantially in the form of Exhibit G, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

"Closing Date" means March 3, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral" has the meaning set forth in the Cash Collateral Security Agreement.

"Company" has the meaning set forth in the preamble hereto.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2001; and (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2002.

"Dollars" or "$" means lawful money of the United States of America.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 165-LCS-351108, in the stated amount of $36,061,469.99, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 165-LCS-351107, in the stated amount of $156,885,463.65, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on December 20, 1999.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"Person" means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Stated Expiration Date" means March 3, 2006.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit and the Cash Collateral Security Agreement.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Unit 1" has the meaning specified in the preamble hereto.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement. (a) Reimbursement by Company. The Company hereby agrees to pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the fifth Business Day following the Business Day on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, (i) a sum equal to such amount so paid by the Funding Bank plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Funding Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Application of Payments. Any payment made by the Company pursuant to subsection (a) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) above, there shall be amounts due from the Company pursuant to subsection (a) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) above with respect to all such Letters of Credit.

(c) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(d) Evidence of Indebtedness. Each Bank shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit and the amounts of principal and interest payable and paid from time to time to such Bank hereunder.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to 0.125% per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Drawing Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each April 15, July 15, October 15 and January 15 (commencing April 15, 2003), and on such Termination Date; and (b) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the letter agreement, dated the date hereof, between the Administrating Bank and the Company. Upon receipt from the Company of fees payable in accordance with the provisions of clause (a) above, the Administrating Bank agrees to promptly pay to the account of each Participating Bank the fees paid to it for the account of such Participating Bank pursuant to such clause (a).

SECTION 4. Change in Circumstances. (a) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Letters of Credit or any drawing thereunder (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (b).

(c) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(d) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a) and (b) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(e) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(f) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(d) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(g) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(d) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents, and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further, that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sente nce, interest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimbur se the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases, (ii) any Reimbursement Default or Prepayment Event hereunder, (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder, (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents, (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (vi) the existence of any cl aim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Cr edit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or wilful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Company (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Bank acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the other Transact ion Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect. Without l imiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including, without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or wilful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Letters of Credit. N othing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(c), 5(a) and 5(c) hereof and the fees payable under Section 3 hereof shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c) and (d) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xiv) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date except as described in the last paragraph of this subsection (b), in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, as New York counsel to the Company, substantially in the form of Exhibit C hereto;

(ii) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit D hereto;

(iii) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E hereto;

(iv) an opinion of Hughes Hubbard & Reed LLP, special counsel for the Funding Bank, substantially in the form of Exhibit F hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which the Company is a party, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents or any of the Financing Documents to which the Company is a party;

(vii) a certificate as to the good standing of the Company, as of a recent date, from (A) the Secretary of State of the State of Arkansas and (B) the Secretary of State of the State of Mississippi;

(viii) (i) a certificate of the Secretary or Assistant Secretary of the Company certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above, (B) that (x) attached thereto is a true and complete copy of the articles of incorporation, including all amendments thereto, of the Company and (y) that such articles of incorporation have not been amended since the date of the last amendment thereto, and (C) as to the incumbency and specimen signature of each officer executing this Agreement, the Cash Collateral Security Agreement or any other document or certificate delivered in connection herewith on behalf of the Company; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.

(ix) the Cash Collateral Security Agreement, duly executed by the Company;

(x) a copy of each Disclosure Document;

(xi) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xii) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xiii) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xiv) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

The parties hereto acknowledge that (1) the resolutions of the Board of Directors of the Company described in clause (v) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes and the Facility Leases and (2) all approvals, consents and other documents described in clause (vi) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes, the Facility Leases and the Financing Documents were previously delivered in 1988 to the banks party to the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein, and that such documents will not be required to be redelivered in connection with this Agreement.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof and in Section 8 of the Cash Collateral Security Agreement are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank); and

(iv) all Fees required to be paid pursuant to Section 3 on the Closing Date shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable.

The parties hereto acknowledge that the Participation Agreements, the Indentures, the Notes and the Facility Leases described in clause (ii) of this subsection (d) were previously delivered to the Administrating Bank and that such documents will not be required to be redelivered to the Administrating Bank in connection with this Agreement.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule 11 thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and the Cash Collateral Security Agreement have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or the Cash Collateral Security Agreement, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect, its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(d) Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Company of, or the consummation by it of the transactions contemplated by, this Agreement or the Cash Collateral Security Agreement, except such Governmental Actions (i) as have been, or on or before the Closing Date will have been, duly obtained, given or accomplished and (ii) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf , is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement or the Cash Collateral Security Agreement, or (b) to be obtained by the Administrating Bank or any Bank during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof will have been, duly obtained, given or accomplished and (2) as may be required by Applicable Law not now in effect. None of the Governmental Actions referred to in clause (i) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the Cash Collateral Security Agreement have been duly executed and delivered by it, and each of this Agreement and the Cash Collateral Security Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement or the Cash Collateral Security Agreement, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the ability of the Company to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(g) Material Adverse Change. The consolidated balance sheet of the Company as at December 31, 2001, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheet of the Company and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no material adverse change in the consolidated financial condition, business, properties, operations or prospects of the Company, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(a) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than the Administrating Bank's or such Bank's employees, authorized agents or representatives.

(e) Keeping of Books. Keep, and cause each Subsidiary to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which the Company or any of its Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report in the form required for reporting to the SEC for such year for the Company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or sell, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Subsidiaries to do any of the foregoing, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation, merger, sale, transfer, assignment or other disposition shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(a)) to perform its obligations hereunder or under the Cash Collateral Security Agreement, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement and the Cash Collateral Security Agreement in a writing satisfactory in form and substance to the Required Banks, and (B) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(b) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior written consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of this Section 12(b) without first obtaining the prior written consent of all Participating Banks.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in the Cash Collateral Security Agreement; or

(ii) the Company shall violate any covenant contained in Section 12 hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(v) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vi) any material provision of this Agreement or the Cash Collateral Security Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or the Cash Collateral Security Agreement; or

(vii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, or (c) the winding-up or liquidation of the Company; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(viii) the Company shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (vii) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(ix) this Agreement or the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; or the security interest or Lien purported to be created by the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except the Lien in favor of the Administrating Bank) in the Collateral.

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, the obligations or ability of the Company, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare all principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon all such principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral, in addition to the other rights and remedies provided for herein and in the Cash Collateral Security Agreement or otherwise availab le to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (vii) or clause (viii) above, all principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest on such drawings, or reduce the rate of interest on any unreimbursed drawings, (ii) change the Participation Percentage of any Participating Bank or the fees provided for in Section 3 hereof, (iii) reduce the principal o f, or interest on, any unreimbursed drawing under any Letter of Credit, or any fees or other amounts payable hereunder, (iv) release any Collateral (except for any such release expressly permitted under the Cash Collateral Security Agreement) or change any provision of the Cash Collateral Security Agreement providing for the release of Collateral or (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(b)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks", in each case without the prior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisi ons of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank in connection with the preparation, execution, delivery, syndication, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimbursement Event of Default or Prepayment Event or any waiver or amendment of, or the enfor cement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by such Bank. Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank or such Bank may reasonably incur (or which may be claimed against the Administrating Bank or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; (b) by reason of or in connection wi th the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Cr edit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Section 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be entitled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participat ing Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for th e accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 27.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 28.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other pose.

SECTION 29.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

PARTICIPATING BANKS

$198,061,427.93/100.0%                                                                               UNION BANK OF CALIFORNIA, N.A.,
                                                                                                                        as Administrating Bank, as Funding Bank and as a
                                                                                                                        Participating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct. # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

EX-10 10 a10b.htm

Exhibit 10(b)

EXECUTION COPY

CASH COLLATERAL SECURITY AGREEMENT

CASH COLLATERAL SECURITY AGREEMENT, dated as of March 3, 2003 (this "Agreement"), made by and among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Pledgor"), to UNION BANK OF CALIFORNIA, N.A. ("Union Bank"), as administrating bank (in such capacity, together with its successors and assigns in such capacity, the "Administrating Bank") for the Funding Bank and the Participating Banks (as such terms are defined below).

PRELIMINARY STATEMENTS

(1) The Pledgor has entered into a Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), with the Administrating Bank, Union Bank, as funding bank (in such capacity, the "Funding Bank"), and the banks named therein and from time to time parties thereto (the "Participating Banks", together with the Funding Bank and the Administrating Bank being referred to herein, collectively, as the "Secured Parties"), pursuant to which the Funding Bank has agreed, subject to the terms and conditions contained therein, to issue two Letters of Credit (as defined in the Reimbursement Agreement) for the account of the Pledgor in an aggregate initial stated amount of $198,061,427.93. Unless otherwise defined herein, capitalized terms used herein shall have the meani ng assigned to such terms in the Reimbursement Agreement.

(2) Pursuant to and subject to the terms of this Agreement, and in order to secure the obligations of the Pledgor under the Reimbursement Agreement, the Pledgor is required to deposit on the Closing Date, and thereafter maintain on deposit, funds in an amount equal to the aggregate Maximum Drawing Amounts (as in effect from time to time) of the Letters of Credit, in a special money market account bearing Account No. 4430000980 (the "Account") maintained by the Pledgor with the Administrating Bank at its office at 445 South Figueroa Street, Los Angeles, California 90071 (or at such other office of the Administrating Bank as the Administrating Bank may, from time to time, notify the Pledgor), in the name of the Pledgor but under the sole control and dominion of the Administrating Bank.

(3) It is a condition precedent to the Funding Bank's obligation to issue, and of the Participating Banks' obligation to participate in, the Letters of Credit pursuant to the Reimbursement Agreement that the Pledgor shall have granted the Lien contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Funding Bank to issue, and the Participating Banks to participate in, the Letters of Credit, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Administrating Bank for the benefit of the Secured Parties as follows:

SECTION 1. Pledge and Assignment. The Pledgor hereby pledges and assigns to the Administrating Bank for the benefit of the Secured Parties, and grants to the Administrating Bank for the benefit of the Secured Parties a security interest in, all of the Pledgor's right, title and interest in and to the following collateral, whether now owned or hereafter acquired (collectively, the "Collateral"):

(a) (i) the Account, (ii) all cash, funds, credit balances, securities, investment property and other financial assets from time to time held in the Account or otherwise credited, or to be credited, to the Account, (iii) all security entitlements with respect to all financial assets from time to time credited, or to be credited, to the Account, (iv) all certificates and instruments, if any, from time to time representing or evidencing the Account, and (v) all agreements governing or otherwise related to the Account;

(b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrating Bank for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral;

(c) all interest, dividends, returns of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and

(d) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitutes property of the type described in the foregoing clause (a), (b) or (c)).

SECTION 2. Security for Obligations. This Agreement secures the payment when due of all obligations of the Pledgor to the Secured Parties under the Reimbursement Agreement and this Agreement, whether for principal (including, without limitation, reimbursement of amounts drawn under the Letters of Credit), interest, fees, expenses, indemnification or otherwise (all of the foregoing obligations being referred to herein, collectively, as the "Obligations"). Without limiting the generality of the foregoing, this Agreement also secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor or any other Person.

SECTION 3. Required Deposits into the Account; Delivery of Collateral.

(a) The Pledgor agrees that on or prior to the Closing Date the Pledgor shall deposit $192,946,933.65 into the Account. In addition, the Pledgor agrees that, not less than 30 days prior to each scheduled increase in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), it shall deposit into the Account funds in an amount equal to the aggregate amount of such scheduled increase. All deposits into the Account pursuant to this subsection (a) shall be made by the Pledgor in immediately available funds.

(b) All certificates or instruments, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Administrating Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrating Bank. The Administrating Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

SECTION 4. Maintaining the Account. So long as any Letter of Credit has not expired or been cancelled or terminated, any Participating Bank has any obligation under Section 5(a) of the Reimbursement Agreement, or any Obligations remain unpaid:

(a) The Pledgor will maintain the Account with the Administrating Bank.

(b) The Account shall be under the sole dominion and control of the Administrating Bank. It shall be a term and condition of the Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Account and except as otherwise provided by the provisions of Sections 6 and 13 hereof, that no amount (including, without limitation, interest earnings from time to time credited to the Account) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person (other than the Secured Parties) from the Account.

The Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.

SECTION 5. Control of Account; Investments

 (a) The Administrating Bank and the Pledgor agree and acknowledge that (i) the Administrating Bank is and shall be the "securities intermediary" (as defined in Section 8-102(a)(14) of the Uniform Commercial Code as in effect from time to time in the State of New York (the "Uniform Commercial Code")), and the Pledgor is and (subject to the terms of this Agreement) shall be the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code, in each case with respect to the Account and each "financial asset" (as defined in Section 8-102(a)(9) of the Uniform Commercial Code) credited to the Account; (ii) the Account is and shall be maintained as a "securities account" (as defined in Section 8-501(a) of the Uniform Commercial Code); (iii) all securities, other financial assets, investment property and other property acquired with cash credited to the Account will be credited to the Account; (i v) all items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Account will be treated as a "financial asset" under Article 8 of the Uniform Commercial Code; (v) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the Uniform Commercial Code) for purposes of Article 8 of the Uniform Commercial Code and this Agreement and with respect to the Account is the State of New York, and this provision shall control over any provision to the contrary in any other agreement relating to the Account; and (vi) all securities, instruments and other property in bearer or registered form and credited to the Account shall be payable to or to the order of, or registered in the name of, the Administrating Bank or shall be indorsed to the Administrating Bank or in blank, and in no case whatsoever shall any financial asset credited to the Account be registered in the name of the Pledgor, payable to or to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially endorsed by the Pledgor to the Administrating Bank or in blank. The Administrating Bank agrees that it will hold (and will indicate clearly in its books and records that it holds) its "security entitlement" to the "financial assets" credited to the Account in trust for the benefit of the Secured Parties. The Pledgor acknowledges that the Administrating Bank shall have the sole right and discretion, subject only to the terms of this Agreement, to give all "entitlement orders" (as defined in Section 8-102(a)(8) of the Uniform Commercial Code) with respect to the Account and any and all financial assets and other property credited thereto to the exclusion of, and without further consent of, the Pledgor. Without limitation of the foregoing, the Administrating Bank, in its capacity as "securities intermediary" in respect of the Account as provided above, (A) will comply with all such entitlement orders without further consent by the Pledgor and (B) agrees to perform all the duties of a "securities intermediary" required under Article 8 of the Uniform Commercial Code.

(b) From time to time the Administrating Bank may invest and reinvest all funds held in the Account and all proceeds received with respect to the Collateral in such money market instruments and/or other investments as Union Bank acquires in the ordinary course of its business in connection with its Business MoneyMarket Accounts.

SECTION 6. Application and Release of Funds in the Account. (a) Subject to Section 13 hereof, on any date on which any Obligation is due and payable by the Pledgor under the Reimbursement Agreement or this Agreement, unless the Pledgor shall have paid such Obligation in full on or before such date to the Administrating Bank, the Administrating Bank shall have the right, but shall not be required, to withdraw and apply all or a portion of the amounts deposited and held in the Account in satisfaction of such Obligation.

(b) Any application of Collateral pursuant to Section 6(a) shall be deemed to cure any Reimbursement Default, Prepayment Event or other default under the Reimbursement Agreement or this Agreement arising from the Pledgor's failure to have paid the applicable Obligation directly, but only to the extent that such Obligation has been paid in full in cash with such Collateral.

(c) So long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, the Pledgor may, no more frequently than once each calendar month, originate written instructions to withdraw all interest earnings credited by the Administrating Bank to the Account, and the Administrating Bank will transfer such interest earnings to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time.

(d) At any time after the effective date of any scheduled decrease in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), the Pledgor may, so long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, originate written instructions to the Administrating Bank to withdraw funds on deposit in the Account (and the Administrating Bank will, within five (5) Business Days after its receipt of such instructions, transfer such funds to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time) in an amount equal to the excess of (i) the aggregate amount of funds on deposit in the Account on the date of such transfer over (ii) the total Maximum Drawing Amounts of the Letters of Credit on such date (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement).

SECTION 7. Further Assurances. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrating Bank may reasonably request, in order to perfect, maintain or continue the perfection of, or otherwise protect any security interest granted or purported to be granted hereby or to enable the Administrating Bank to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 8. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien, claim, option, control or right of others, except for the Lien created by this Agreement and Liens in favor of the Administrating Bank created by operation of law.

(b) The pledge and assignment of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations.

(c) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge and assignment by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the security interest created hereby (including, without limitation, the first priority nature of such security interest) or (iii) for the exercise by the Administrating Bank of its rights and remedies hereunder.

(d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(e) The Pledgor has, independently and without reliance upon the Administrating Bank or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

SECTION 9. Transfers and Other Liens. The Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the Lien under this Agreement.

SECTION 10. Administrating Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints the Administrating Bank the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, at any time and from time to time during the continuance of a Reimbursement Event of Default or Prepayment Event or in the event that the Administrating Bank, in its reasonable discretion, deems such action to be necessary or advisable to protect its security interest in the Collateral, to take any action and to execute any instrument which the Administrating Bank may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(b) to receive, indorse and collect any drafts or other instruments or documents in connection with clause (a) above, and

(c) to file any claims or take any action or institute any proceedings that the Administrating Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrating Bank with respect to any of the Collateral.

SECTION 11. Administrating Bank May Perform. If the Pledgor fails to perform any agreement contained herein, the Administrating Bank may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrating Bank incurred in connection therewith shall be payable by the Pledgor under Section 14.

SECTION 12. The Administrating Bank's Duties. The powers conferred on the Administrating Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrating Bank shall have no duty as to any Collateral, as to ascertaining or taking action with respect to any matters relative to any Collateral, whether or not the Administrating Bank or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrating Bank shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Admin istrating Bank accords its own property.

SECTION 13. Remedies upon Default. If any Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing:

(a) The Administrating Bank may, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account against the Obligations or any part thereof.

(b) The Administrating Bank may also exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (whether or not the Uniform Commercial Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrating Bank's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrating Bank may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrati ng Bank shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. All proceeds of any sale of Collateral, if not applied against the Obligations, shall be maintained in the Account as Collateral. The Administrating Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Any cash held by the Administrating Bank as Collateral and all cash proceeds received by the Administrating Bank in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrating Bank, be held by the Administrating Bank in the Account as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to the Administrating Bank pursuant to Section 14) in whole or in part by the Administrating Bank for the benefit of the Secured Parties against, all or any part of the Obligations in such order as the Administrating Bank shall elect. Any surplus of such cash or cash proceeds held by the Administrating Bank and remaining after the indefeasible payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. If, after the application by the Administrating Bank of the cash proceeds of the Collateral to the payment of the Obligations, any portion of the Obligations remains unpaid, the Pledgor shall be and remain liable for such deficiency until all of the Obligations have been indefeasibly paid in full in cash.

SECTION 14. Indemnity and Expenses. (a) The Pledgor agrees to indemnify and hold harmless each Secured Party and its respective Affiliates, and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party"), from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) incurred by or asserted against such Indemnified Party in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnified Party shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or the Collateral, except to the extent that such claims, losses or liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party.

(b) The Pledgor will upon demand pay to the Administrating Bank the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, which the Administrating Bank may incur in connection with (i) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrating Bank or any other Secured Party hereunder or (iii) the failure by the Pledgor to perform or observe any of the provisions hereof.

SECTION 15. Amendments, Etc. No amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor or the Administrating Bank herefrom, shall in any event be effective unless the same shall be in writing and signed by the Pledgor and the Administrating Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 16. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic, facsimile, telex or cable communication) and mailed, telegraphed, telecopied, telexed, cabled or delivered, if to the Pledgor or to the Administrating Bank, at its address specified in Section 15 of the Reimbursement Agreement, or, as to either party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective (i) five days after when deposited in the mails, or (ii) when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrating Bank shall not be effective until received by the Administrating Bank.

SECTION 17. Continuing Security Interest; Assignments. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest to occur of (i) the indefeasible payment in full in cash of the Obligations, (ii) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and (iii) the expiration or termination of all Letters of Credit, (b) be binding upon the Pledgor, its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (c) inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash of the Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and the expiration or termination of the Letters of Credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrating Bank will, at the Pledgor's expense, execute and deliver to the Pledgor such documents and take such other actions as the Pledgor shall reasonably request to evidence such termination.

SECTION 18. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Unless otherwise defined herein or in the Reimbursement Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code are used herein as therein defined.

SECTION 19. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In furtherance of the foregoing, it is understood and agreed that signatures hereto submitted by facsimile transmission shall be deemed to be, and shall constitute, original signatures.

SECTION 20. Jurisdiction

Each of the parties hereto irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in any court of the State of New York or any court of the United States of America located in the State of New York, (ii) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such suit, action or proceeding and (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 20 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.,

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Agreed and Accepted:

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

SIGNATURE PAGE TO CASH COLLATERAL SECURITY AGREEMENT

EX-10 11 a10c.htm

Exhibit 10(c)

March 31, 2003

Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

Dear Bob:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our revised offer to you for the ESI System Officer position of Senior Vice President and General Counsel. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
   
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
   
3. Base Salary. Your annual rate of pay shall be FOUR HUNDRED TWENTY THOUSAND AND NO/100 ($420,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
   
4. Signing Bonus. Shortly after your employment commences with ESI, but subject to the repayment provisions set forth herein, you will receive a one-time Signing Bonus of ONE HUNDRED THOUSAND AND NO/100 ($100,000) dollars or you may defer receipt until you leave Entergy System employment. Such deferral will be in accordance with all of the terms and conditions of the Executive Deferred Compensation Plan of Entergy Corporation and its Subsidiaries. If you wish to defer all or part of this Signing Bonus, your election must be made prior to your first day of employment. For your convenience, you may specify your deferral amount at the bottom of this Agreement. Although you are not being employed for a term, you agree that ESI will not have received adequate consideration for the Signing Bonus if you voluntarily resign or if your employment with ESI or any other System Company is involuntarily terminated for Cause (as defined in the last paragraph of this Section) within two ye ars after your first day of employment. Accordingly, if within two years after your first day of employment, you resign or your employment with ESI or any other System Company is terminated for Cause, you will repay to ESI within seven calendar days after demand by ESI a share of the Signing Bonus according to this schedule:

Prior to one-year employment
anniversary date:                                                                                 100% repayment required

After one year and prior to second
year employment anniversary date:                                                       50% repayment required

After two years employment:                                                                0% repayment required

For purposes of this Section, the term "Cause" shall mean:

1. the failure by you to substantially perform your duties (other than such failure resulting from your incapacity due to physical or mental illness) that has not been cured within 30 days after a written demand for substantial performance is delivered to you by your System Company employer, which demand specifically identifies the manner in which such employer believes that you have not substantially performed your duties; or
   
2. the engaging by you in conduct which is materially injurious to any System Company, monetarily or otherwise;
   
3. your 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 your ability to carry out your duties or upon the reputation of any System Company;
   
4. a material violation by you of any agreement you have with a System Company, including but not limited to Section 14 hereof; or
   
5. unauthorized disclosure by you of Proprietary Information (as defined in the Section entitled "Confidentiality") of any System Company.
5. Up-front Stock Options Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 12,100 stock options of Entergy Corporation common stock (at an option price equal to the fair market value of Entergy Corporation common stock on the date of grant - - your hire date) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") if you are deemed an "insider" under Rule 16 of the Securities Exchange Act of 1934, or otherwise under the terms and conditions of the Entergy Corporation and Subsidiaries Equity Awards Plan (the "EAP"). It is anticipated that the Personnel Committee will grant such options to vest at the rate of one-third on each of the first three anniversaries of the date of grant if you are a System Company employee on each such date, in accordance with the terms and conditions of the EOP or EAP, as applicable. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separation from service, if earlier.
   
6. Up-front Restricted Share Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 2,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the EOP or the EAP, as applicable. Restrictions on these Units (without dividends) will be lifted at the rate of 666 Units per year over the first two-year period (beginning with the first anniversary of Employee's employment date); and, restrictions on the remaining 667 Units (without dividends) will be lifted on the third anniversary of Employee's employment date.
   
7. Additional Benefits. Upon employment, you are eligible for the following additional benefits:
1. Executive Annual Incentive Plan. Beginning in the calendar year 2003, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 60% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 15%	60%	120%
$0 to $63,000	$252,000	$504,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 60% Target level) and is not bracketed at the 12.5%, 50% or 100% levels. Further, individual awards are discretionary.

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:
• 5,000 performance units (with a maximum opportunity of 200% of that Target) for the 2002 to 2004 performance cycle; and,
• 5,800 performance units (with a maximum opportunity of 200% of that Target) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at least at System Management Level 4 (note: ML 4 is one level lower that this offer at ML 3) with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2003 to 2005 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2003

Minimum	Target	Maximum
0 or 1,500 Units	5,800 Units	11,600 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on July 1, 2003, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,500 performance units (i.e., 5,000 Target performance units for the 36-month period times 18/36 prorated months of participation equals 2,500 performance units, plus accumulated dividends). At maximum, the number of units would be 5,000 (i.e., 200% of the 2,500 units at Target.)

1. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 18,900 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separat ion from service, if earlier.
   
2. Vacation. You will be eligible for four (4) weeks' vacation annually beginning in 2003.
   
3. Relocation Assistance (one month's salary). You will be eligible for benefits under the Company's relocation program, including a lump sum cash payment of one month's salary ($35,000); paid at the time you relocate, for miscellaneous relocation expenses.
   
4. Retirement Benefits.

You will be offered participation in both of the following two retirement plans. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Pension Equalization Plan with Supplemental Credited Service (SCS) - See attached estimate. The Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. Further, for purposes of calculating your total retirement benefit, ten (10) years of service will be added to your Entergy System benefit service. See attached estimate of your Supplemental Credited Service Agreement ("SCSA") benefits at various retirement ages (with company permission). This added service is contingent upon execution of a SCSA participation application.
• System Executive Retirement Plan (SERP) - See attached estimate. You will be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates (see attached table) that are generally greater than the 1.5% per year flat rate under the Retirement Plan. Further, for purposes of calculating your total retirement benefit, five (5) years of service will be added to your Entergy System benefit service. The replacement rate that corresponds to your years of service (including the 5 added years) is applied to your highest three-year average base salary and corresponding annual incentive payments. You will become eligible for a reduced benefit under this Plan once you reach a minimum of age 55 with ten years of actual service (reduction rate = 2% for every year your retirement preceded your 65^th birthday). Your participation in this P lan is contingent upon execution of a SERP agreement shortly after your hire date.
1. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). If a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to two (2) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for two year following your date of separation from service.
   
2. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans, and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, Defined Contribution Restoration Plan, Pension Equalization Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any System Company spons ored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.
7. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, nor an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.
   
8. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.
   
9. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.
   
10. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.
    
11. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
    
12. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:
Sr. Vice President, Human Resources & Administration
Entergy Services, Inc.
639 Loyola Avenue, 14^th Floor
New Orleans, LA 70113

If to you, addressed as follows:
Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

13. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.
    
14. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may not be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for Cause.
    
15. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
    
16. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
    
17. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
    
18. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until April 9, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Robert D. Sloan

Signing Bonus amount I wish to defer: $ ____________ Signature: _______________________

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

                                                                                                    ENTERGY SERVICES, INC.,
                                                                                                    BY ITS DULY AUTHORIZED AGENT:

                                                                                                    Date: _____________________________________

                                                                                                    Signature: _________________________________

                                                                                                    Printed Name: _____________________________

                                                                                                    Title: _____________________________________

EX-10 12 a10d.htm

Exhibit 10(d)

EXECUTIVE DEFERRED COMPENSATION PLAN

OF ENTERGY CORPORATION AND SUBSIDIARIES

(As Amended and Restated Generally Effective February 13, 2003)

On October 25, 1996, the Board of Directors of Entergy Corporation approved, authorized and adopted the Entergy Executive Compensation Deferral Program for the benefit of certain executive employees of Entergy Corporation and its subsidiaries. On December 4, 1998, the Board of Directors of Entergy Corporation amended, restated and renamed the program as the Executive Deferred Compensation Program of Entergy Corporation and Subsidiaries. On October 29, 1999, the Board of Directors of Entergy Corporation approved, authorized and adopted certain changes to the program that were incorporated into an amendment and restatement, which was renamed the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, and which was effective January 1, 2000. The Plan has since been amended from time to time, and is now hereby amended and restated in its entirety to incorporate such prior amendments and those additional amendments approved by the Personnel Committee of the Board of Directors on February 13, 2003.

ARTICLE I

PURPOSE AND DURATION

1.01 Purpose. The Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries has as its purpose attracting and retaining certain executive employees who are members of a select group of management or highly compensated employees. The Plan is designed to aid Participants in furthering their financial independence by providing them with an opportunity to systematically defer receipt of a portion of their eligible compensation as a means for providing benefits for the Participant at termination of employment. The Plan thereby defers taxation of such benefits to the Participant until distribution, pursuant to Section 451 of the Internal Revenue Code of 1986, as amended. The Plan is intended to be a top-hat plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. Effective December 7, 2001, the Pla n's purpose of attracting and retaining certain executive employees has been enhanced by allowing a System Management Participant the opportunity to defer receipt of all or a portion of his Executive Plan Benefits.

1.02 Scope and Duration. Entergy hopes and expects to continue the Plan indefinitely but expressly reserves the right to amend or terminate it, or discontinue recognition of any further deferrals under its terms, and each employer reserves the right to withdraw from the Plan, subject to the provisions hereinafter set forth. The benefits payable under the Plan are independent of any benefits the Employee is or may become entitled to receive under any funded pension, profit sharing, stock bonus or savings plan, except that the measure of the future value of amounts credited to a Participant's Account hereunder shall be based on the relative value of such Account balances had those balances represented actual dollars invested in selected investment funds from time to time available at the Administrator's discretion under the Savings Plan and/or any other measure that the Administrator may from time to time thereafter establish for purposes of this Plan.

ARTICLE II

DEFINITIONS

The following terms shall have the meaning hereafter indicated unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account the Administrator maintains, on a book-entry basis only, for each Participant under the Plan. Such Account shall include a book entry for the deferrals elected by the Participant hereunder subject to change or adjustment based on the changes in the relative value of those Investment Funds that the Participant from time to time directs as the basis for the valuation of the deferred amounts allocated to his or her Account. No actual dollars are maintained in, nor accounted for under, any such Account.

2.02 "Administrator" shall mean the Personnel Committee established by the Board of Directors, or such other individuals or committee (not fewer than three in number) as shall from time to time be designated in writing by the Chairman of the Board of Directors as the administrator of the Plan. The Administrator shall be the "plan administrator" for the Plan within the meaning of ERISA. Notwithstanding the foregoing, from and after the date immediately preceding the commencement of a Change in Control Period, the "Administrator" shall mean (a) the individuals (not fewer than three in number) who, on the date six months before the commencement of the Change in Control Period, constitute the Administrator, plus (b) in the event that fewer than three individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided, however, that the maximum number of individuals constituting the Administrator shall not exceed six.

2.03 "Available Base Salary" shall mean that portion of a Participant's Base Salary that remains after the deduction or reduction of such Base Salary on account of all appropriate or required tax withholdings, loan repayments, contributions under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan), deferral contributions pursuant to Code 401(k) or otherwise under the Savings Plan, United Way or other charitable deductions or contributions, political action committee contributions, garnishments or other legally required or mandated deductions (i.e., Internal Revenue Service levies), and any other deductions or reductions related to contributions to any other employee benefit plan from time to time sponsored by Entergy Corporation or in which the Employer is the sponsor or a participating employer.

2.04 "Base Salary" shall mean the regular or normal salary, exclusive of overtime or bonuses, normally payable to a Participant during any period of Covered Employment including the amount, if any, such Employee defers as a deferral contribution pursuant to Code 401(k) or otherwise under the Savings Plan, and under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan).

2.05 "Beneficiary" shall mean any person or persons designated by a Participant to whom distribution of the Deferred Compensation credited to his Account shall be made in the event of his death prior to the full receipt thereof. A Participant may, prior to termination of his employment, designate one or more primary and contingent Beneficiaries to whom distribution of such Deferred Compensation shall be made in the event of his death prior to the full receipt thereof; provided, however, that in the event the Participant is married and no designation of Beneficiary is received by the Administrator prior to his death, such primary Beneficiary shall be deemed to be the Participant's surviving spouse. The Participant may elect to change or revoke his designated Beneficiary at any time; provided, however, that such new election or revocation shall not be effective unless in writing on forms provided by the Administrator and shall not in any event be effective unless and until filed with the Admini strator. If no designated or deemed Beneficiary survives the Participant or former Participant, or if an unmarried Participant or former Participant fails to designate a Beneficiary under the Plan, such Deferred Compensation shall be paid to his estate.

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

2.07 "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 twenty-five percent (25%) 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 (b) 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 of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
   
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 of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period 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 (1) the insolvency or bankruptcy of Entergy Corporation; or (2) 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 Participants under the Plan; or (3) 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.

2.08 "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.

2.09 "Claims Administrator" shall mean the Administrator or its designee responsible for administering claims for benefits under the Plan.

2.10 "Claims Appeal Administrator" shall mean the Administrator or its delegee responsible for administering appeals from the denial or partial denial of claims for benefits under the Plan.

2.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.12 "Covered Employment" shall mean that period during which a Participant is actively employed by an Employer and is eligible for participation hereunder under the terms and conditions set forth in the Plan.

2.13 "Deferred Compensation" shall mean the amount of deferred Base Salary, Incentive Compensation, Executive Plan Benefits, and EOP or EAP Deferrals credited to a Participant's Account, as valued at any given point in time based on the relative value of the respective Investment Funds that the Participant directs over time less administrative charges or costs, and that would be available for distribution assuming that all requirements and requisites for distribution under the Plan are satisfied.

2.14 "Designation Date" shall mean the date or dates as of which an initial or subsequent designation of deemed investment directions by a Participant takes effect pursuant to Section 4.09.

2.15 "EAIP" shall mean the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.16 "Employee" shall mean an employee of a System Company who is in the select group of management or highly compensated employees.

2.17 "Employer" shall mean the System Company with which the Participant is last employed on or before the Participant's termination from System employment.

2.18 "EOP" and "EAP" shall mean, respectively, the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries and the Entergy Corporation and Subsidiaries Equity Awards Plan, both as amended from time to time.

2.19 "EOP or EAP Deferrals" shall mean Performance Units, Restricted Share Units, or Equity Awards under the EOP or EAP for which a System Management Participant has made an effective Deferral Election in accordance with the terms and conditions of the EOP or EAP, as applicable, and with respect to which the System Management Participant makes a subsequent election to have such deferred Performance Units, Restricted Share Units, or other Equity Awards deferred under and deemed invested in one or more Investment Funds under this Plan in accordance with the terms and conditions set forth in Section 4.04 of this Plan. Notwithstanding any provision of this Plan to the contrary, Performance Units, Restricted Share Units, or other Equity Awards shall not be eligible "EOP or EAP Deferrals" unless specifically authorized by the Senior Vice-President, Human Resources and Administration. In addition, deferred gains from the exercise of stock options under the EOP or EAP shall not be "EOP or EAP Deferrals."

2.20 "Executive Plan Benefits" shall mean a lump sum benefit payable to a System Management Participant from one of the following Entergy Corporation sponsored non-qualified plans, in accordance with the terms and conditions of such plans: Pension Equalization Plan of Entergy Corporation and Subsidiaries, Post-Retirement Plan of Entergy Corporation and Subsidiaries, Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, System Executive Retirement Plan of Entergy Corporation and Subsidiaries, and Defined Contribution Restoration Plan of Entergy Corporation.

2.21 "Incentive Compensation" means: (a) the amount of any incentive award payable based on performance years commencing on or after January 1, 1997 that a Participant may become eligible to receive during a period of Covered Employment under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, (b) the amount of any additional types or forms of compensation (including, but not limited to, Restrictive Share Units under the EOP or EAP, any amount awarded under the Long Term Incentive Program of the EAP for performance periods ending on or after December 31, 2003, and signing bonuses) that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, and (c) any amount awarded und er the Long Term Incentive Program of the EOP for performance periods ending on or after December 31, 2003. The determination by the Administrator or by the Senior Vice-President, Human Resources and Administration as to the inclusion or exclusion of any compensation with respect to one or more Employees as "Incentive Compensation" under the terms of this Plan shall be final and binding on all parties.

2.22 "Investment Funds" shall mean, at the discretion of the Senior Vice-President, Human Resources and Administration, the several T. Rowe Price investment funds from time to time available under the Savings Plan (but excluding the Entergy Stock Fund), and/or any other investments that the Senior Vice-President, Human Resources and Administration may from time to time thereafter establish for purposes of this Plan after consideration of the costs associated with, and the flexibility granted by, such investments, which investments shall be used as a basis for determining the value of Deferred Compensation credited to a Participant's Account.

2.23 "Participant" shall mean any Employee who (a) is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals pursuant to Section 3.01 and (b) elects to do so. Any employee who is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals under this Plan and has Deferred Compensation allocated to his Account hereunder shall remain a Participant through the date on which all such sums are distributed pursuant to Section 4.11, 4.12, 4.13 or 4.14, as applicable. Such Employee's status as a Participant through the date of any such distribution does not convey any continued right to defer additional sums hereunder nor to make any further investment directions with respect to book-entry amounts held in his Account except in accordance with rules and procedures established by the Administrator.

2.24 "Personnel Committee" shall mean the Personnel Committee of the Board of Directors.

2.25 "Plan" shall mean this Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated generally effective February 13, 2003, and any amendments, supplements or modifications from time to time made hereto.

2.26 "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 of Directors 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).

2.27 "Savings Plan" shall mean the Savings Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.28 "System" shall mean Entergy Corporation and all other System Companies, and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 7.03 of this Plan.

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 as contemplated in Section 7.03 of this Plan.

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 is currently, or was immediately prior to the commencement of a Change in Control Period, at one of the System Management Levels set forth in Section 2.30. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 4.06(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 4.06.

2.32 "Valuation Date" shall mean the valuation date relating to the date on which the Participant is scheduled to have Deferred Compensation distributed to him in accordance with Section 4.11, 4.12, 4.13 or 4.14, files or makes a change in investment direction, or transfers from one System employer to another, as applicable to the particular circumstances requiring the valuation of the Deferred Compensation allocated to the Participant's Account. For purposes of periodic reporting and disclosure to Participants as to the relative value of their Account, the "Valuation Date" shall be the last business day immediately preceding the Participant's inquiry or such other date as the Administrator may determine and disclose in any such report or disclosure.

ARTICLE III

PARTICIPATION

3.01 Eligibility and Participation. Any Employee who is employed on a salaried basis in a bona fide executive, administrative, or professional capacity at a specified rate per annum, and who has been approved and remains eligible for participation in EAIP shall be eligible to participate in the Plan during his period of Covered Employment. Subject to the provisions of the Plan and without limiting the eligibility of those persons described herein, the Administrator shall from time to time designate as eligible hereunder such other Employees who, in the written opinion of the Administrator, have significant responsibility for the continued growth, development and financial success of Entergy Corporation and any of its affiliates. An Employee described above who elects to participate shall become a Participant in the Plan. A Participant may lose his eligibility to participate at any time by written determination of the Administrator, but shall retain his rights hereunder to the Deferred Compens ation credited to his Accounts through the date of any such removal. The Administrator shall have complete discretion to terminate the participation by any Participant who has made a willful and deliberate misrepresentation or false statement to the Administrator as a means for qualifying for, or obtaining, a distribution under the Plan.

3.02 Removal from Participation.

1. A Participant made eligible under the terms of Section 3.01 shall lose his eligibility to participate under the Plan on the later of the following events: (1) termination of System employment; or (2) distribution of all the Deferred Compensation credited to his Account under the Plan; (3) loss of eligibility to participate under the EAIP unless the Administrator, in its discretion, has designated such employee as an Employee who is eligible to participate pursuant to Section 3.01 above; or (4) written revocation of Participant status pursuant to Section 3.01 above based on a false or misleading statement or representation made by the Participant to the Administrator in the exercise of any and all rights, options or directions available to the Participant under the terms of the Plan. That is, by way of illustration and without limiting the breadth of the foregoing, if the Participant makes a willful and deliberate misrepresentation to the Administrator as a means for qualifying for, or obtaining, a Hards hip Distribution under Section 4.11, such Participant shall be subject to immediate loss of continued Participant status except to the extent of any Deferred Compensation previously allocated to his Account under the Plan. Further, any willful or deliberate misrepresentation made by a Participant shall subject the Participant to disciplinary actions, including discharge, by the Employer or the right of the Administrator to demand and recover from the Participant any amounts distributed to the Participant based on any such false or misleading statements or misrepresentations.
   
2. Further, if any Participant loses his eligibility for participation in the EAIP and has not otherwise been designated as an eligible Employee by the Administrator hereunder, such Participant shall remain a Participant solely as to the Deferred Compensation credited to his Account on the date on which his participation in the EAIP ceases, and such participation hereunder shall continue until the later of the occurrence of one of the events described in 3.02(a).

3.03 Continuation of Participation through Distribution. Notwithstanding anything stated in Section 3.02 to the contrary, a Participant shall remain a Participant through the date on which his Deferred Compensation is distributed to him, except that a Participant who has experienced any of the events or circumstances described in Section 3.02(a) shall not be permitted to make any further deferrals under the Plan after the date of such event. As to any undistributed Deferred Compensation credited to his Account prior to occurrence of an event or circumstance described in Section 3.02(a), such Participant may continue to make investment directions in accordance with Section 4.09, subject to the rules, regulations and procedures from time to time established by the Administrator.

ARTICLE IV

DEFERRAL ELECTIONS

4.01 Deferral of Base Salary.

(a) Subject to the applicable deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations and procedures as may be established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Base Salary (but not amounts in excess of his Available Base Salary). Such initial Base Salary deferral election must be made prior to the beginning of the first complete payroll period with respect to which such Base Salary is payable and in such form as the Administrator (or its delegate) may require. Any such election shall remain in effect with respect to future Base Salary amounts through the earlier of (1) the Participant's termination of employment or loss of Participant status under Section 3.02(a) above, whichever is earlier, or (2) the effective date for any election made by the Participant with respect to future Base Salary amounts subsequent to such initial election. Any such election shall be g iven prospective effect only and shall not adversely affect any Deferred Compensation deferred or credited to the Participant's Account based on any prior deferral election.

(b) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Base Salary.

4.02 Deferral of Incentive Compensation.

1. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Incentive Compensation. However, with respect to Incentive Compensation payable under the terms of the EAIP for performance years ending prior to January 1, 2004, a Participant could not initially defer under this Plan more than the amount of such Incentive Compensation attributable to the same performance year that was deferred by the Participant under the terms of the Equity Awards program of the EOP or EAP, as applicable.
2. Each initial deferral election shall be made in such form as the Administrator (or its delegate) may require and in accordance with the following provisions:
1. With respect to Incentive Compensation payable under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, an initial deferral election must be made prior to the beginning of performance year with respect to which such Incentive Compensation relates.
   
2. With respect to (i) amounts awarded under the Long Term Incentive Program ("LTIP") of the EOP for performance periods ending on or after December 31, 2003, or (ii) amounts awarded under the LTIP of the EAP for performance periods ending on or after December 31, 2003 that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the earliest date such award under the EOP or EAP may be delivered to the Participant, but in no event later than the date that precedes by six months the end of the applicable performance period.
   
3. With respect to Restricted Share Units awarded under the EOP or EAP that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the expiration of the Restricted Period for such award under the EOP or EAP, as applicable, but in no event later than the date that precedes by six months the expiration of the Restricted Period for such award under the EOP or EAP, as applicable.
   
4. With respect to all other Incentive Compensation that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made prior to the commencement of the first payroll period with respect to which such Incentive Compensation is earned and no later than end of the calendar year immediately preceding the earliest date such Incentive Compensation is otherwise scheduled for payment to the Participant, but in no event later than the date that precedes by six months the scheduled payment date of such Incentive Compensation.

Any such election shall apply only to Incentive Compensation payable with respect to a single performance period and shall not have any continuing deferral effect or application as to Incentive Compensation payable for any future performance periods. That is, a separate Incentive Compensation deferral election must be made with respect to the Incentive Compensation payable for each performance period.

(c) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Incentive Compensation.

4.03 Deferral of Executive Plan Benefits. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to convert the entire amount of his Executive Plan Benefits to an equivalent credited balance under this Plan. Any election to convert Executive Plan Benefits into this Plan must include the entire value of such Executive Plan Benefits. A System Management Participant may then elect to defer (in one- percent increments) under this Plan any percentage of his converted Executive Plan Benefits.

For purposes of this Plan, an initial Executive Plan Benefits conversion and deferral election must be made at least 6 months prior to: (a) 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"); (b) 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 (c) the earliest distribution date of Executive Plan Benefits following a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries) and in such form as the Administrator (or its delegate) may require.

4.04 Rebalancing of EOP or EAP Deferrals. System Management Participants shall not be eligible to rebalance EOP or EAP Deferrals, unless and until specifically authorized by the Senior Vice-President, Human Resources and Administration. Subject to the immediately preceding sentence, the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to further defer all or any whole percentage of his EOP or EAP Deferrals to an equivalent credited balance under this Plan.

For purposes of this Plan, an initial election to further defer EOP or EAP Deferrals to an equivalent credited balance under this Plan must be made in such form and at such time as the Administrator (or its delegate) may require. A System Management Participant's existing deferral election under the EOP or EAP, as applicable, shall continue to govern the timing of deferral of any EOP or EAP Deferral amount converted to an equivalent credited balance under this Plan. Any Successive Deferral Election (as defined below) with respect to an EOP or EAP Deferral amount deferred under this Plan shall be made in accordance with, and governed by, the remaining provisions of this Article IV.

4.05 Deferral Receipt Date for System Management Participants. Receipt of Deferred Compensation may be deferred to such date or dates as a System Management Participant shall specify in a 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 Compensation 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 Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral may be postponed beyond termination of employment, but in no event later than death.

4.06 Deferral Election Procedure for System Management Participants. Each deferral election shall be effective upon its execution and delivery to the Administrator (or its delegate), provided such delivery is made in accordance with the time or times specified in this Article IV. Once made, a deferral election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously Deferred Compensation (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 Administrator (or its delegate), provided always that:

1. 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 Administrator (or its delegate) of such election;
   
2. 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
   
3. No Successive Deferral Election may be made following the System Management Participant's termination of employment unless such 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.

4.07 Deferral Election Procedure for All Participants. With respect to all Participants, the Administrator 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 by a System Management Participant) and may condition such elections in any manner that such Administrator 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 by a System Management Participant) or to reject any such deferral election (including any Successive Deferral Election by a System Management Participant) as the Administrator 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 by a System Management Participant) is delayed pursuant to such authority, the Administrator shall notify the Participant of such delay and advise the Participant of the anticipated effective date of such election.

4.08 Accounts. The amount of any deferrals elected by the Participant pursuant to Sections 4.01, 4.02, 4.03 and 4.04 respectively, shall be credited to the Account established and maintained for such Participant. Such Account of the Participant shall be the record of cumulative Deferred Compensation attributable to his deferrals under the Plan, solely for accounting purposes and, as provided in Section 5.01, shall not require a segregation of any System Company assets.

4.09 Deemed Investment Direction of Participants. Subject to such limitations as may from time to time be required by law, imposed by the Administrator, or contained elsewhere in the Plan and subject to such operating rules and procedures as may be imposed from time to time by the Administrator, prior to and effective for each Designation Date, each Participant may communicate to the Administrator, or to any person to whom the Administrator has delegated such Administrative duties, a direction as to how his Account should be deemed to be invested among the Investment Funds as such are from time to time available under the Savings Plan. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant's Account that is requested to be deemed to be invested in the respective Investment Funds on a book-entry basis only and shall be subject to such rules and procedures for direction of investments under the Savings Plan, as modified by the Administrator with respect to the Plan. Unless and until the Employer elects, in its discretion, or is required to fund the obligations of the Employer reflected by the Deferred Compensation pursuant to Article V, no actual investments in the several Investment Funds shall be made hereunder, and the Participants shall have no right, claim or demand with respect to any such Investment Funds based on the deemed investment of Deferred Compensation.

4.10 Allocation of Deemed Earnings or Losses on Accounts. Pursuant to Section 4.09, each Participant shall have the right to direct the Administrator as to how the Deferred Compensation credited to his Account shall be deemed invested. The Administrator shall maintain records that track or replicate the performance of such deemed investments in the respective Investment Funds consistent with the Participant's directions. The Participant's account will be credited with the increase or decrease in the realizable net asset value of the designated deemed investments. As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value of each Investment Fund since the preceding Valuation Date shall be credited among the respective Participants' Accounts deemed to be invested in that Investment Fund in accordance with the ratio that the portion of the Deferred Compensation Fund bears to the aggregate of all amounts deemed to be invested within that same Investment Fund. For instance, if the net asset value per unit held in the Investment Fund increased by 2%, the Participant's Account shall be credited with 2% per unit deemed held by the Participant's Account in such Investment Fund pursuant to his investment directions.

4.11 Hardship Distributions. At any time a Participant may apply to the Administrator for a special distribution of all or any part of his Account 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 Participant and/or members of his immediate family;
2. to prevent the foreclosure or eviction from the Participant's primary residence;
3. funeral expenses for an immediate family member of the Participant; or
4. substantial casualty losses.

The Senior Vice-President, Human Resources and Administration, on behalf of the Administrator, shall consider the circumstances of each such case and the best interest of the Participant and his family and shall have the right, in his 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 Participant's employer shall make the appropriate distribution to the Participant from its general assets in respect of the Participant's Account and the Administrator shall accordingly reduce or adjust the amount of Deferred Compensation credited to the Participant's Account. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Account. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the Participant's app lication for the special distribution. If the amount of the requested distribution equals or exceeds the full value of the Deferred Compensation credited to the Participant's Account on such Valuation Date and a special distribution is subsequently made hereunder, the Account shall not thereafter be credited with further earnings or losses with respect to the distributed amounts pursuant to Section 4.10.

4.12 Accelerated Distribution to System Management Participant 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 System Management Participant of any part of System Management Participant's Deferred Compensation Account, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on such accelerated Deferred Compensation (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

4.13 Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a Participant, of one or more irrevocable deferral elections or Successive Deferral Elections (in the case of a System Management Participant), if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that such Participant's Deferred Compensation Account constitutes taxable income to the Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Compensation is scheduled to be distributed to the Participant, such Participant may require the immediate payment to the Participant of such amount of Participant's Deferred Compensation Account as is held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 4.13, the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if s uch claim is upheld by a court of final jurisdiction, or if the Employer, or the Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the 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.

4.14 Payment of Deferred Compensation.

1. System Management Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11, distributed in an accelerated distribution subject to penalty pursuant to Section 4.12, or distributed due to current taxation pursuant to Section 4.13, a System Management Participant who has Deferred Compensation credited to his Account shall be entitled to irrevocably elect at least six (6) months prior to his Deferral Receipt Date to receive such Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, either in (i) a single-sum cash distribution from the Employer as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date; or (ii) in substantially equal annual cash installments payable over a period not to exceed ten (10) years from the System Management Participant's Deferral Receipt Date, in which case those amounts not yet distributed to the System Management Participant shall continue to be deemed invested in accord ance with Section 4.09. In the event a System Management Participant elects the installment payment method set forth in (ii) above and thereafter dies prior to receiving his entire Deferred Compensation amount, such remaining unpaid Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, shall be paid in a single-sum cash distribution to the System Management Participant's Beneficiary as soon as reasonably practicable following the System Management Participant's date of death.

 (b) All Other Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11 or distributed due to current taxation pursuant to Section 4.13, a Participant who is not a System Management Participant and who has Deferred Compensation credited to his Account shall be entitled to receive a cash distribution from the Employer within thirty days of his retirement or termination of employment with Entergy and all of its affiliates, or as reasonably practicable thereafter, as the Administrator shall determine. Such distribution shall be an amount equal to the value of the Deferred Compensation credited to his Account as of the effective date of the Participant's retirement or termination from service, less any amounts withheld to satisfy federal and state income tax withholding obligations.

4.15 Acceleration Upon Death. Notwithstanding an irrevocable deferral election (including any Successive Deferral Election by a System Management Participant), if a Participant dies, all of a System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of Participant's Deferred Compensation Account as of the time of his death (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.

4.16 Non-Transferability. Deferred Compensation 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.

ARTICLE V

SOURCE OF PAYMENTS

5.01 Unfunded Plan. In the case of Deferred Compensation credited to a Participant's Account under the Plan, no actual units in the respective Investment Funds shall be purchased at the time of the deferrals, and Entergy, the Employer and the Plan, or any one of them, shall not be required to set aside a fund or assets for the payment of any such Deferred Compensation. It is a condition of the Plan, and the Participant expressly agrees, that neither he nor any other person or entity shall look to any other person or entity other than the Employer for the payment of benefits under the Plan. The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any such person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by the Employer or in which the Employer may have any right, title or interest now or in the future. However, the Participant or any such person or entity shall have the right to enforce his claim against the Employer in the same manner as any other unsecured creditor of the Employer.

5.02 Employer Liability. At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for the future benefit payments under the Plan. However, (a) a System Company employer shall be under no obligation to fund the benefits provided under this Plan; (b) the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and (c) such funds may be available for any purpose the System Company may choose. Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder provided, however, any and all rights that any such Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.  The Employer reserves the right, in its sole discretion, to establish and maintain a rabbi trust to hold assets that may be used to cover the Employer's costs of the Plan including, without limitation, a rabbi trust that provides for the actual investment of contributions in the respective Investment Funds, as available to the Employer, on the same basis as the deemed investment directions made by the Participant pursuant to Section 4.09.

5.03 Establishment of Trust. Notwithstanding any provisions of this Article V to the contrary, within thirty (30) days following a Change in Control, each Employer 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 Employer's contribution shall be in an amount equal to the total benefits credited to such Employer's Plan Participants (including a Participant's Beneficiary) under the Plan through the date of any such Change of Control. If one or more of an Employer's Participants shall continue to be employed by a System Company of Entergy after such a Change of Control, each calendar year the Employer 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 credited to the Employer's Plan account under the Trust that is equal to the total unpaid benefits of the Employer's Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section 5.03 to the contrary, an Employer may make contributions to the Trust prior to a Change of 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 Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Administrator shall operate and administer the Plan and, as such, shall have the authority as Administrator to exercise the powers and discretion conferred on it by the Plan, including the right to delegate any function to a specified person or persons. The Administrator shall discharge its duties for the exclusive benefit of the Participants and their Beneficiaries.

6.02 Powers of the Administrator. The Administrator and any of its delegees shall administer the Plan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and discretion to make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan. All findings, decisions, or determinations of any type made by the Administrator, including factual determinations and any interpretation or construction of the Plan, shall be final and binding on all parties and shall not be disturbed unless the Administrator's decisions are arbitrary and capricious. The Administrator shall be the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit. By way of example, the Administrator shall have the sole and exc lusive power and discretion:

1. to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan;
   
2. to interpret the Plan including, without limitation, the power to use Administrator's sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;
   
3. to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive under the Plan;
   
4. to require such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;
   
5. to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;
   
6. to compute the amount and determine the manner and timing of any benefits payable under the Plan;
   
7. to execute or deliver any instrument or make any payment on behalf of the Plan;
   
8. to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;
   
9. to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan;
   
10. to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure;
    
11. to grant or establish Accounts pursuant to Article IV, to determine restrictions related to Deferred Compensation and any credits to or distributions from such Accounts, to determine the employees to whom, and the time or times when, participation in the Plan shall be permitted hereunder, and to determine the amount of Deferred Compensation to be credited to such Accounts for Participants; and
    
12. to determine the terms and provisions of the Participant deferral elections (which need not be identical).

For any acts not specifically enumerated above, when applying, construing, or interpreting any and all Plan provisions and/or fact questions presented in claims for benefits, the Administrator shall have the same discretionary powers as enumerated above.

6.03 Reliance on Reports and Certificates. The Administrator may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, counsel or other person who may from time to time be employed or engaged for such purposes.

6.04 Claims Administration. The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 6.02, such delegees shall have all powers, authority, and discretion necessary or proper for such purpose. In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

6.05 Filing Benefit Claims. Any claim asserting entitlement to a benefit under the Plan must be asserted within ninety (90) days after the event giving rise to the claim by sending written notice of the claim to the Claims Administrator. The written notice of the claim must be accompanied by any and all documents, materials, or other evidence allegedly supporting the claim for benefits. If the claim is granted, the claimant will be so notified in writing by the Claims Administrator.

6.06 Denial or Partial Denial of Benefit Claims. If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the Claims Administrator has received the claim. In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial ninety (90) day period. The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

1. the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;
   
2. if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and
   
3. an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

6.07 Appeal of Claims That Are Denied or Partially Denied. The claimant may request review of the Claims Administrator's denial or partial denial of a claim for Plan benefits. Such request must be made in writing within 60 days after claimant has received notice of the Claims Administrator's decision and shall include with the written request for an appeal any and all documents, materials, or other evidence which claimant believes supports his or her claim for benefits. The written request for an appeal, together with all documents, materials, or other evidence which claimant believes supports his or her claim for benefits should be addressed to the Claims Administrator, who will be responsible for submitting the appeal for review to the Claims Appeal Administrator.

6.08 The Appeal Process. The Claims Administrator will submit the appeal to the Claims Appeal Administrator for review of the denial or partial denial of the claim. Within sixty (60) days after the receipt of claimant's appeal, claimant will be notified of the final decision of the Claims Appeal Administrator, unless, in the Claims Appeal Administrator's sole discretion, circumstances require an extension of this period for up to an additional sixty (60) days. If such an extension is required, the Claims Appeal Administrator shall notify claimant of this extension in writing before the expiration of the initial sixty-day period. During the appeal, the Claims Appeal Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. The final decision of the Claims Appeal Administrator shall set forth in writing the facts and Plan provisions u pon which the decision is based. All decisions of the Claims Appeal Administrator are final and binding on all employees, Participants, their Beneficiaries, or other claimants.

6.09 Judicial Proceedings for Benefits. No claimant may file suit in court to obtain benefits under the Plan without first completely exhausting all stages of this claims review process. In any event, no legal action seeking Plan benefits may be commenced or maintained against the Plan more than ninety (90) days after the Claims Appeal Administrator's decision on appeal.

6.10 Non-Uniform Determinations. The Administrator's determinations under the Plan, including, without limitation, determinations as to the Employees eligible to defer a portion of their Available Base Salary and/or Incentive Compensation, and the terms and provisions of such deferrals, need not be uniform and may be made by it selectively among Employees who receive or are eligible to participate in the Plan, whether or not such Employees are similarly situated.

ARTICLE VII

TERMINATION OR AMENDMENT OF THE PLAN

7.01 Termination and Amendment. Subject to Sections 1.02 and 7.02, the Plan may be suspended, terminated, modified or amended at any time whatsoever by the Board of Directors of Entergy Corporation or any other person or persons whom the Board of Directors may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the respective Employers. Any such action shall be evidenced by the minutes of the Board of Directors or a written certificate of amendment or termination executed by any person or persons so authorized by the Board of Directors. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue in effect with respect to Deferred Compensation allocated to the Participant's Account on or before the date of such termination.

7.02 Restrictions on Amendment or Termination. Any amendment or modification to, or the termination of, the Plan shall be subject to the following restrictions:

1. No amendment to, or termination of, the Plan following a Change in Control shall reduce the amount credited to a Participant's Account under this Plan through the date of any such amendment or termination.
   
2. No amendment, modification, suspension or termination of the Plan may reduce the amount of benefits or adversely affect the manner of payment of benefits of any Participant or Beneficiary then receiving benefits, unless such modification is agreed to in writing and signed by the affected Participant or Beneficiary and by the Plan Administrator, or by their legal representatives and successors; and
   
3. Unless agreed to in writing and signed by the affected Participant and by the Plan Administrator, no provision of this Plan may be modified, waived or discharged before the earlier of: (i) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (ii) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

7.03 Successors. A System employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of its business and/or assets to expressly assume and agree to perform this Plan in the same manner and to the same extent that the System employer would be required to perform it if no such succession had taken place. Any successor or surviving entity that assumes or otherwise adopts this Plan as contemplated in this Section 7.03 shall succeed to all the rights, powers and duties of the Employer and the Board of Directors hereunder, subject to the restrictions on amendment or termination of the Plan as set forth in Section 7.02.

ARTICLE VIII

MISCELLANEOUS

8.01 Tax Withholding. Subject to such terms and conditions as may be established by the Administrator, the Participant shall pay to have withheld by the Employer any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to the Deferred Compensation distributed under this Plan or, in lieu of such withholding, shall remit to the Employer such amount as so necessary to satisfy such applicable federal, state or local tax withholding requirements promptly upon notification of the amounts due. The Administrator may permit such amount to be paid by the Participant to be withheld from the value of the Participant's Account that otherwise would be distributed to such Participant upon the distribution of the Deferred Compensation allocated to the Participant's Account.

8.02 Deferral Elections. Each deferral election made pursuant to Article IV shall be subject to such restrictions, terms and conditions as the Administrator may require. Notwithstanding anything to the contrary contained in the Plan, no System Company is obligated to accept, permit or recognize any deferrals under the Plan made by any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such deferral in such form as the Administrator may determine from time to time.

8.03 Effect on Other Plans. Any increases or losses in the value of Deferred Compensation credited to the Participant's Account through the date of distribution shall not constitute earnings for purposes of any pension plan covering employees of any System Company except as otherwise expressly provided in any such pension plan.

8.04 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.

8.05 Captions. The captions of this Plan are not part of the provisions of the Plan and shall have no force and effect.

8.06 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.

8.07 No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment.

8.08 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Plan Administrator on the date it is personally delivered to the Plan Administrator or three business days after it its sent by registered mail, postage prepaid, and properly addressed to Entergy Services, Inc., Employee Benefits Department, Attention: Plan Administrator, Executive Deferred Compensation Plan, 639 Loyola Avenue, 14^th Floor, New Orleans, Louisiana 70113 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 his Employer.

8.09 Controlling Law. The administration of the Plan, and any Trust established thereunder, shall be governed by applicable federal law, including ERISA, and, to the extent federal law is inapplicable, 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.

IN WITNESS WHEREOF, the Personnel Committee has caused this Amendment and Restatement of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries to be executed by its duly authorized representative on this 10th day of June, 2003.

PERSONNEL COMMITTEE
through the undersigned duly authorized representative

                                                                                /s/ William E. Madison
                                                                                 WILLIAM E. MADISON
                                                                                 Senior Vice-President,
                                                                                 Human Resources and Administration

EX-31 13 a31a.htm

Exhibit 31(a)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 14 a31b.htm

Exhibit 31(b)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

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

Date: August 11, 2003

EX-31 15 a31c.htm

Exhibit 31(c)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 16 a31d.htm

Exhibit 31(d)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 17 a31e.htm

Exhibit 31(e)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: August 11, 2003

EX-31 18 a31f.htm

Exhibit 31(f)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 19 a31g.htm

Exhibit 31(g)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 20 a31h.htm

Exhibit 31(h)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 21 a31i.htm

Exhibit 31(i)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ 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: August 11, 2003

EX-32 22 a32a.htm

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: August 11, 2003

EX-32 23 a32b.htm

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,C. John Wilder, Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy Resources, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ C. John Wilder
C. John Wilder
Executive Vice President and Chief Financial Officer

Date: August 11, 2003

EX-32 24 a32c.htm

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 25 a32d.htm

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: August 11, 2003

EX-32 26 a32e.htm

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: August 11, 2003

EX-32 27 a32f.htm

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 28 a32g.htm

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 29 a32h.htm

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 30 a32i.htm

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,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 Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer

Date: August 11, 2003

EX-99 31 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest Charges $96,685 $97,023 $101,600 $109,523 $103,210 $95,536 Interest applicable to rentals 15,511 17,289 16,449 14,563 12,762 15,090 ----------------------------------------------------- Total fixed charges, as defined 112,196 114,312 118,049 124,086 115,972 110,626 Preferred dividends, as defined (a) 16,763 17,836 13,479 12,348 11,869 11,493 ----------------------------------------------------- Combined fixed charges and preferred dividends, as defined $128,959 $132,148 $131,528 $136,434 $127,841 $122,119 ===================================================== Earnings as defined: Net Income $110,951 $69,313 $137,047 $178,185 $135,643 $168,240 Add: Provision for income taxes: Total 71,374 54,012 100,512 105,933 71,404 87,873 Fixed charges as above 112,196 114,312 118,049 124,086 115,972 110,626 ----------------------------------------------------- Total earnings, as defined $294,521 $237,637 $355,608 $408,204 $323,019 $366,739 ===================================================== Ratio of earnings to fixed charges, as defined 2.63 2.08 3.01 3.29 2.79 3.32 ===================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.28 1.80 2.70 2.99 2.53 3.00 ===================================================== - ------------------------ (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 32 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest charges $178,220 $153,034 $158,949 $174,368 $144,840 $150,965 Interest applicable to rentals 16,927 16,451 18,307 18,520 16,483 15,773 ------------------------------------------------------ Total fixed charges, as defined 195,147 169,485 177,256 192,888 161,323 166,738 Preferred dividends, as defined (a) 32,031 29,355 15,742 13,017 6,190 3,787 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $227,178 $198,840 $192,998 $205,905 $167,513 $170,525 ====================================================== 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 $93,805 Add: Income Taxes 31,773 75,165 103,603 82,038 65,997 3,020 Fixed charges as above 195,147 169,485 177,256 192,888 161,323 166,738 ------------------------------------------------------ Total earnings, as defined (b) $273,313 $369,650 $461,202 $454,370 $401,398 $263,563 ====================================================== Ratio of earnings to fixed charges, as defined 1.40 2.18 2.60 2.36 2.49 1.58 ====================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.20 1.86 2.39 2.21 2.40 1.55 ====================================================== (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 33 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $122,890 $117,247 $111,743 $116,076 $100,667 $94,899 Interest applicable to rentals 9,564 9,221 6,458 7,951 6,496 6,419 ------------------------------------------------------- Total fixed charges, as defined 132,454 126,468 118,201 124,027 107,163 $101,318 Preferred dividends, as defined (a) 20,925 16,006 16,102 12,374 10,647 $10,698 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $153,379 $142,474 $134,303 $136,401 $117,810 $112,016 ======================================================= Earnings as defined: Net Income $179,487 $191,770 $162,679 $132,550 $144,709 $128,889 Add: Provision for income taxes: Total Taxes 109,104 122,368 112,645 86,287 84,765 76,284 Fixed charges as above 132,454 126,468 118,201 124,027 107,163 101,318 ------------------------------------------------------- Total earnings, as defined $421,045 $440,606 $393,525 $342,864 $336,637 $306,491 ======================================================= Ratio of earnings to fixed charges, as defined 3.18 3.48 3.33 2.76 3.14 3.03 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.75 3.09 2.93 2.51 2.86 2.74 ======================================================= - ------------------------ (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 34 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $40,927 $38,840 $44,877 $50,991 $45,464 $46,486 Interest applicable to rentals 1,864 2,261 1,596 1,849 1,916 1,903 ------------------------------------------------------- Total fixed charges, as defined 42,791 41,101 46,473 52,840 47,380 $48,389 Preferred dividends, as defined (a) 4,878 4,878 5,347 4,674 4,490 4,491 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $47,669 $45,979 $51,820 $57,514 $51,870 $52,880 ======================================================= Earnings as defined: Net Income $62,638 $41,588 $38,973 $39,620 $52,408 $68,493 Add: Provision for income taxes: Total income taxes 28,031 17,537 22,868 20,464 17,846 26,719 Fixed charges as above 42,791 41,101 46,473 52,840 47,380 48,389 -------------------------------------------------------- Total earnings, as defined $133,460 $100,226 $108,314 $112,924 $117,634 $143,601 ======================================================== Ratio of earnings to fixed charges, as defined 3.12 2.44 2.33 2.14 2.48 2.97 ======================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.80 2.18 2.09 1.96 2.27 2.72 ======================================================== - ------------------------ (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 35 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $14,792 $14,680 $15,891 $19,661 $27,950 $23,422 Interest applicable to rentals 1,045 1,281 1,008 977 1,043 1,009 ---------------------------------------------------- Total fixed charges, as defined 15,837 15,961 16,899 20,638 28,993 24,431 Preferred dividends, as defined (a) 1,566 1,566 1,643 2,898 2,736 3,463 ---------------------------------------------------- Combined fixed charges and preferred dividends, as defined $17,403 $17,527 $18,542 $23,536 $31,729 $27,894 ==================================================== Earnings as defined: Net Income $16,137 $18,961 $16,518 ($2,195) ($230) 5,764 Add: Provision for income taxes: Total 10,042 13,030 11,597 (4,396) (422) 2,911 Fixed charges as above 15,837 15,961 16,899 20,638 28,993 24,431 ---------------------------------------------------- Total earnings, as defined $42,016 $47,952 $45,014 $14,047 $28,341 $33,106 ==================================================== Ratio of earnings to fixed charges, as defined 2.65 3.00 2.66 0.68 0.98 1.36 ==================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.41 2.74 2.43 0.60 0.89 1.19 ==================================================== - ------------------------ (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 36 a99f.txt

Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $116,060 $147,982 $118,519 $138,018 $76,639 $74,669 Interest applicable to rentals 5,189 3,871 5,753 4,458 3,250 3,100 --------------------------------------------------------- Total fixed charges, as defined $121,249 $151,853 $124,272 $142,476 $79,889 $77,769 ========================================================= Earnings as defined: Net Income $106,476 $82,375 $93,745 $116,355 $103,352 97,930 Add: Provision for income taxes: Total 77,263 53,851 81,263 43,761 76,177 75,432 Fixed charges as above 121,249 151,853 124,272 142,476 79,889 77,769 --------------------------------------------------------- Total earnings, as defined $304,988 $288,079 $299,280 $302,592 $259,418 $251,131 ========================================================= Ratio of earnings to fixed 2.52 1.90 2.41 2.12 3.25 3.23 charges, as defined =========================================================

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EX-4

Exhibit 4(a)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

FIFTY-NINTH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5.40% Series due May 1, 2018 (Sixty-sixth Series)

__________________________

Dated as of May 1, 2003

FIFTY-NINTH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of May 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 100 Plaza One, Mail Stop JCY 03-06-04, Jersey City, New Jersey 07311 (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the C o-Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Fifty-ninth Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture	June 1, 1953
Eighth Supplemental Indenture	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture	May 1, 1961
Twelfth Supplemental Indenture	February 1, 1963
Thirteenth Supplemental Indenture	April 1, 1965
Fourteenth Supplemental Indenture	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture	June 1, 1968
Eighteenth Supplemental Indenture	December 1, 1969
Nineteenth Supplemental Indenture	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture	December 1, 1973
Twenty-sixth Supplemental Indenture	June 1, 1974
Twenty-seventh Supplemental Indenture	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture	February 1, 1982
Thirty-sixth Supplemental Indenture	December 1, 1982
Thirty-seventh Supplemental Indenture	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture	December 1, 1985
Fortieth Supplemental Indenture	July 1, 1986
Forty-first Supplemental Indenture	July 1, 1989
Forty-second Supplemental Indenture	February 1, 1990
Forty-third Supplemental Indenture	October 1, 1990
Forty-fourth Supplemental Indenture	November 1, 1990
Forty-fifth Supplemental Indenture	January 1, 1991
Forty-sixth Supplemental Indenture	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture	June 15, 1993
Forty-ninth Supplemental Indenture	August 1, 1993
Fiftieth Supplemental Indenture	October 1, 1993
Fifty-first Supplemental Indenture	October 1, 1993
Fifty-second Supplemental Indenture	June 15, 1994
Fifty-third Supplemental Indenture	March 1, 1996
Fifty-fourth Supplemental Indenture	March 1, 1997
Fifty-fifth Supplemental Indenture	March 1, 2000
Fifty-sixth Supplemental Indenture	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture	November 1, 2002

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974	$30,000,000	None
2 7/8% Series due 1977	11,000,000	None
3 1/8% Series due 1978	7,500,000	None
2 7/8% Series due 1979	8,700,000	None
2 7/8% Series due 1980	6,000,000	None
3 5/8% Series due 1981	8,000,000	None
3 1/2% Series due 1982	15,000,000	None
4 1/4% Series due 1983	18,000,000	None
3 1/4% Series due 1984	7,500,000	None
3 3/8% Series due 1985	18,000,000	None
5 5/8% Series due 1989	15,000,000	None
4 7/8% Series due 1991	12,000,000	None
4 3/8% Series due 1993	15,000,000	None
4 5/8% Series due 1995	25,000,000	None
5 3/4% Series due 1996	25,000,000	None
5 7/8% Series due 1997	30,000,000	None
7 3/8% Series due 1998	15,000,000	None
9 1/4% Series due 1999	25,000,000	None
9 5/8% Series due 2000	25,000,000	None
7 5/8% Series due 2001	30,000,000	None
8 % Series due August 1, 2001	30,000,000	None
7 3/4% Series due 2002	35,000,000	None
7 1/2% Series due December 1, 2002	15,000,000	None
8 % Series due 2003	40,000,000	None
8 1/8% Series due December 1, 2003	40,000,000	None
10 1/2% Series due 2004	40,000,000	None
9 1/4% Series due November 1, 1981	60,000,000	None
10 1/8% Series due July 1, 2005	40,000,000	None
9 1/8% Series due December 1, 2007	75,000,000	None
9 7/8% Series due July 1, 2008	75,000,000	None
10 1/4% Series due February 1, 2009	60,000,000	None
16 1/8% Series due December 1, 1986	70,000,000	None
4 1/2% Series due September 1, 1983	$1,202,000	None
5 1/2% Series due January 1, 1988	598,310	None
5 5/8% Series due May 1, 1990	1,400,000	None
6 1/4% Series due December 1, 1996	3,560,000	None
9 3/4% Series due September 1, 2000	4,600,000	None
8 3/4% Series due March 1, 1998	9,800,000	None
17 3/8% Series due August 1, 1988	75,000,000	None
16 1/2% Series due February 1, 1991	80,000,000	None
13 3/8% Series due December 1, 2012	75,000,000	None
13 1/4% Series due February 1, 2013	25,000,000	None
14 1/8% Series due December 1, 2014	100,000,000	None
Pollution Control Series A	128,800,000	None
10 1/4% Series due July 1, 2016	50,000,000	None
9 3/4% Series due July 1, 2019	75,000,000	None
10% Series due February 1, 2020	150,000,000	None
10 3/8% Series due October 1, 2020	175,000,000	None
Solid Waste Disposal Series A	21,066,667	None
Solid Waste Disposal Series B	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	100,000,000
7.90% Series due November 1, 2002	25,000,000	None
8.70% Series due November 1, 2022	25,000,000	None
Pollution Control Series B	46,875,000	46,875,000
6.65% Series due August 1, 2005	115,000,000	115,000,000
6 % Series due October 1, 2003	155,000,000	155,000,000
7 % Series due October 1, 2023	175,000,000	175,000,000
Pollution Control Series C	20,319,000	20,319,000
Pollution Control Series D	9,586,400	9,586,400
8 3/4% Series due March 1, 2026	85,000,000	None
7% Series due March 1, 2002	85,000,000	None
7.72 % Series due March 1, 2003	100,000,000	None
6 1/8 % Series due July 1, 2005	100,000,000	100,000,000
6.70% Series due April 1, 2032	100,000,000	100,000,000
6.00% Series due November 1, 2032	100,000,000	100,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-fifth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-sixth Series, which term shall include the Private Bonds of the Sixty-sixth Series and the Exchange Bonds of the Sixty-sixth Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Fifty-ninth Supplemental Indenture, and the terms of the bonds of the Sixty-sixth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Fifty-ninth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supp lemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Fifty-ninth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the C ompany; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Fifty-ninth Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Fifty-ninth Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE I

SIXTY-SIXTH SERIES OF BONDS

1. There shall be a series of bonds designated "5.40% Series due May 1, 2018" (herein sometimes called the "Sixty-sixth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-sixth Series (which shall be initially issued in the aggregate principal amount of $150,000,000) shall mature on May 1, 2018, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.40% per annum, the first interest payment to be made on November 1, 2003, for the period from May 6, 2003 to November 1, 2003 with subsequent interest payments payable semi-annually on May 1 and November 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-sixth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-sixth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain cl osed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-sixth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-sixth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-sixth Series shall be paid to the Person in whose name such bonds of the Sixty-sixth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of May 6, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-sixth Series pursuant to which the Bonds of the Sixty-sixth Series that are issued and sold without registration (the "Private Bonds of the Sixty-sixth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-sixth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-sixth Series (the "Exchange Bonds of the Sixty-sixth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-sixth Series. The Private Bonds of the Sixty-sixth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Sixty-sixth Series will be exchanged for Exchange Bonds of the Sixty-sixth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-sixth Series and the Exchange Bonds of the Sixty-sixth Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-sixth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-sixth Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-sixth Series.

The Bonds of the Sixty-sixth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-sixth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-SIXTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-sixth Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-sixth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF MAY 6, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$150,000,000 CUSIP____________

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5.40% SERIES
DUE MAY 1, 2018

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on May 1, 2018 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED FIFTY MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from May 6, 2003, if the date of this bond is prior to November 1, 2003, or if the date of this bond is on or after November 1, 2003, from the May 1 or November 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.40% per annum in like coin or currency at said office or agency on May 1 and November 1 of each year, commencing November 1, 2003, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with certa in of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Fifty-ninth Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.40% Series due May 1, 2018, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Fifty-ninth Supplemental Indenture dated as of May 1, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Fifty-ninth Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice-Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on May 6, 2003.

ENTERGY ARKANSAS, INC.

By_____________________________
Steven C. McNeal
Vice President and Treasurer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Corporate Trustee

By _____________________________
Authorized Officer

(III) The bonds of the Sixty-sixth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to May 1, 2008, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-sixth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such bonds of the Sixty-sixth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (b) on or after May 1, 2008, prior to maturity of the bonds of the Sixty-sixth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-sixth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 bonds of the Sixty-sixth Series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of the Sixty-sixth 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 such bonds of the Sixty-sixth Series.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Citigroup Global Markets Inc., Wachovia Securities, Inc. and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-sixth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-sixth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-sixth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Fifty-ninth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-sixth Series for the aggregate principal amount of $150,000,000.

ARTICLE II

DIVIDEND COVENANT




SECTION 2. The Company covenants that, so long as any of the bonds of the Sixty-sixth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to April 30, 2003 (other than any dividend declared by the Company on or before April 30, 200 3) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to April 30, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to April 30, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to April 30, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on April 30, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS 

SECTION 3. The holders of the bonds of the Sixty-sixth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-sixth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

SECTION 4.  Subject to the amendments provided for in this Fifty-ninth Supplemental Indenture, the terms defined in the Mortgage and the First through Fifty-eighth Supplemental Indentures shall, for all purposes of this Fifty-ninth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Fifty-eighth Supplemental Indentures.

SECTION 5. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Fifty-eighth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Fifty-ninth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fifty-ninth Supplemental Indenture.

SECTION 6. Whenever in this Fifty-ninth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-ninth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.

SECTION 7.  Nothing in this Fifty-ninth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-ninth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Fifty-ninth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.

SECTION 8. This Fifty-ninth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 9. This Fifty-ninth Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Dawn A. Abuso

/s/ E. Lilian Wise

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho_______________
Wanda Camacho
Vice President

Attest:

/s/ Yana Kalachikova                                                                         STANLEY BURG,
Yana Kalachikova,                                                                             Associate As Co-Trustee

                                                                                                                        /s/ Stanley Burg____________[L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:

/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Belinda Brown, Vice President

Attest:

/s/ Rebekah Foltz
Rebekah Foltz, Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Jeff Schroeder
Jeff Schroeder

/s/ Dan Dwyer
Dan Dwyer

STATE OF LOUISIANA )

                                         ) SS.:

PARISH OF ORLEANS )

On this 6th day of May, 2003, before me, Lloyd L. Drury, III, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Christopher T. Screen, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of May, 2003, before me personally came Seven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 6th day of May, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK        )

                                                ) SS.:

COUNTY OF NEW YORK  )

On this 6th day of May, 2003, before me, Tracy Salzmann, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Wanda Camacho and Yana Kalachikova, to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of May, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, NY 10591; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 6th day of May, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
Commission Expires April 24, 2006

STATE OF NEW YORK        )

                                                ) SS.:

COUNTY OF NEW YORK   )

On this 6^th day of May, 2003, before me, Tracy Salzmann, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 6^th day of May, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
Commission Expires April 24, 2006

STATE OF MISSOURI  )

                                        ) SS.:

CITY OF ST. LOUIS      )

On this 6^th day of May, 2003, before me, Joy Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Rebekah Foltz to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 6^th day of May, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided at St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 6^th day of May, 2003, before me appeared Rebekah Foltz, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006

EX-4

Exhibit 4(c)

EXECUTION COPY

U.S. $1,450,000,000

CREDIT AGREEMENT

Dated as of May 15, 2003

Among

ENTERGY CORPORATION

as Borrower

THE BANKS NAMED HEREIN

as Banks

CITIBANK, N.A.

as Administrative Agent

CITIGROUP GLOBAL MARKETS INC.

as Sole Lead Arranger & Book Manager

ABN AMRO BANK N.V.,
BANK ONE, NA,
and
BNP PARIBAS

as Co-Syndication Agents

CREDIT AGREEMENT

Dated as of May 15, 2003

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree as follows:

1. 
   DEFINITIONS AND ACCOUNTING TERMS

1. Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Additional Lender" has the meaning specified in Section 2.04(c)(i).

"Advance" means an advance by a Lender to the Borrower as part of a Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of Advance.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person.

"Agreement" means this Credit Agreement, as amended, supplemented or modified from time to time.

"Applicable Lending Office" means, with respect to each Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

"Applicable Margin" means, (i) for any Base Rate Advance, the Base Rate Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, and (ii) for any Eurodollar Rate Advance, (A) on any date the Utilization Percentage equals or is less than 33%, the Eurodollar Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, (B) on any date the Utilization Percentage exceeds 33% but is less than or equal to 66%, the Utilized Eurodollar Margin 1 interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, in each case, determined by reference to the Relevant Rating and (C) on any date the Utilization Percentage exceeds 66%, the Utilized Eurodollar Margin 2 interest rate p er annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, provided, that, in the case of either (i) or (ii) above, if the Borrower exercises the Term Election, the Applicable Margins will increase at all times following the last day of the Revolving Period by the Term Election Margin set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, determined by reference to the Relevant Rating.

	Level 1	Level 2	Level 3	Level 4	Level 5
S&P Moody's	Relevant Ratings A- or better and A3 or better	Relevant Ratings Less than Level 1 and BBB+ or better and Baa1 or better	Relevant Ratings Less than Level 2 and BBB or better and Baa2 or better	Relevant Ratings Less than Level 3 and BBB- or better and Baa3 or better	Relevant Ratings below BBB-* or below Baa3*
Interest Rate Per Annum
Eurodollar Margin	0.750%	0.850%	1.050%	1.125%	1.875%
Base Rate Margin	0.000%	0.000%	0.000%	0.000%	1.000%
Utilized Eurodollar Margin 1	0.875%	0.975%	1.175%	1.250%	2.125%
Utilized Eurodollar Margin 2	1.000%	1.100%	1.300%	1.500%	2.375%
Term Election Margin	0.250%	0.500%	1.000%	1.000%	1.500%

*or unrated

Any change in the Applicable Margin will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any Senior Debt Rating.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee of that Lender, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Base Rate" means, for any period, a fluctuating interest rate per annum at all times equal to the higher of:

1. the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank's base rate; and
2. 1/2 of 1% per annum above the Federal Funds Rate in effect from time to time.

"Base Rate Advance" means an Advance that bears interest as provided in Section 2.06(a).

"Borrowing" means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01 or Converted pursuant to Section 2.08 or 2.09.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalization" means, as of any date of determination, with respect to the Borrower and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Borrower and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Borrower and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date.

"Commitment" has the meaning specified in Section 2.01.

"Commitment Increase" has the meaning specified in Section 2.04(c)(i).

"Commitment Increase Approvals" means any governmental or regulatory authorization or approval or resolution of the Board of Directors of the Borrower not obtained by or on behalf of the Borrower and in full force and effect on the date hereof, which governmental or regulatory authorization or approval or resolution is required to be obtained in order to authorize the Commitment Increase and the performance by the Borrower of its obligations under this Agreement after giving effect to the Commitment Increase.

"Consolidated EBITDA" means, for any period, the sum of (i) net income of the Borrower and its subsidiaries for such period, but excluding therefrom (to the extent otherwise included therein) any extraordinary gains or losses, plus (ii) to the extent deducted in determining such net income for such period, Consolidated Interest Expense, income taxes, distributions on preferred securities of subsidiaries, preferred dividend requirements, depreciation and amortization expense and any other non-cash charges constituting operating expense, determined in each case in accordance with generally accepted accounting principles consistently applied.

"Consolidated Interest Expense" means, for any period, the interest expense during such period in respect of Debt of the Borrower and its subsidiaries of the types described in clauses (i) through (iv) of the definition of "Debt", excluding interest in respect of nuclear fuel capital leases.

"Consolidated Net Worth" means the sum of the capital stock (excluding treasury stock and capital stock subscribed for and unissued) and surplus (including earned surplus, capital surplus and the balance of the current profit and loss account not transferred to surplus) accounts of the Borrower and its subsidiaries appearing on a consolidated balance sheet of the Borrower and its subsidiaries prepared as of the date of determination in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e), after eliminating all intercompany transactions and all amounts properly attributable to minority interests, if any, in the stock and surplus of subsidiaries.

"Convert", "Conversion" and "Converted" each refers to a conversion of Advances of one Type into Advances of another Type or the selection of a new, or the renewal of the same, Interest Period for Eurodollar Rate Advances pursuant to Section 2.08 or 2.09.

"Debt" of any Person means (without duplication) all liabilities, obligations and indebtedness (whether contingent or otherwise) of such Person (i) for borrowed money or evidenced by bonds, debentures, notes, or other similar instruments, (ii) to pay the deferred purchase price of property or services (other than such obligations incurred in the ordinary course of business on customary trade terms, provided that such obligations are not more than 30 days past due), (iii) as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (iv) under reimbursement agreements or similar agreements with respect to the issuance of letters of credit (other than obligations in respect of letters of credit opened to provide for the payment of goods or services purchased in the ordinary course of business), (v) under any Guaranty Obligations and (vi) liabilities in r espect of unfunded vested benefits under plans covered by Title IV of ERISA.

"Domestic Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Domestic Regulated Utility Subsidiary" means a direct or indirect domestic subsidiary of the Company engaged in generation, transmission or distribution of electricity or the transmission or distribution of natural gas that is regulated as to rates by the Federal Energy Regulatory Commission (or successor agency) or a state or local governmental body on a cost-of-service basis.

"Eligible Assignee" means a Person (i) (A) that is (1) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $500,000,000; (2) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, and having total assets in excess of $500,000,000, provided that such bank is acting through a branch or agency located in the United States or another country which is also a member of OECD; or (3) a Lender, a financial institution Affiliate of any Lender or an Approved Fund of any Lender immediately prior to an assignment and (B) whose long-term public senior debt securities are rated at least "BBB-" by S&P or at least "Baa3" by Moody's; or (ii) that is approved by the Borrower (whose approval shall not be unreasonably withheld) and the Administrative Agent.

"Entergy Arkansas" means Entergy Arkansas, Inc., an Arkansas corporation.

"Entergy Gulf States" means Entergy Gulf States, Inc., a Texas corporation.

"Entergy Louisiana" means Entergy Louisiana, Inc., a Louisiana corporation.

"Entergy Mississippi" means Entergy Mississippi, Inc., a Mississippi corporation.

"Entergy New Orleans" means Entergy New Orleans, Inc., a Louisiana corporation.

"Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollution, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, each as amended and modified from time to time.

"ERISA Affiliate" of a Person or entity means any trade or business (whether or not incorporated) that is a member of a group of which such Person or entity is a member and that is under common control with such Person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, and the regulations promulgated and rulings issued thereunder, each as amended or modified from time to time.

"ERISA Plan" means an employee benefit plan maintained for employees of any Person or any ERISA Affiliate of such Person subject to Title IV of ERISA.

"ERISA Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA Plan during a plan year in which the Borrower or any of its ERISA Affiliates was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate an ERISA Plan or the treatment of an ERISA Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan by the PBGC or to appoint a trustee to administer any ERISA Plan, or (v) any other event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer any ERISA Plan.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing, an interest rate per annum equal to the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in U.S. dollars are offered by the principal office of each of the Reference Banks in London, England, to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank's Eurodollar Rate Advance made as part of such Borrowing and for a period equal to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance made as part of the same Borrowing shall be determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administr ative Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.08.

"Eurodollar Rate Advance" means an Advance that bears interest as provided in Section 2.06(b).

"Eurodollar Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Existing Credit Agreement" means the Credit Agreement, dated as of May 16, 2002, among the Borrower, certain banks and Citibank, as agent for such banks.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letter" means that certain letter agreement, dated as of May 12, 2003, among the Borrower, the Administrative Agent and Citigroup Global Markets Inc.

"Granting Lender" has the meaning specified in Section 8.07(j).

"Guaranty Obligations" means (i) direct or indirect guaranties in respect of, and obligations to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, Debt of any Person and (ii) other guaranty or similar obligations in respect of the financial obligations of others, including, without limitation, Support Obligations.

"Increasing Lender" has the meaning specified in Section 2.04(c)(i).

"Interest Coverage Ratio" means as of any date of determination, the ratio of (i) Consolidated EBITDA for the period of four fiscal quarters ending on such date to (ii) Consolidated Interest Expense for such period.

"Interest Period" means, for each Advance made as part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months (or any period of less than one month that ends on the last day of the Revolving Period or on the first anniversary of the last day of the Revolving Period, in the event the Borrower shall have made the Term Election) in the case of a Eurodollar Rate Advance, as the Borrower may, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

1. the Borrower may not select any Interest Period that ends after the Termination Date;
2. Interest Periods commencing on the same date for Advances made as part of the same Borrowing shall be of the same duration; and
3. whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Junior Subordinated Debentures" means any junior subordinated deferrable interest debentures issued by any Significant Subsidiary or Entergy New Orleans from time to time.

"Lenders" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its subsidiaries shall be deemed to own, subject to a Lien, any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Majority Lenders" means at any time Lenders to which are owed at least 66-2/3% of the then aggregate unpaid principal amount of the Advances, or, if no such principal amount is then outstanding, Lenders having at least 66-2/3% of the Commitments (without giving effect to any termination in whole of the Commitments pursuant to Section 6.02), provided, that for purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

"Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under generally accepted accounting principles, as a result of such Stock Disposition.

"Non-Recourse Debt" means any Debt of any subsidiary of the Borrower that does not constitute Debt of the Borrower, any Significant Subsidiary or Entergy New Orleans.

"Notice of Borrowing" has the meaning specified in Section 2.02(a).

"OECD" means the Organization for Economic Cooperation and Development.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Prepayment Event" means the occurrence of any event or the existence of any condition under any agreement or instrument relating to any Debt of 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 required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.

"Reference Banks" means Citibank, ABN AMRO Bank N.V., Bank One, NA and BNP Paribas.

"Register" has the meaning specified in Section 8.07(c).

"Relevant Rating" means the Senior Debt Ratings of the Significant Subsidiary (other than SERI) having the second lowest Senior Debt Ratings from Moody's and S&P of all Significant Subsidiaries (other than SERI).

"Reportable Event" has the meaning assigned to that term in Title IV of ERISA.

"Revolving Period" means the period beginning the date hereof and ending on May 13, 2004, or such later date as to which the Lenders may from time to time agree pursuant to Section 2.16.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" means the United States Securities and Exchange Commission.

"SEC Order" has the meaning specified in Section 3.01(a)(iii).

"Senior Debt Rating" means, as to any Person, the rating assigned by Moody's or S&P to the senior secured long-term debt of such Person.

"SERI" means Systems Energy Resources, Inc., an Arkansas corporation.

"Significant Subsidiary" means Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, SERI and any other domestic regulated utility subsidiary of the Borrower: (i) the total assets (after intercompany eliminations) of which exceed 5% of the total assets of the Borrower and its subsidiaries or (ii) the net worth of which exceeds 5% of the Consolidated Net Worth of the Borrower and its subsidiaries, in each case as shown on the most recent audited consolidated balance sheet of the Borrower and its subsidiaries.

"SPC" has the meaning specified in Section 8.07(j).

"Stock Disposition" means, with respect to any Person, the issuance, sale, lease, transfer, conveyance or other disposition of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of such Person.

"Support Obligations" means any financial obligation, contingent or otherwise, of any Person guaranteeing or otherwise supporting any Debt or other obligation of any other Person in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to purchase property, securities or services for the purpose of assuring the owner of such Debt of the payment of such Debt, (iii) to maintain working capital, equity capital, available cash or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Debt, (iv) to provide equity capital under or in respect of equity subscription arrangements so as to assure any Person with respect to the payment of such Debt or the performance of such obligation, or (v) to provide financial support for the performance of, or to arrange for the performance of, any non-monetary obligations or non-funded debt payment obligations (including, without limitation, guaranties of payments under power purchase or other similar arrangements) of the primary obligor.

"Term Election" has the meaning assigned to that term in Section 2.16(a).

"Termination Date" means the earlier to occur of (i) the last day of the Revolving Period, or, if the Borrower shall have made the Term Election, the first anniversary of the last day of the Revolving Period, and (ii) date of termination in whole of the Commitments pursuant to Section 2.04 or Section 6.02 hereof.

"Utilization Percentage" means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate outstanding Advances by the aggregate Commitments then in effect.

SECTION 1.02 Computation of Time Periods.

In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding".

SECTION 1.03 Accounting Terms.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(e) hereof.

ARTICLE II
AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01 The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the date hereof until the last day of the Revolving Period in an aggregate amount not to exceed at any time outstanding the amount set opposite such Lender's name on Schedule II hereto or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.04(a) or (b) or Section 2.16 or increased pursuant to Section 2.04(c) (such Lender's "Commitment"). Each Borrowing shall be in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Advances of the same Type and, in the case of Eurodollar Rate Advances, having the same Interest Period made or Converted on t he same day by the Lenders ratably according to their respective Commitments. Within the limits of each Lender's Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.10 and reborrow under this Section 2.01; provided, however, that at no time may the principal amount outstanding hereunder exceed the aggregate amount of the Commitments; provided further that, on the date hereof, the aggregate amount of the Commitments shall not exceed $1,500,000,000.

SECTION 2.02 Making the Advances.

1. Each Borrowing shall be made on notice, given (i) in the case of a Borrowing comprising Eurodollar Rate Advances, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing, and (ii) in the case of a Borrowing comprising Base Rate Advances, not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a "Notice of Borrowing") shall be transmitted by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-1 hereto, specifying therein the requested (A) date of such Borrowing, (B) Type of Advances to be made in connection with such Borrowing, (C) aggregate amount of such Borrowing, and (D) in the case of a Borrowing comprising Eurodollar Rate Advances, initial Inte rest Period for each such Advance. Each Lender shall, before (x) 12:00 noon (New York City time) on the date of any Borrowing comprising Eurodollar Rate Advances, and (y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address.
2. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Notice of Borrowing requesting Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.
3. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower (following the Administrative Agent's demand on such Lender for the corresponding amount) severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available t o the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.
4. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03 Fees.

The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee on the average daily amount of such Lender's Commitment from the date hereof in the case of each Bank, and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender, in the case of each other Lender, until the earlier to occur of the Termination Date and, in the case of the termination in whole of a Lender's Commitment pursuant to Section 2.04, the date of such termination, payable on the last day of each March, June, September and December during such period, and on the Termination Date at the rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, determined by reference to the Relevant Rating:

	Level 1	Level 2	Level 3		Level 4	Level 5
S&P Moody's	Relevant Ratings A- or better and A3 or better	Relevant Ratings Less than Level 1 and BBB+ or better and Baa1 or better	Relevant Ratings Less than Level 2 and BBB or better and Baa2 or better	Relevant Ratings Less than Level 3 and BBB- or better and Baa3 or better		Relevant Ratings below BBB-* or below Baa3*
Rate Per Annum
Facility Fee	0.125%	0.150%	0.200%		0.250%	0.375%

*or unrated

Any change in the facility fee will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any Senior Debt Rating.

SECTION 2.04 Adjustment of the Commitments.

1. The Borrower shall have the right, upon at least three Business Days' notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments of the Lenders, provided that each partial reduction shall be in the aggregate amount of $1,000,000 or an integral multiple thereof.
2. If the Borrower shall make the Term Election, then on the last day of the Revolving Period, the Commitments shall be permanently reduced to an amount equal to the aggregate principal amount of Advances then outstanding. In addition, if on any date following the last day of the Revolving Period the aggregate principal amount of Advances then outstanding shall be less than the Commitments, then on such date the Commitments shall be permanently reduced to an amount equal to the aggregate principal amount of Advances then outstanding.

1. (i) On any date on or prior to the last day of the Revolving Period, the Borrower may increase the aggregate amount of the Commitments by an amount not less than $5,000,000 and to an amount not to exceed $2,000,000,000 (any such increase, a "Commitment Increase") by designating either one or more of the existing Lenders (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Administrative Agent that at the time agree, in the case of any such Eligible Assignee that is an existing Lender, to increase its Commitment (an "Increasing Lender") and, in the case of any other Eligible Assignee (an "Additional Lender"), to become a party to this Agreement. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (c) plus th e Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not in the aggregate exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.04(c) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders.

1. Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of (1) an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitments of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) certified copies of the Commitment Increase Approvals and such opinions of counsel for the Borrower with respect to the Commitment Increase as the Administrative Agent may reasonably request, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below and (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of a duly authorized officer of the Borrower stating that both before and after giving effe ct to such Commitment Increase (1) no Event of Default and no Prepayment Event has occurred and is continuing, (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects, and (3) all Commitment Increase Approvals have been obtained and are in full force and effect.
2. Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Borrowings (if any) in full, and shall simultaneously make new Borrowings hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Borrowings are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.10.
3. Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the facility fee and of interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

SECTION 2.05 Repayment of Advances.

The Borrower shall repay the principal amount of each Advance made by each Lender on the Termination Date.

SECTION 2.06 Interest on Advances.

The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

1. Base Rate Advances. If such Advance is a Base Rate Advance, a rate per annum equal at all times to the Base Rate in effect from time to time plus the Applicable Margin for such Base Rate Advance in effect from time to time, payable quarterly on the last day of each March, June, September and December and on the date such Base Rate Advance shall be Converted or paid in full.
2. Eurodollar Rate Advances. Subject to Section 2.07, if such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during the Interest Period for such Advance to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin for such Eurodollar Rate Advance in effect from time to time, payable on the last day of each Interest Period for such Eurodollar Rate Advance and on the date such Eurodollar Rate Advance shall be Converted or paid in full and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period.

SECTION 2.07 Additional Interest on Eurodollar Rate Advances.

The Borrower shall pay to each Lender, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Lender, from the date of such Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the Eurodollar Rate for the Interest Period for such Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent, and such determination s hall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.08 Interest Rate Determination.

1. Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurodollar Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.
2. The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a) and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under Section 2.06(b).
3. If fewer than two Reference Banks furnish timely information to the Administrative Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances,

1. the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances,
2. each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and
3. the obligation of the Lenders to make, or to Convert Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

1. If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon

1. each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and
2. the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 2.09 Conversion of Advances.

1. Voluntary. The Borrower may, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, on any Business Day, Convert all Advances of one Type made in connection with the same Borrowing into Advances of another Type; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances into Advances of another Type shall be made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such Conversion. Each such notice of a Conversion (a "Notice of Conversion") shall be by telecopier, telex or cable, confirmed immediately in writing, in substantially the form of Exhibit A-2 hereto, specifying there in (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into, or with respect to, Eurodollar Rate Advances, the duration of the Interest Period for each such Advance.
2. Mandatory. If a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing comprising Eurodollar Rate Advances in accordance with the provisions contained in the definition of "Interest Period" in Section 1.01 and Section 2.09(a), or if any proposed Conversion of a Borrowing that is to comprise Eurodollar Rate Advances upon Conversion shall not occur as a result of the circumstances described in paragraph (c) below, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances.
3. Failure to Convert. Each notice of Conversion given pursuant to subsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Borrowing that is to comprise Eurodollar Rate Advances upon Conversion, the Borrower agrees to indemnify each Lender against any loss, cost or expense incurred by such Lender if, as a result of the failure of the Borrower to satisfy any condition to such Conversion (including, without limitation, the occurrence of any Prepayment Event or Event of Default, or any event that would constitute an Event of Default or a Prepayment Event with notice or lapse of time or both), such Conversion does not occur. The Borrower's obligations under this subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments.

SECTION 2.10 Prepayments.

The Borrower may, upon notice received by the Administrative Agent prior to 11:00 A.M. (New York City time) on any Business Day, with respect to Base Rate Advances, and upon at least two Business Days' notice to the Administrative Agent, with respect to Eurodollar Rate Advances, stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances made as part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 or any integral multiple of $100,000 in excess thereof and (ii) in the case of any such prepayment of an Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment.

SECTION 2.11 Increased Costs.

1. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and bi nding for all purposes, absent manifest error.
2. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be alloc able to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.12 Illegality.

Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, any change in or any change in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist and (ii) the Borrower shall forthwith prepay in full all Eurodollar Rate Advances of all Lenders then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of notice from the Administrative Agent, Converts all E urodollar Rate Advances of all Lenders then outstanding into Advances of another Type in accordance with Section 2.09.

SECTION 2.13 Payments and Computations.

1. The Borrower shall make each payment hereunder not later than 12:00 noon (New York City time) on the day when due in U.S. dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.02(c), 2.03, 2.07, 2.11, 2.14 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignm ent and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.
2. The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder, to charge from time to time to the extent permitted by law against any or all of the Borrower's accounts with such Lender any amount so due.
3. All computations of interest based on clause (i) of the definition of "Base Rate" shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate, the Federal Funds Rate or clause (ii) of the definition of "Base Rate" and of facility fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.
4. Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.
5. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
6. Notwithstanding anything to the contrary contained herein, any Advance or other amount payable by the Borrower hereunder that is not paid when due (whether at stated maturity, by acceleration or otherwise), and all Advances at any time an Event of Default shall have occurred and be continuing, shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times, in the case of each Advance, to the applicable interest rate in effect from time to time for such Advance plus 2% per annum, and, in the case of other amounts, to the Base Rate plus the Applicable Margin for Base Rate Advances plus 2% per annum, payable in each case upon demand.

SECTION 2.14 Taxes.

1. Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, net income taxes and franchise taxes imposed in lieu of net income taxes on it by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, net income taxes and franchise taxes imposed on it in lieu of net income taxes by the jurisdiction of such Lender's Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Administrative Agent, (i) the sum payable shall be increased (unless and to the extent that (x) the Borrower is required to deduct such Taxes because any Lender fails to comply with subsection (d) below or (y) such Taxes are imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent such Lender's assignor, if any, was entitled at the time of assignment, to receive additional amounts from the Borrower pursuant to this Section 2.14(a)) as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the ful l amount deducted to the relevant taxation authority or other authority in accordance with applicable law. Whenever any Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent a certified copy of the original receipt received by the Borrower showing payment thereof.
2. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (hereinafter referred to as "Other Taxes").
3. The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and the Lenders in question or the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, take such actions as the Borrower may reasonably request to preserve the Borrower's rights to contest such Taxes or Other Taxes, and, within 60 days following receipt of any refund of amounts with respect to Taxes or Other Taxes for which such Lenders or the Administrative Agent were previously indemnified under this Section 2.14, pay to the Borrower such refunded amounts (including any interest paid by the relevant taxing authority with respect to such amounts) to the extent of the indemnity payments made by the Borrower; provided, however, that the Borrower agrees to repay the amount paid over to the Borrower if such Lender or the Administrative Agent is required to repay such refund.
4. Prior to the date of the initial Borrowing in the case of each Bank, and on the date of the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender, and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent in writing, each Lender organized under the laws of a jurisdiction outside the United States shall provide the Administrative Agent and the Borrower with the forms prescribed by the Internal Revenue Service of the United States certifying that such Lender is exempt from or eligible for a reduced rate of United States federal withholding taxes with respect to all payments to be made to such Lender hereunder. A Lender shall deliver forms pursuant to this Section 2.14(d) showing eligibility for a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, only as a result of a change in treaty, law or regulation that occurs after the date such Lender becomes a part y to this Agreement; provided, however, that a Lender whose assignor, if any, was entitled at the time of assignment to a reduced rate of United States federal withholding tax, rather than a complete exemption therefrom, as a result of a change in treaty, law or regulation that occurred after the date such assignor became a party to this Agreement shall be entitled to deliver a form showing eligibility for a reduced rate of United States federal withholding tax to the extent that such assignor was so entitled. If for any reason during the term of this Agreement, any Lender becomes unable to submit the forms referred to above or the information or representations contained therein are no longer accurate in any material respect, such Lender shall notify the Administrative Agent and the Borrower in writing to that effect. Unless the Borrower and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower or, if the Borrower fails to do so, the Administrative Agent, shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Lender organized under the laws of a jurisdiction outside the United States. Notwithstanding any other provision of this paragraph, a Lender organized under the laws of a jurisdiction outside of the United States shall not be required to deliver any form that such Lender is not legally able to deliver.
5. Any Lender claiming any additional amounts payable pursuant to this Section 2.14 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office, change its Applicable Lending Office to another office of the Lender or take other actions customary or otherwise reasonable under the circumstances if the making of such a change or the taking of such actions would avoid the need for, or reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the sole judgment of such Lender, cause such Lender to suffer economic, legal or regulator disadvantage. Nothing in this subsection 2.14(e) shall postpone any of the obligations of the Borrower pursuant to Section 2.14.
6. Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.14 shall survive the payment in full of principal and interest hereunder.

SECTION 2.15 Sharing of Payments, Etc.

If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.07, 2.11, 2.14 or 8.04(b)) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to ( ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.16 Extension of Termination Date.

1. At least 30 but no more than 45 days prior to the end of the then-current Revolving Period, the Borrower may, by delivering a written request to the Administrative Agent (each such request being irrevocable), request that the Revolving Period be extended for an additional period of 364 days, commencing on the last day of the then-current Revolving Period. Any such notice shall also indicate whether the Borrower elects, in the event that the Lenders determine not to extend the Revolving Period as requested by the Borrower, to extend the then-stated Termination Date from the last day of the then-current Revolving Period to the first anniversary of the last day of the then-current Revolving Period (any such election to so extend the Termination Date being the "Term Election"). Upon receipt of any such notice, the Administrative Agent shall promptly communicate such request to the Lenders.
2. No earlier than 30 days prior, and no later than 20 days prior, to the end of the then-current Revolving Period, each Lender may indicate to the Administrative Agent whether the Borrower's request to so extend the then-current Revolving Period is acceptable to such Lender, it being understood that the determination by each Lender will be in its sole and absolute discretion and that the failure of any Lender to so respond within such period shall be deemed to constitute a refusal by such Lender to consent to such requests (any Lender refusing or deemed to refuse any such request, a "Non-Consenting Lender"). The Administrative Agent will notify the Borrower, in writing, of the Lenders' decisions no later than 15 days prior to the end of the then-current Revolving Period.
3. Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that Lenders having more than 50% of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to the Commitments of such Lenders. The Commitments of Non-Consenting Lenders with respect to such request shall automatically terminate on the last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof in which case the then-current Revolving Period shall be extended for such additional period with respect to such Commitments.
4. Subject to the satisfaction of the conditions set forth in Section 3.03, in the event that (i) Lenders having 50% or less of the Commitments have consented to the Borrower's request to extend the then-current Revolving Period and (ii) Commitments and Advances of Non-Consenting Lenders with respect to such request which have been assigned pursuant to Section 8.07(g) hereof, when aggregated with the Commitments of such consenting Lenders, comprise more than 50% of the Commitments, the then-current Revolving Period shall be extended for an additional period of 364 days with respect to such Commitments. The Commitments of the Non-Consenting Lenders shall automatically terminate on the last day of the then-current Revolving Period (and the principal amount of all Advances made by such Non-Consenting Lenders, together with accrued interest to such date, shall be repaid), unless assigned pursuant to Section 8.07(g) hereof.
5. Subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), in the event that any request by the Borrower pursuant to subsection (a) above shall be denied and the Borrower shall have indicated in such request that, in the event of such denial, it has determined to effect the Term Election, then, effective as of the last day of the Revolving Period, the Termination Date shall be extended to the first anniversary of such day. In addition, in the event that the Borrower shall not have requested an extension of the then-current Revolving Period pursuant to subsection (a) above, the Borrower may nonetheless make the Term Election by giving written notice to such effect to the Administrative Agent at least ten Business Days prior to the last day of the then-current Revolving Period (which shall promptly give notice thereof to the Lenders), whereupon, subject to the satisfaction of the condition set forth in Section 3.03(d)(ii), the Termination Date shall, effect ive as of such last day, be extended to the first anniversary of such last day.
6. Notwithstanding anything contained herein to the contrary, the Borrower's right to effect the Term Election as provided in either subsection (a) or (e), above, shall not affect any rights or remedies that the Lenders or the Administrative Agent may have at such time under Section 6.01 as a result of any Event of Default or Prepayment Event, or event that would constitute an Event of Default or Prepayment Event with notice or lapse of time or both, which may have occurred and then be continuing, either at the time of the giving of such notice or on the last day of the then-current Revolving Period.
7. Notwithstanding any other provision of this Agreement, the Revolving Period may be extended more than once pursuant to this Section 2.16 and the Term Election may be effected on the last day of the Revolving Period whether or not the same has been extended one or more times pursuant to this Section 2.16.

SECTION 2.17 Noteless Agreement; Evidence of Indebtedness.

1. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
2. The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Advance made hereunder, the Type thereof and the Interest Period (if any) with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.
3. The entries maintained in the accounts maintained pursuant to subsections (a) and (b) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay such obligations in accordance with their terms.
4. Any Lender may request that its Advances be evidenced by one or more promissory notes. In such event, the Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender and in a form acceptable to the Borrower and the Administrative Agent. Thereafter, the Advances evidenced by such note(s) and interest thereon shall at all times (including after any assignment pursuant to Section 8.07) be represented by notes from the Borrower, payable to the order of the payee named therein or any assignee pursuant to Section 8.07, except to the extent that any such Lender or assignee subsequently returns any such notes for cancellation and requests that such Borrowings once again be evidenced as in subsections (a) and (b) above.

ARTICLE III
CONDITIONS OF LENDING

SECTION 3.01 Conditions Precedent to Initial Advances.

The obligation of each Lender to make its initial Advance is subject to the conditions precedent that on or before the date of such Advance:

1. The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv) below), in form and substance satisfactory to the Administrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender:

1. A promissory note payable to the order of each Lender that requests one pursuant to Section 2.17;
2. Certified copies of the resolutions of the Board of Directors of the Borrower approving this Agreement, and of all documents evidencing other necessary corporate action with respect to this Agreement (other than any Commitment Increase Approvals);
3. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the Certificate of Incorporation and the By Laws of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (other than any Commitment Increase Approvals) required for the due execution, delivery and performance of this Agreement, including, without limitation, a copy of the order (File No. 70-9749) of the SEC under the Public Utility Holding Company Act of 1935 authorizing the Borrower's execution, delivery and performance of this Agreement (the "SEC Order");
4. Copies of the consolidated balance sheets of the Borrower and its subsidiaries as of December 31, 2002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its subsidiaries for the fiscal year then ended, and copies of the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2003, in each case certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistently applied;
5. A favorable opinion of counsel for the Borrower, acceptable to the Administrative Agent, substantially in the form of Exhibit C hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; and
6. A favorable opinion of King & Spalding LLP, Special New York counsel for the Administrative Agent, substantially in the form of Exhibit D hereto.

1. The Administrative Agent shall have received the fees payable pursuant to the Fee Letter.
2. The commitments of the lenders under the Existing Credit Agreement shall have been terminated, and the obligations of the Borrower under the Existing Credit Agreement to such lenders shall have been paid in full.

SECTION 3.02 Conditions Precedent to Each Borrowing.

The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing:

1. the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or Conversion, as applicable, such statements are true):

1. The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

1. The Administrative Agent shall have received such other approvals, opinions or documents with respect to the truth of the foregoing statements (i) and (ii) as any Lender through the Administrative Agent may reasonably request.

SECTION 3.03 Conditions Precedent to Each Extension of the Revolving Period.

In the event that the Borrower shall request an extension of the Revolving Period pursuant to Section 2.16, such extension shall take effect only upon the satisfaction of the following conditions precedent, together with such other conditions precedent as the extending Lenders may require in connection with such extension:

1. The Administrative Agent shall have prepared and delivered to the Borrower and each Lender (including each new bank and other financial institution to which a Non-Consenting Lender's Commitment has been assigned pursuant to Section 8.07(g) hereof) a revised Schedule II which reflects the Commitments, as applicable, of each Lender.
2. The Borrower shall have paid all fees under or referenced in Section 2.03 hereof, to the extent then due and payable.
3. The Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated by Section 2.16 as the Administrative Agent shall reasonably request, including, without limitation, copies of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the extension of the Termination Date.
4. The following statements shall be true on and as of the last day of the then-current Revolving Period:

1. The representations and warranties contained in Section 4.01 are correct, provided that, the representations contained in subsections (e) and (f) thereof are made with respect to the Borrower's Annual Report on Form 10-K most recently filed with the SEC and Quarterly Reports on Form 10-Q, if any, filed with the SEC after such Form 10-K; and
2. No event has occurred and is continuing, or would result from such extension of the Termination Date, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default with notice or lapse of time or both.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects.
2. The execution, delivery and performance by the Borrower of this Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action (other than any corporate action constituting a Commitment Increase Approval, which, on and at all times following the date of any Commitment Increase, will have been obtained and will not have been revoked), and do not contravene (i) the Borrower's charter or by-laws, (ii) law applicable to the Borrower or its properties, subject to the receipt of all Commitment Increase Approvals, or (iii) any contractual or legal restriction binding on or affecting the Borrower or its properties.
3. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than any authorization or approval or other action constituting a Commitment Increase Approval, which, on and at all times following the date of any Commitment Increase, will have been obtained and will be final and in full force and effect and not subject to appeal, rehearing, review or reconsideration) is required for the due execution, delivery and performance by the Borrower of this Agreement, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (i) the filing of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-9749 and (ii) the SEC Order.
4. This Agreement is the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
5. The consolidated financial statements of the Borrower and its subsidiaries as of December 31, 2002 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the consolidated financial statements of the Borrower and its subsidiaries as of March 31, 2003, and for the three-month period ended on such date set forth in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such statements dated March 31, 2003, to year-end adjustments) the consolidated financial condition of the Borrower and its subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its subsidiaries for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2003, since December 31, 2002, there has been no material adverse change in the financial condition or operations of the Borrower.
6. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2003, there is no pending or threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that, if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or on its ability to perform its obligations under this Agreement, or that purports to affect the legality, validity, binding effect or enforceability of this Agreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect.
7. No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both.
8. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and not more than 25% of the value of the assets of the Borrower and its subsidiaries subject to the restrictions of Section 5.02(a), (c) or (d) is, on the date hereof, represented by margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System).
9. The Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and is registered under, the Public Utility Holding Company Act of 1935.
10. No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole.
11. Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.
12. The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under ERISA to any Multiemployer Plan.

ARTICLE V
COVENANTS OF THE BORROWER

SECTION 5.01 Affirmative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

1. Keep Books; Corporate Existence; Maintenance of Properties; Compliance with Laws; Insurance; Taxes; Inspection Rights.

1. keep proper books of record and account, all in accordance with generally accepted accounting principles;
2. except as otherwise permitted by Section 5.02(c), preserve and keep in full force and effect its existence and preserve and keep in full force and effect its licenses, rights and franchises to the extent necessary to carry on its business;
3. maintain and keep, or cause to be maintained and kept, its properties in good repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements, in each case to the extent such properties are not obsolete and not necessary to carry on its business;
4. comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws;
5. maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Administrative Agent, within a reasonable time after written request therefor, such information as to the insurance carried as any Lender, through the Administrative Agent, may reasonably request;
6. pay and discharge its obligations and liabilities in the ordinary course of business, except to the extent that such obligations and liabilities are being contested in good faith by appropriate proceedings; and
7. from time to time upon reasonable notice, permit or arrange for the Administrative Agent, the Lenders and their respective agents and representatives to inspect the records and books of account of the Borrower and its subsidiaries during regular business hours.

1. Use of Proceeds. The Borrower may use the proceeds of the Borrowings for only (i) general corporate purposes and (ii) subject to the terms and conditions of this Agreement, repurchases of common stock of the Borrower and/or investments in nonregulated and/or nonutility businesses.
2. Reporting Requirements. Furnish to the Lenders:

1. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, (A) consolidated balance sheets of the Borrower and its subsidiaries as of the end of such quarter and (B) consolidated statements of income and retained earnings of the Borrower and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
2. as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual report for such year for the Borrower and its subsidiaries, containing consolidated financial statements for such year certified without qualification by Deloitte & Touche LLP (or such other nationally recognized public accounting firm as the Administrative Agent may approve), and certified by a duly authorized officer of the Borrower as having been prepared in accordance with generally accepted accounting principles, consistently applied;
3. as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower and within 120 days after the end of the fiscal year of the Borrower, a certificate of a duly authorized officer of the Borrower, stating that no Prepayment Event or Event of Default has occurred and is continuing, or if a Prepayment Event or an Event of Default has occurred and is continuing, a statement setting forth details of such Prepayment Event or Event of Default, as the case may be, and the action that the Borrower has taken and proposes to take with respect thereto;
4. as soon as possible and in any event within five days after the Borrower has knowledge of the occurrence of each Prepayment Event, Event of Default and each event that, with the giving of notice or lapse of time or both, would constitute a Prepayment Event or an Event of Default, continuing on the date of such statement, a statement of the duly authorized officer of the Borrower setting forth details of such Prepayment Event or Event of Default or event, as the case may be, and the actions that the Borrower has taken and proposes to take with respect thereto;
5. as soon as possible and in any event within five days after the Borrower receives notice of the commencement of any litigation against, or any arbitration, administrative, governmental or regulatory proceeding involving, the Borrower or any of its subsidiaries, that, if adversely determined, could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, business, properties or prospects of the Borrower, notice of such litigation describing in reasonable detail the facts and circumstances concerning such litigation and the Borrower's or such subsidiary's proposed actions in connection therewith;
6. promptly after the sending or filing thereof, copies of all reports that the Borrower sends to any of its securities holders, and copies of all reports and registration statements which the Borrower files with the SEC or any national securities exchange pursuant to the Securities Act of 1933 or the Exchange Act, and of all certificates pursuant to Rule 24 which the Borrower files with the SEC pursuant to the Public Utility Holding Company Act of 1935 in connection with the proceeding of the SEC in File No. 70-9749 related to the SEC Order or any subsequent proceedings related thereto;
7. as soon as possible and in any event (A) within 30 days after the Borrower knows or has reason to know that any ERISA Termination Event described in clause (i) of the definition of ERISA Termination Event with respect to any ERISA Plan has occurred and (B) within 10 days after the Borrower knows or has reason to know that any other ERISA Termination Event with respect to any ERISA Plan has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Termination Event and the action, if any, that the Borrower proposes to take with respect thereto;
8. promptly and in any event within two Business Days after receipt thereof by the Borrower from the PBGC, copies of each notice received by the Borrower of the PBGC's intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan;
9. promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each ERISA Plan;
10. promptly and in any event within five Business Days after receipt thereof by the Borrower from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower concerning the imposition of withdrawal liability pursuant to Section 4202 of ERISA;
11. promptly and in any event within five Business Days after Moody's or S&P has changed any Senior Debt Rating of any Significant Subsidiary, notice of such change; and
12. such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

1. Interest Coverage Ratio. As of the end of each fiscal quarter of the Borrower, maintain an Interest Coverage Ratio of not less than 2.0:1.0.

SECTION 5.02 Negative Covenants.

So long as any amount payable by the Borrower hereunder shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, without the written consent of the Majority Lenders:

1. Liens, Etc. Create or suffer to exist any Lien upon or with respect to any of its properties (including, without limitation, any shares of any class of equity security of any of its Significant Subsidiaries or of Entergy New Orleans), in each case to secure or provide for the payment of Debt, other than: (i) Liens in existence on the date of this Agreement; (ii) Liens for taxes, assessments or governmental charges or levies to the extent not past due, or which are being contested in good faith in appropriate proceedings diligently conducted and for which the Borrower has provided adequate reserves for the payment thereof in accordance with generally accepted accounting principles; (iii) pledges or deposits in the ordinary course of business to secure obligations under worker's compensation laws or similar legislation; (iv) other pledges or deposits in the ordinary course of business (other than for borrowed monies) that, in the aggregate, are not mate rial to the Borrower; (v) purchase money mortgages or other liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted; (vii) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $ 100,000,000 at any one time and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred in the foregoing clauses (i) through (vi) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) shall be placed upon any shares of any class of equity security of any Significant Subsidiary or of Entergy New Orleans unless the obligations of the Borrower to the Lenders hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lende rs.
2. Limitation on Debt. Permit the total principal amount of all Debt of the Borrower and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization determined as of the last day of the most recently ended fiscal quarter of the Borrower; provided, however, that for purposes of this Section 5.02(b) "Debt" and "Capitalization" shall not include (i) Junior Subordinated Debentures issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization" and (ii) any Debt of any subsidiary of the Borrower that is Non-Recourse Debt.
3. Mergers, Etc. Merge with or into or consolidate with or into any other Person, except that the Borrower may merge with any other Person, provided that, immediately after giving effect to any such merger, (i) the Borrower is the surviving corporation or (A) the surviving corporation is organized under the laws of one of the states of the United States of America and assumes the Borrower's obligations hereunder in a manner acceptable to the Majority Lenders, and (B) after giving effect to such merger, the senior unsecured long-term debt of such Person shall be at least BBB- and Baa3, (ii) no event shall have occurred and be continuing that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) the Borrower shall not be liable with respect to any Debt or allow its property to be subject to any Lien which would not be permiss ible with respect to it or its property under this Agreement on the date of such transaction.
4. Disposition of Assets. Cause a Stock Disposition with respect to any Significant Subsidiary, or permit any Significant Subsidiary to cause a Stock Disposition with respect to any other Person, except to the Borrower or a Significant Subsidiary, unless such Stock Disposition is pursuant, required or related to any regulatory authority and/or governing body pertaining (1) to the organization or formation of a regional transmission organization or (2) to the separation or disaggregation of generation, transmission and/or distribution assets, and within 180 days of such Stock Disposition, the Borrower applies (or causes such Significant Subsidiary to apply) all of the Net Available Cash from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Borrower and/or Debt of one or more Domestic Regulated Utility Subsidiaries that remain a subsidiary of the Borrower and/or (ii) to reinvest in the busin ess of one or more Domestic Regulated Utility Subsidiaries of the Borrower.

ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES

SECTION 6.01 Events of Default.

Each of the following events shall constitute an "Event of Default" hereunder:

1. The Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay interest thereon or any other amount payable under this Agreement within three Business Days after the same becomes due and payable; or
2. Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement shall prove to have been incorrect or misleading in any material respect when made; or
3. The Borrower shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b), 5.01(d) or 5.02 or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or
4. The Borrower shall fail to pay any principal of or premium or interest on any Debt of the Borrower that is outstanding in a principal amount in excess of $50,000,000 in the aggregate (but excluding Debt hereunder) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
5. The Borrower, any Significant Subsidiary or Entergy New Orleans shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, any Significant Subsidiary or Entergy New Orleans seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Significant Subsidiary or Entergy New Orleans shall take any corporate action to authorize or to consent to any of the actions set forth above in this subsection (e); or
6. Any judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or
7. (i)  An ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code of 1986 for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code of 1986, or (ii) an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or (iii) the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of an ERISA Plan under Section 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or an ERISA Plan, or (iv) any ERISA Termination Event with respect to an ERISA Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and in the case of any event described in clau ses (i) through (iv), (A) such event (if correctable) shall not have been corrected and (B) the then-present value of such ERISA Plan's vested benefits exceeds the then-current value of assets accumulated in such ERISA Plan by more than the amount of $25,000,000 (or in the case of an ERISA Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount).

SECTION 6.02 Remedies.

If any Prepayment Event or Event of Default shall occur and be continuing, then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower, any Significant Subsidiary or E ntergy New Orleans under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII
THE AGENT

SECTION 7.01 Authorization and Action.

Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent ag rees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02 Administrative Agent's Reliance, Etc.

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, c ovenants or conditions of this Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; and (v) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 7.03 Citibank and Affiliates.

With respect to its Commitment and the Advances made by it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its subsidiaries and any Person who may do business with or own securities of the Borrower or any such subsidiary, all as if Citibank were not the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 7.04 Lender Credit Decision.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05 Indemnification.

The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Advances then outstanding to each of them (or if no Advances are at the time outstanding, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that such expenses are reimbursable by the Borrower but for which the Administrative Agent is not reimbursed by the Borrower.

SECTION 7.06 Successor Administrative Agent.

The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which, for so long as no Prepayment Event or Event of Default has occurred and is continuing, shall be a Lender and shall be approved by the Borrower (with such approval not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Majority Lenders and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank orga nized under the laws of the United States or of any other country that is a member of the OECD having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if no Prepayment Event or Event of Default, and no event that with the giving of notice or the passage of time, or both, would constitute a Prepayment Event or an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01 Amendments, Etc.

No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders (other than any Lender that is the Borrower or an Affiliate of the Borrower), do any of the following: (a) waive any of the conditions specified in Section 3.01, 3.02 or 3.03, (b) increase the Commitments of the Lenders (other than pursuant to Section 2.04(c)) or subject the Lenders to any additional obligations, (c) reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (d) other than pursuant to Section 2.16 hereof, postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, (e) other than pursuant to Section 2.04(b) or Section 2.16 hereof, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or the number of Lenders that shall be required for the Lenders or any of them to take any action hereunder or (f) amend this Section 8.01 or Section 2.16; and provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement, and provided further, that this Agreement may be amended and restated without the consent of any Lender or the Administrative Agent if, upon giving effect to such amendment and restatement, such Lender or the Administrative Agent, as the case may be, shall no longer be a party to this Agreement (as so amended and restated) or have any Commitment or other obligation hereunder and shall have been paid in full all amounts payable hereunder to such Lender or the Administrative Agent, as the case may be.

SECTION 8.02 Notices, Etc.

All notices and other communications provided for hereunder shall be in writing (including telecopier, telegraphic, telex or cable communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, if to the Borrower, at its address at 639 Loyola Avenue, New Orleans, LA 70113, Attention: Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address at Two Penns Way, Suite 200, New Castle, Delaware 19720, Attention: Bank Loan Syndications, Paul Joseph (Telephone: 302-894-6016, Telecopier: 302-894-6120); or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective when deposi ted in the mails, telecopied, delivered to the telegraph company, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Except as otherwise provided in Section 5.01(c), notices and other communications given by the Borrower to the Administrative Agent shall be deemed given to the Lenders.

SECTION 8.03 No Waiver; Remedies.

No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04 Costs and Expenses; Indemnification.

1. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, delivery, syndication administration, modification and amendment of this Agreement and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities under this Agreement. Any invoices to the Borrower with respect to the aforementioned expenses shall describe such costs and expenses in reasonable detail. The Borrower further agrees to pay on demand all costs and expenses, if any (including, without limitation, counsel fees and expenses of outside counsel and of internal counsel), incurred by the Administrative Agent and the Lenders in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of, and the protection of the rights of the Lenders under, this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 8.04(a).
2. If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.04(c)(iii), 2.08(d), 2.09, 2.10 or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.02, assignment to another Lender upon demand of the Borrower pursuant to Section 8.07(g) or (h) or for any other reason, the Borrower shall, upon demand by any Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (including loss of anticipated profits upon such Lender's representation to the Borrower that it has made reasonable efforts to mitigate such loss), cost or expense incurred by re ason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. Any Lender making a demand pursuant to this Section 8.04(b) shall provide the Borrower with a written certification of the amounts required to be paid to such Lender, showing in reasonable detail the basis for the Lender's determination of such amounts; provided, however, that no Lender shall be required to disclose any confidential or proprietary information in any certification provided pursuant hereto, and the failure of any Lender to provide such certification shall not affect the obligations of the Borrower hereunder.
3. The Borrower hereby agrees to indemnify and hold each Lender, the Administrative Agent and their respective Affiliates and their respective officers, directors, employees and professional advisors (each, an "Indemnified Person") harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable attorney's fees and expenses, whether or not such Indemnified Person is named as a party to any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) that any of them may incur or which may be claimed against any of them by any Person or entity by reason of or in connection with the execution, delivery or performance of this Agreement or any transaction contemplated hereby, or the use by the Borrower or any of its subsidiaries of the proceeds of any Advance, except that no Indemnified Person shall be entitled to any indemnification hereunder to the extent that such claims, damag es, losses, liabilities, costs or expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower's obligations under this Section 8.04(c) shall survive the repayment of all amounts owing to the Lenders and the Administrative Agent under this Agreement and the termination of the Commitments. If and to the extent that the obligations of the Borrower under this Section 8.04(c) are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The Borrower also agrees not to assert any claim against any Lender, any of such Lender's affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

SECTION 8.05 Right of Set-off.

Upon (i) the occurrence and during the continuance of any Prepayment Event or Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.02 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.02, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application made by such Lender, provi ded that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

SECTION 8.06 Binding Effect.

This Agreement shall become effective when it shall have been executed by the Borrower, the Lenders and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 8.07 Assignments and Participations.

1. Each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (iii) the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000 (or shall be the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, estimated by the Administrative Agent and advised to such parties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by i t pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender at any time may assign all or any portion of its rights and obligations under this Agreement to any Affiliate or Approved Fund of such Lender.
2. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a cop y of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement a re required to be performed by it as a Lender.
3. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
4. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
5. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement.
6. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender.
7. If any Lender shall fail to consent to the extension of the Termination Date pursuant to Section 2.16, then upon notification by the Administrative Agent of such Lender's refusal pursuant to Section 2.16(b), the Borrower may demand that such Lender assign, prior to the last day of the then-current Revolving Period, in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it. If any such assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignee for all of such Lender's Commitment or Advances, then such Lender may assign, prior to the last day of the then-current Revolving Period, such Commitment and Advances to any other assignee acceptable to the Administrative Agent in accordance with this Section 8.0 7; it being understood for purposes of this Section 8.07(g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an assignee designated by the Borrower, if such assignee (i) shall agree to such assignment in substantially the form of Exhibit B hereto and (ii) shall offer compensation to such Lender in an amount equal to the sum of the principal amount of all Advances outstanding to such Lender plus all interest accrued thereon to the date of such payment plus all other amounts payable by the Borrower to such Lender hereunder (whether or not then due) as of the date of such payment accrued in favor of such Lender hereunder.
8. If any Lender shall make any demand for payment under Section 2.11 or 2.14, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.12, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances; provided, however, that the Borrower shall pay to the Administrative Agent the $3,500 administrative fee payable pursuant to clause (iv) of subsection (a) above if such assignee is not a Lender immediately prior to such assignment. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Sections 2.04 and 2.10 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.11(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons.
9. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.
10. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.11 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidat ion proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(j) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.
SECTION 8.08 Governing Law.

THIS AGREEMENT AND ANY NOTE ISSUED PURSUANT TO SECTION 2.17 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8.09 Consent to Jurisdiction; Waiver of Jury Trial.
1. To the fullest extent permitted by law, the Borrower hereby irrevocably (i) submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court or in such Federal court. The Borrower hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Borrower also irrevocably consents, to the fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees, to the fullest extent permitted by law, that a final judgment in any such act ion or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
2. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER.
SECTION 8.10 Execution in Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ENTERGY CORPORATION

By /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

CITIBANK, N.A.,
as Administrative Agent and Bank

By /s/ Anita J. Brickell
Name: Anita J. Brickell
Title: Vice President

BANKS

ABN AMRO BANK N.V.

By /s/ John J. Mack 
Name: John J. Mack
Title: Senior Vice President

By /s/ Frank T.J. Van Deur 
Name: Frank T.J. Van Deur
Title: Vice President

BANK ONE, N.A.

By /s/ Sharon K. Webb 
Name: Sharon K. Webb
Title: Associate Director

BNP PARIBAS

By /s/ Mark A. Renaud 
Name: Mark A. Renaud
Title: Managing Director

By /s/ Timothy F. Vincent 
Name: Timothy F. Vincent
Title: Vice President

THE BANK OF NEW YORK

By /s/ John N. Watt 
Name: John N. Watt
Title: Vice President

BARCLAYS BANK PLC

By /s/ Sydney G. Dennis 
Name: Sydney G. Dennis
Title: Director

JPMORGAN CHASE BANK

By /s/ Michael J. DeForge 
Name: Michael J. DeForge
Title: Vice President

By
Name:
Title:

                                                                                                                        KEYBANK NATIONAL ASSOCIATION

By /s/ Sherrie I. Manson
Name: Sherrie I. Manson
Title: Vice President

MORGAN STANLEY BANK

By /s/ Jaap L. Tonckens
Name: Jaap L. Tonckens
Title: Vice President
Morgan Stanley Bank

THE ROYAL BANK OF SCOTLAND PLC

By /s/ Maria Amaral - LeBlanc
Name: Maria Amaral - LeBlanc
Title: Senior Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION

By /s/ Daniel Evans
Name: Daniel Evans
Title: Managing Director

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH

By /s/ S. William Fox
Name: S. William Fox
Title: Director

By /s/ Guy M. Baron
Name: Guy M. Baron
Title: Associate

MELLON BANK, N.A.

By /s/ Roger E. Howard
Name: Roger E. Howard
Title: Vice President

REGIONS BANK

By /s/ Jim Schmalz
Name: Jim Schmalz
Title: Vice President

SOCIETE GENERALE

By /s/ Wayne Hosang
Name: Wayne Hosang
Title: Vice President

UNION BANK OF CALIFORNIA, N.A.

By /s/ Chad L. Canfield
Name: Chad L. Canfield
Title: Vice President

THE BANK OF NOVA SCOTIA

By /s/ Denis P. O'Meara
Name: Denis P. O'Meara
Title: Managing Director

COBANK, ACB

By /s/ Cathleen D. Reed
Name: Cathleen D. Reed
Title: Assistant Vice President

CREDIT LYONNAIS NEW YORK BRANCH

By /s/ Phillippe Soustra
Name: Phillippe Soustra
Title: Executive Vice President

DEUTSCHE BANK AG NEW YORK BRANCH

By /s/ Phillippe Sandmeier
Name: Phillippe Sandmeier
Title: Director

By /s/ Oliver Riedinger
Name: Oliver Riedinger
Title: Vice President

BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

By /s/ Sebastian Beuerle
Name: Sebastian Beuerle
Title: Associate Director

By /s/ Marianne Weinzinger
Name: Marianne Weinzinger
Title: Director

KBC BANK N.V.

By /s/ Jean-Pierre Diels
Name: Jean-Pierre Diels
Title: First Vice President

By /s/ Eric Raskin
Name: Eric Raskin
Title: Vice President

LEHMAN BROTHERS BANK, FSB

By /s/ Gary T. Taylor
Name: Gary T. Taylor
Title: Vice President

MIZUHO CORPORATE BANK LIMITED

By /s/ Jun Shimmachi
Name: Jun Shimmachi
Title: Vice President

WEST LB AG, NEW YORK BRANCH, formerly known as WESTDEUTSCHE LANDESBANK GRIROZENTRALE, NEW YORK BRANCH

By /s/ Duncan M. Robertson
Name: Duncan M. Robertson
Title: Director

By /s/ Salvatore Battinelli
Name: Salvatore Battinelli
Title: Managing Director
Credit Department

SCHEDULE I

LIST OF APPLICABLE LENDING OFFICES

ENTERGY CORPORATION

U.S. $1,450,000,000 Credit Agreement

Name of Bank	Domestic Lending Office	Eurodollar Lending Office
ABN AMRO Bank N.V.	135 South LaSalle Street Suite 2805 Chicago, IL 60603 Attn: Credit Administration Telephone: 312-904-8835 Fax: 312-904-8840	135 South LaSalle Street Suite 2805 Chicago, IL 60603 Attn: Credit Administration Telephone: 312-904-8835 Fax: 312-904-8840
Bank One, N.A. (Main Office - Chicago)	1 Bank One Plaza, Suite IL1-0634 Chicago, IL 60670 Attn: Mattie Flournoy, Client Service Associate Telephone: 312-732-5219 Fax: 312-732-4840	1 Bank One Plaza, Suite IL1-0634 Chicago, IL 60670 Attn: Mattie Flournoy, Client Service Associate Telephone: 312-732-5219 Fax: 312-732-4840
Barclays Bank PLC	200 Park Avenue 4th Floor New York, NY 10166	200 Park Avenue 4th Floor New York, NY 10166
Bayerische Hypo-und Vereinsbank AG, New York Branch	Bayerische Hypo-und Vereinsbank AG, New York Branch 150 East 42nd Street New York, NY 10017	Bayerische Hypo-und Vereinsbank AG, Grand Cayman Branch c/o Bayerische Hypo-und Vereinsbank AG 150 East 42nd Street New York, NY 10017
BNP Paribas	787 Seventh Avenue New York, N.Y. 10019 Telephone: 212-841-2000 Fax: 212-841-2555	787 Seventh Avenue New York, N.Y. 10019 Telephone: 212-841-2000 Fax: 212-841-2555
Citibank, N.A.	One Court Square Seventh Floor, Zone 1 Long Island City, NY 11120 Attn: John Mann Telephone: 718-248-4504 Fax: 718-248-4844	One Court Square Seventh Floor, Zone 1 Long Island City, NY 11120 Attn: John Mann Telephone: 718-248-4504 Fax: 718-248-4844
CoBank, ACB	5500 South Quebec Street Greenwood Village, CO 80111	5500 South Quebec Street Greenwood Village, CO 80111
Credit Lyonnais New York Branch	1301 Avenue of the Americas New York, NY 10019	1301 Avenue of the Americas New York, NY 10019
Credit Suisse First Boston, Cayman Islands Branch	Eleven Madison Avenue New York, NY 10010	Eleven Madison Avenue New York, NY 10010
Deutsche Bank AG New York Branch	31 West 52nd Street New York, N.Y. 10019	31 West 52nd Street New York, N.Y. 10019
JPMorgan Chase Bank	1 Chase Manhattan Plaza, 8th Floor New York, N.Y. 10081 Attn: Thomas Albertelli Telephone: 212-552-7451 Fax: 212-552-5701	1 Chase Manhattan Plaza, 8th Floor New York, N.Y. 10081 Attn: Thomas Albertelli Telephone: 212-552-7451 Fax: 212-552-5701
KBC Bank N.V.	KBC Bank N.V. New York Branch 125 West 55th Street New York, NY 10019	KBC Bank N.V. New York Branch 125 West 55th Street New York, NY 10019
KeyBank National Association	127 Public Square Mailcode: OH-01-27-0606 Cleveland, Ohio 44114-1306	127 Public Square Mailcode: OH-01-27-0606 Cleveland, Ohio 44114-1306
Lehman Brothers Bank, FSB	745 7th Avenue New York, N.Y. 10019	745 7th Avenue New York, N.Y. 10019
Mellon Bank, N.A.	Three Mellon Center, Room 1203 Pittsburgh, PA 15259-0003 Attn: Brenda Leierzapf Telephone: 412-234-8161 Fax: 412-209-6146	Three Mellon Center, Room 1203 Pittsburgh, PA 15259-0003 Attn: Brenda Leierzapf Telephone: 412-234-8161 Fax: 412-209-6146
Mizuho Corporate Bank Limited	1221 McKinney Street Suite 4100 Houston, TX 77010	1221 McKinney Street Suite 4100 Houston, TX 77010
Morgan Stanley Bank	1585 Broadway New York N.Y. 10036	1585 Broadway New York N.Y., 10036
Regions Bank	301 St. Charles Avenue New Orleans, LA 70130	301 St. Charles Avenue New Orleans, LA 70130
Societe Generale	560 Lexington Avenue New York, N.Y. 10022 Attn: Margaret Ayala Telephone: 212-278-6971 Fax: 212-278-7490 or 212-278-7343	560 Lexington Avenue New York, N.Y. 10022 Attn: Margaret Ayala Telephone: 212-278-6971 Fax: 212-278-7490 or 212-278-7343
The Bank of New York	One Wall Street New York, NY 10286 Attn: Steve Kalachman Telephone: 212-635-7547 Fax: 212-635-7923	One Wall Street New York, NY 10286 Attn: Steve Kalachman Telephone: 212-635-7547 Fax: 212-635-7923
The Bank of Nova Scotia	The Bank of Nova Scotia Atlanta Agency 600 Peachtree Street N.E. Suite 2700 Atlanta, GA 30308	The Bank of Nova Scotia Atlanta Agency 600 Peachtree Street N.E. Suite 2700 Atlanta, GA 30308
The Royal Bank of Scotland plc	101 Park Avenue 12th Floor New York, NY 10178 Attn: Sheila Shaw/ Juanita Baird Telephone: 212-401-1406/1420 Fax: 212-401-1336	101 Park Avenue 12th Floor New York, NY 10178 Attn: Sheila Shaw/ Juanita Baird Telephone: 212-401-1406/1420 Fax: 212-401-1336
Union Bank of California, N.A.	445 South Figueroa Street 15th Floor Los Angeles, CA 90071	445 South Figueroa Street 15th Floor Los Angeles, CA 90071
Wachovia Bank, National Association	191 Peachtree Street Atlanta, Georgia 30303 Attn: Loan Administration	191 Peachtree Street Atlanta, Georgia 30303 Attn: Loan Administration
West LB AG, New York Branch, formerly known as Westdeutsche Landesbank Girozentrale, New York Branch	1211 Avenue of the Americas New York, NY 10036	1211 Avenue of the Americas New York, NY 10036

SCHEDULE II

COMMITMENT SCHEDULE

Name of Lender	Commitment Amount
Citibank, N.A.	$125,000,000
ABN AMRO Bank N.V.	$120,000,000
Bank One, N.A.	$120,000,000
BNP Paribas	$120,000,000
The Bank of New York	$ 70,000,000
Barclays Bank PLC	$ 70,000,000
JPMorgan Chase Bank	$ 70,000,000
KeyBank National Association	$ 70,000,000
Morgan Stanley Bank	$ 70,000,000
The Royal Bank of Scotland plc	$ 70,000,000
Wachovia Bank, National Association	$ 70,000,000
Credit Suisse First Boston, Cayman Islands Branch	$ 50,000,000
Mellon Bank, N.A.	$ 50,000,000
Regions Bank	$ 50,000,000
Societe Generale	$ 50,000,000
Union Bank of California, N.A.	$ 50,000,000
The Bank of Nova Scotia	$ 25,000,000
CoBank, ACB	$ 25,000,000
Credit Lyonnais New York Branch	$ 25,000,000
Deutsche Bank AG New York Branch	$ 25,000,000
Bayerische Hypo-und Vereinsbank AG, New York Branch	$ 25,000,000
KBC Bank N.V.	$ 25,000,000
Lehman Brothers Bank, FSB	$ 25,000,000
Mizuho Corporate Bank Limited	$ 25,000,000
West LB AG, New York Branch, formerly known as Westdeutsche Landesbank Girozentrale, New York Branch	$ 25,000,000
Total Commitment:	$1,450,000,000

EXHIBIT A-1

FORM OF NOTICE OF BORROWING

Citibank, N.A., as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of May 15, 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 2.02(a) of the Credit Agreement:

1. The Business Day of the Proposed Borrowing is , 20   .
2. The Type of Advances to be made in connection with the Proposed Borrowing is [Base Rate Advances] [Eurodollar Rate Advances].
3. The aggregate amount of the Proposed Borrowing is $ .
4. The Interest Period for each Eurodollar Rate Advance made as part of the Proposed Borrowing is ___ month[s].

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

1. the representations and warranties contained in Section 4.01 of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and
2. no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT A-2

FORM OF NOTICE OF CONVERSION

Citibank, N.A., as Administrative Agent
for the Lenders parties
to the Credit Agreement
referred to below
Two Penns Way, Suite 200
New Castle, Delaware 19720

[Date]

Attention: Bank Loan Syndications

Ladies and Gentlemen:

The undersigned, Entergy Corporation, refers to the Credit Agreement, dated as of May 15, 2003 (the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto and Citibank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.09 of the Credit Agreement, that the undersigned hereby requests a Conversion under the Credit Agreement, and in that connection sets forth below the information relating to such Conversion (the "Proposed Conversion") as required by Section 2.09 of the Credit Agreement:

1. The Business Day of the Proposed Conversion is __________, _____.
2. The Type of Advances comprising the Proposed Conversion is [Base Rate Advances] [Eurodollar Rate Advances].
3. The aggregate amount of the Proposed Conversion is $__________.
4. The Type of Advances to which such Advances are proposed to be Converted is [Base Rate Advances] [Eurodollar Rate Advances].
5. The Interest Period for each Advance made as part of the Proposed Conversion is ___ month(s).

The undersigned hereby represents and warrants that the following statements are true on the date hereof, and will be true on the date of the Proposed Conversion:

1. The Borrower's request for the Proposed Conversion is made in compliance with Section 2.09 of the Credit Agreement; and
2. The statements contained in Section 3.02 of the Credit Agreement are true.

Very truly yours,

ENTERGY CORPORATION

By
Name:
Title:

EXHIBIT B

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated ___________, 20__

Reference is made to the Credit Agreement, dated as of May 15, 2003 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as Administrative Agent for the Lenders (the "Administrative Agent"). Terms defined in the Credit Agreement are used herein with the same meaning.

____________ (the "Assignor") and ___________ (the "Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee without recourse, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor's Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the Advances owing to the Assignee will be as set forth in Section b of Schedule 1.
2. The Assignor (A) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (B) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; and (C) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. Except as specified in this Section b, the assignment hereunder shall be without recourse to the Assignor.
3. The Assignee (A) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (B) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (C) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (D) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (E) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set forth beneath its name on the signature pages hereof [and (F) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that it is exempt from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement].¹
4. Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the "Effective Date"); provided, however, that in no event shall this Assignment and Acceptance become effective prior to the payment for the processing and recordation fee to the Administrative Agent as provided in Section 8.07(a) of the Credit Agreement.
5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (A) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (B) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.
7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Assignment and Acceptance may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were up on the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto.

[NAME OF ASSIGNOR]

By
Name:
Title:

[NAME OF ASSIGNEE]

By
Name:
Title:

Domestic Lending Office (and
address for notices):
[Address]

Eurodollar Lending Office:
[Address]

Accepted this ___ day
of ___________, 20__

CITIBANK, N.A., as Administrative Agent

By
Name:
Title:

Schedule 1
to
Assignment and Acceptance

Dated __________, 20__

Section (a)
Percentage Interest:	%
Section (b)
Assignee's Commitment:	$
Aggregate Outstanding Principal
Amount of Advances owing to the Assignee:	$
Section (c)
Effective Date1: _________, 20__

1.  This date should be no earlier than the date of acceptance by the Administrative Agent. 

EXHIBIT C

FORM OF OPINION OF
COUNSEL FOR THE BORROWER

[Date]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Citibank, N.A., as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Credit Agreement, dated as of May 15, 2003, by and among the Borrower, the Banks parties thereto and Citibank, N.A., as Administrative Agent. This opinion is furnished to you at the request of the Borrower pursuant to Section 3.01(a)(v) of the Credit Agreement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Credit Agreement are used herein as therein defined.

In such capacity, I have examined:

1. Counterparts of the Credit Agreement, executed by the Borrower;
2. The Certificate of Incorporation of the Borrower (the "Charter");
3. The Bylaws of the Borrower (the "Bylaws");
4. A certificate of the Secretary of State of the State of Delaware, dated May __, 2003, attesting to the continued corporate existence and good standing of the Borrower in that State;
5. A Certificate of the Secretary of State of the State of Louisiana, dated May __, 2003, attesting that the Borrower is a foreign corporation duly qualified to conduct business in that state;
6. A copy of the Order dated [April 3, 2001] of the Securities and Exchange Commission (File No. 70-9749) under the Public Utility Holding Company Act of 1935 (the "SEC Order"); and
7. The other documents furnished by the Borrower to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement.

I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was c reated, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto.

As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Credit Agreement and certificates delivered upon the execution and delivery of the Credit Agreement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein.

Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed.

On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that:

1. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification.
2. The execution, delivery and performance by the Borrower of the Credit Agreement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action (other than any corporate action constituting a Commitment Increase) and do not contravene (i) the Charter or the Bylaws or (ii) law, subject to the receipt of all Commitment Increase Approvals, or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Credit Agreement has been duly executed and delivered on behalf of the Borrower.
3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body (other than any authorization or approval or other action constituting a Commitment Increase Approval), is required for the due execution, delivery and performance by the Borrower of the Credit Agreement, except for the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal.
4. Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and in the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2003, there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Credit Agreement, or that purports to affect the legality, validity, binding effect or enforceability of the Credit Agreement. To the best of my knowledge, after inquiry, there has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect.
5. The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended.
6. The Credit Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.

My opinions above are subject to the following qualifications:

1. My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law.
2. My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you.
3. My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Credit Agreement.
4. My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Credit Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest LLP, is being provided to you contemporaneously herewith.

Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter.

I am licensed to practice law only in the State of Louisiana and, except as otherwise provided herein, my role as counsel to the Borrower is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein.

My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs.

This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from us, except that (A) Thelen Reid & Priest LLP may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law, (B) King & Spalding LLP hereby is authorized to rely on this letter in the rendering of their opinion to the Lenders dated as of the date hereof; and (C) any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Credit Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Credit Agreement.

Very truly yours,

Denise C. Redmann
Assistant General Counsel

EXHIBIT D

OPINION OF SPECIAL NEW YORK
COUNSEL TO THE AGENT

[DATE]

To each of the Lenders parties to the
Credit Agreement referred to below,
and to Citibank, N.A., as Administrative Agent

Entergy Corporation

Ladies and Gentlemen:

We have acted as special New York counsel to Citibank, N.A., individually and as Administrative Agent, in connection with the preparation, execution and delivery of the Credit Agreement, dated as of May 15, 2003 (the "Credit Agreement"), among Entergy Corporation, the Banks parties thereto and Citibank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined.

In this connection, we have examined the following documents:

1. a counterpart of the Credit Agreement, executed by the parties thereto; and
2. the other documents furnished to the Administrative Agent pursuant to Section 3.01(a) of the Credit Agreement, including (without limitation) the opinion (the "Opinion") of Denise C. Redmann, counsel to the Borrower.

In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the parties executing such documents and the conformity to the originals of all such documents submitted to us as copies. We have also assumed that you have independently evaluated, and are satisfied with, the creditworthiness of the Borrower and the business terms reflected in the Credit Agreement. We have relied, as to factual matters, on the documents we have examined.

To the extent that our opinions expressed below involve conclusions as to matters governed by law other than the law of the State of New York, we have relied upon the Opinion and have assumed without independent investigation the correctness of the matters set forth therein, our opinions expressed below being subject to the assumptions, qualifications and limitations set forth in the Opinion.

Based upon and subject to the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Credit Agreement is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

Our opinion is subject to the following qualifications:

1. The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors' rights generally.
2. The enforceability of the Borrower's obligations under the Credit Agreement is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). Such principles of equity are of general application, and, in applying such principles, a court, among other things, might not allow a contracting party to exercise remedies in respect of a default deemed immaterial, or might decline to order an obligor to perform covenants.
3. We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties is determined to have constituted negligence.
4. We express no opinion herein as to (A) Section 8.05 of the Credit Agreement, (B) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (C) the availability of specific performance or other equitable remedies, (D) the enforceability of rights to indemnity under federal or state securities laws or (E) the enforceability of waivers by parties of their respective rights and remedies under law.
5. Our opinions expressed above are limited to the law of the State of New York, and we do not express any opinion herein concerning any other law.

The foregoing opinion is solely for your benefit and may not be relied upon by any other person or entity, other than any Person that may become a Lender under the Credit Agreement after the date hereof.

Very truly yours,

EX-4 5 a4d.txt 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 pursuant to and as contemplated by 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 fourth series to be issued under the Indenture shall be designated "6.58% Senior Notes due May 15, 2010" (the "Senior Notes"). All capitalized terms used in this certificate which are not defined herein shall have the meanings set forth in Exhibit A hereto; all capitalized terms used in this certificate which are not defined herein or in Exhibit A hereto shall have the meanings set forth in the Indenture. 2. The Senior Notes shall be issued by the Company in the initial aggregate principal amount of $75,000,000. Additional Senior Notes, without limitation as to amount, having substantially the same terms as the Outstanding Senior Notes (except a different issue date, issue price and bearing interest from the last Interest Payment Date to which interest has been paid or duly provided for on the Outstanding Senior Notes, and, if no interest has been paid, from May 14, 2003), may also be issued by the Company pursuant to the Indenture without the consent of the existing Holders of the Senior Notes. Such additional Senior Notes shall be part of the same series as the Outstanding Senior Notes. 3. The Senior Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on May 15, 2010. 4. The Senior Notes shall bear interest as provided in the form thereof set forth in Exhibit A hereto. For the purposes of Section 310 of the Indenture, a period from and including the 15th of one month to but not including the 15th 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 interest (other than at Maturity) 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 so long as any Senior Notes are registered in the name of The Depository Trust Company ("DTC"), or its nominee as discussed below, all payments of principal, premium, if any, and interest in respect of such Senior Notes will be made in immediately available funds. 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. Initially the Senior Notes will be issued in global form registered in the name of Cede & Co. (as nominee for DTC, the initial securities depository for the Senior Notes), and may bear such legends as DTC may reasonably request. So long as any Senior Notes are Outstanding in global form registered in the name of DTC or its nominee (or any successor depository), all payments of principal, premium, if any, and interest with respect to the Senior Notes in global form will be made by the Company in immediately available funds in accordance with the customary procedures of DTC. 8. 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. 9. If the Company shall make any deposit of money and/or Eligible Obligations with respect to any Senior Notes, or any portion of the principal amount thereof, as contemplated by Section 701 of the Indenture, the Company shall not deliver an Officer's Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer's Certificate, either: (A) an instrument wherein the Company, notwithstanding the satisfaction and discharge of its indebtedness in respect of the Senior Notes, shall assume the obligation (which shall be absolute and unconditional) to irrevocably deposit with the Trustee or Paying Agent such additional sums of money, if any, or additional Eligible Obligations (meeting the requirements of Section 701), if any, or any combination thereof, at such time or times, as shall be necessary, together with the money and/or Eligible Obligations theretofore so deposited, to pay when due the principal of and premium, if any, and interest due and to become due on such Senior Notes or portions thereof, all in accordance with and subject to the provisions of said Section 701; provided, however, that such instrument may state that the obligation of the Company to make additional deposits as aforesaid shall be subject to the delivery to the Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an independent public accountant of nationally recognized standing, selected by the Trustee, showing the calculation thereof; or (B) an Opinion of Counsel to the effect that, as a result of a change in law occurring after the date of this certificate, the Holders of such Senior Notes, or portions of the principal amount thereof, will not recognize income, gain or loss for United States federal income tax purposes as a result of the satisfaction and discharge of the Company's indebtedness in respect thereof and will be subject to United States federal income tax on the same amounts, at the same times and in the same manner as if such satisfaction and discharge had not been effected. 10. So long as any Senior Notes remain Outstanding, the Company will comply with the following covenants in addition to those specified in Article Six of the Indenture: (a) Limitation on Debt. The Company shall not permit the total principal amount of all Debt of the Company and its subsidiaries, determined on a consolidated basis and without duplication of liability therefor, at any time to exceed 65% of Capitalization, as defined below, determined as of the last day of the Company's most recently ended fiscal quarter. For purposes of this restriction "Debt" and "Capitalization" shall not include junior subordinated deferrable interest debentures of a Significant Subsidiary issued to a subsidiary trust which has issued preferred securities that are included in the calculation of "Capitalization," and any Debt of any subsidiary of the Company that is Non-Recourse Debt. "Non-Recourse Debt" means any Debt of any subsidiary of the Company that does not constitute Debt of the Company or of any Significant Subsidiary. "Capitalization" means, as of any date of determination, with respect to the Company and its subsidiaries determined on a consolidated basis, an amount equal to the sum of (i) the total principal amount of all Debt of the Company and its subsidiaries outstanding on such date, (ii) Consolidated Net Worth as of such date and (iii) to the extent not otherwise included in Capitalization, all preferred stock and other preferred securities of the Company and its subsidiaries, including preferred securities issued by any subsidiary trust, outstanding on such date. (b) Disposition of Assets. The Company will not sell, lease, transfer, convey or otherwise dispose of (whether in one transaction or in a series of transactions) any shares of voting common stock (or of stock or other instruments convertible into voting common stock) of any Principal Utility Subsidiary (as defined below), or permit any Principal Utility Subsidiary to issue, sell or otherwise dispose of any of its shares of voting common stock (or of stock or other instruments convertible into voting common stock) (each such case, a "Stock Disposition"), except to the Company or to a Principal Utility Subsidiary, unless within 180 days of such Stock Disposition, the Company applies (or causes such Principal Utility Subsidiary to apply) all of the Net Available Cash (as defined below) from such Stock Disposition (i) to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire for value Debt of the Company and/or Debt of one or more Domestic Regulated Utility Subsidiaries 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 such date. "Net Available Cash" from a Stock Disposition means cash payments received therefrom net of all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all federal, state and local taxes required to be paid or accrued as a liability under United States generally accepted accounting principles, as a result of such Stock Disposition. (c) Insurance. The Company will maintain insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates and furnish to the Trustee, within a reasonable time after written request therefor, such information as to the insurance carried as the Trustee may reasonably request; (d) Compliance with Law. The Company will comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or its property, except to the extent being contested in good faith by appropriate proceedings, and compliance with ERISA and Environmental Laws. "Environmental Laws" means any federal, state or local laws, ordinances or codes, rules, orders, or regulations relating to pollution or protection of the environment, including, without limitation, laws relating to hazardous substances, laws relating to reclamation of land and waterways and laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or 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. 11. So long as any Senior Notes remain Outstanding, each of the following events will constitute an "Event of Default" with respect to the Senior Notes in addition to those Events of Default specified in Section 801 of the Indenture: (a) Failure to pay any principal of or premium or interest on any Debt of the Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such a failure with respect to Securities of another series, when the same becomes due and payable, whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and such failure continues after the expiration of any applicable grace period specified in the agreement or instrument relating to such Debt; or (b) Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its inability to pay debts generally, or making a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding, including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or (c) Any judgment or order for the payment of money in excess of $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect. 12. (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 12(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. 13. 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. 14. The Senior Notes shall be initially issued in global form registered in the name of Cede & Co. (as nominee of DTC, the initial securities depository for the Senior Notes; provided, that the Company reserves the right to provide for another depository, registered as a clearing agency under the Exchange Act, to act as depository for the global Senior Notes (DTC and any such successor depository, the "Depository"); except in connection with a transfer of a Senior Note to an IAI, as described in paragraph 16 below, beneficial interests in Senior Notes issued in global form may not be exchanged in whole or in part for individual certificated Senior Notes in definitive form, and no transfer of a global Senior Note in whole or in part may be registered in the name of any Person other than the Depository or its nominee except that (i) if the Depository (A) has notified the Company that it is unwilling or unable to continue as depository for the global Senior Notes or (B) has ceased to be a clearing agency registered under the Exchange Act or other applicable statute or regulation and, in either case, a successor depository for such global Senior Notes has not been appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, (ii) if the Company, in its sole discretion, determines that the Senior Notes will no longer be represented by Senior Notes in global form or (iii) if an Event of Default with respect to the Senior Notes has occurred and is continuing, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Senior Notes, will authenticate and deliver Senior Notes in definitive certificated form in an aggregate principal amount equal to the principal amount of the global Senior Notes representing such Senior Notes in exchange for such global Senior Notes, such definitive Senior Notes to be registered in the names provided by the Depository to the Trustee; each global Senior Note (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Senior Notes to be represented by such global Senior Note, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository, its nominee, any custodian for the Depository or otherwise pursuant to the Depository's instructions and (iv) shall bear a legend restricting the transfer of such global Senior Note to any person other than the Depository or its nominee; none of the Company, the Trustee, any Paying Agent or any Authenticating Agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a global Senior Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 15. The Senior Notes will be issued and sold by the Company pursuant to Section 4(2) of the Securities Act or in offshore transactions to persons other than U.S. persons as defined in Regulation S under the Securities Act in reliance on such Regulation S. Except for Senior Notes issued to foreign purchasers after the expiration of the 40-day distribution compliance period under Regulation S under the Securities Act or in substitution or exchange therefor, each Senior Note, whether in a global form or in a certificated form, shall bear the non- registration legend in substantially the form set forth in such form set forth in Exhibit A hereto. By its acquisition of any Senior Notes, each Holder will be deemed to have agreed to the transfer restrictions contained in such legend and the other procedures and requirements relating to a transfer of Senior Notes. Nothing in the Indenture, the Senior Notes or this certificate shall be construed to require the Company to register any Senior Notes under the Securities Act, unless otherwise expressly agreed by the Company, confirmed in writing to the Trustee, or to make any transfer of such Senior Notes in violation of applicable law. 16. It is contemplated that (i) beneficial interests in Senior Notes owned by qualified institutional buyers (as defined in Rule 144A under the Securities Act) ("QIBs") or sold to QIBs in reliance upon Rule 144A under the Securities Act will be represented by one or more separate certificates in global form (each, a "QIB Global Certificate") registered in the name of Cede & Co., as registered owner and as nominee for DTC; (ii) beneficial interests in Senior Notes sold to foreign purchasers pursuant to Regulation S under the Securities Act will be evidenced by one or more separate certificates in global form (each, a "Regulation S Global Certificate") registered in the name of Cede & Co., as registered owner and as nominee for DTC, initially, for the accounts of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, societe anonyme, Luxembourg ("Clearstream Luxembourg"), it being understood that prior to the 40th day after the date of initial issuance of the Senior Notes, beneficial interests in a Regulation S Global Certificate may be held only through Euroclear or Clearstream Luxembourg; and (iii) Senior Notes transferred to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("IAIs"), who are not QIBs and who are not foreign purchasers pursuant to Regulation S under the Securities Act, will be in certificated form. The Trustee, the Security Registrar and the Company will have no responsibility under the Indenture for transfers of beneficial interests in the Senior Notes in global form, which transfers will be conducted pursuant to the customary procedures of the Depository. In connection with any transfer of 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 the certificates and other information (in the forms attached hereto as Exhibit A-1, for use in connection with the transfer of the Senior Notes in certificated form, or Exhibit A-2, for use in connection with the transfer of beneficial interests in one certificate in global form to another certificate in global form or to a Senior Note in certificated form, or otherwise) 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. Transfers of beneficial interests between a QIB Global Certificate and a Regulation S Global Certificate, and other transfers relating to interests in the Senior Notes in global form, shall be reflected by endorsements of the Trustee, as custodian for the Depository, on the schedule attached to such certificate. 17. (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. 4, have been complied with. IN WITNESS WHEREOF, I have executed this Officer's Certificate this 14th day of May, 2003. /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer EXHIBIT A [depository legend for Senior Notes in global form] Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. [non-registration legend] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT "), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR "(AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR ") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER HEREOF OR ONE OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER IS ATTACHED TO THIS SECURITY) AND, IF REQUESTED BY THE ISSUER, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER HEREOF TO THE EFFECT THAT THE PROPOSED TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, PROVIDED THAT THE FOREGOING AGREEMENT OF THE HOLDER IS SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THE PROPERTY OF THE HOLDER OR ANY INVESTOR ACCOUNTS FOR WHICH THE HOLDER IS ACTING SHALL AT ALL TIMES BE AND REMAIN WITHIN ITS OR THEIR CONTROL; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE). IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IF THE PROPOSED TRANSFER IS BEING MADE OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE ISSUER HEREOF MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). No. R- CUSIP No.__________ [FORM OF FACE OF SENIOR NOTE] ENTERGY CORPORATION 6.58% SENIOR NOTES DUE MAY 15, 2010 Entergy Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company", which term includes any successor Person under the Indenture), for value received, hereby promises to pay to or registered assigns, the principal sum [of _____________________ Dollars] [listed on Schedule I hereto] on May 15, 2010, and to pay interest on said principal sum semi-annually on May 15 and November 15 of each year commencing November 15, 2003 (each an Interest Payment Date) at the rate of 6.58% 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 6.58% per annum. Interest on the Securities of this series will accrue from, and include, May 14, 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 15th calendar 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, interest on this Security (other than at Maturity) 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 so long as any Securities of this series are registered in the name of The Depository Trust Company or a nominee thereof (or any successor), all payments of principal, premium, if any, and interest in respect of the Securities of this series in global form will be made in immediately available funds. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Any capitalized term which is used herein and not otherwise defined shall have the meaning ascribed to such term in the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. ENTERGY CORPORATION By:________________________________ [FORM OF CERTIFICATE OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By:________________________________ Authorized Signatory [FORM OF REVERSE OF SENIOR NOTE] This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture (For Unsecured Debt Securities), dated as of December 1, 2002 (herein, together with any amendments thereto, called the "Indenture", which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer's Certificate filed with the Trustee on May 14, 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 delivered. The Securities of this series will be redeemable at the option of the Company prior to the Stated Maturity (each a "Redemption Date"), in whole or in part, at any time. The Company will give notice of its intent to redeem such Securities of this series at least 30 days prior to the Redemption Date. If the Company redeems all or any part of the Securities of this series, it will pay a Redemption Price (the "Redemption Price") equal to the greater of (1) 100% of the principal amount of the Securities of this series being redeemed, or (2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on the Securities of this series being redeemed (excluding the portion of any such interest accrued to the Redemption Date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.50%, plus, in each case, accrued and unpaid interest on the Securities of this series being redeemed to the Redemption Date. "Adjusted Treasury Rate" means, with respect to any Redemption Date: (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Securities of this series, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series. "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Independent Investment Banker" means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company. "Reference Treasury Dealer" means (1) Morgan Stanley & Co. Incorporated and its successors; provided, however, that if such firm 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 at the time notice of redemption is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Redemption Date and such notice shall be of no effect unless such moneys are received. Upon payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities of this series or portions thereof called for redemption. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain conditions set forth in the Indenture including the Officer's Certificate described above. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Each Holder shall be deemed to understand that the offer and sale of the Securities of this series have not been registered under the Securities Act and that the Securities of this series may not be offered or sold except as permitted in the non- registration legend on the face of this Security. This Security shall be governed by and construed in accordance with the laws of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor statute), except to the extent that the law of any other jurisdiction shall be mandatorily applicable. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected. The Indenture contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of all series then Outstanding to waive compliance by the Company with certain provisions of the Indenture. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of a majority in aggregate principal amount of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and in integral multiples 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. SCHEDULE I [QIB][REGULATION S] GLOBAL CERTIFICATE The initial principal amount of Securities evidenced by this global certificate is $__________. CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY GLOBALCERTIFICATE Date Principal Remaining Notation Made Amount of Principal by Securities by Amount of which this Securities Global Represented by Certificate is this Global to be Reduced Certificate or Increased, and Reason for Reduction or Increase EXHIBIT A-1 (FOR DEFINITIVE NOTES) [CERTIFICATE OF TRANSFER] Entergy Corporation 6.58% Senior Notes due May 15, 2010 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Name and address of assignee must be printed or typewritten. the within Security of the Company and does hereby irrevocably constitute and appoint to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises. The undersigned certifies that said Security is being resold, pledged or otherwise transferred as follows: (check one) to the Company or one of its subsidiaries; to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act in a minimum principal amount of $250,000 for its own account or in a minimum principal amount of $250,000 for the account of another such "accredited investor" (attach a copy of an Accredited Investor Certificate in the form annexed signed by an authorized officer of the transferee); as otherwise permitted by the non-registration legend appearing on this Security; or as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] Dated: ______________ [FORM OF ACCREDITED INVESTOR CERTIFICATE] [Transferor Name and Address] Ladies and Gentlemen: In connection with our proposed purchase of 6.58% Senior Notes due May 15, 2010 (the "Senior Notes") issued by Entergy Corporation (the "Issuer") we confirm that: 1. We understand that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture relating to the Senior Notes, including the officer's certificate establishing the terms of the Senior Notes (the "Indenture"), and that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture and the Senior Notes and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Senior Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended ("Securities Act"). 2. We understand that the offer and sale of the Senior Notes have not been registered under the Securities Act, and that the Senior Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we sell any Senior Notes, we will do so only (A) to the Company or one of its subsidiaries, (B) to a person whom we reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Senior Notes (substantially in the form of this letter), (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or pursuant to another available exemption under the Securities Act, (E) pursuant to an effective registration statement under the Securities Act, or (F) outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and we further agree to provide to any person purchasing any of the Senior Notes from us a notice advising such purchaser that resales of the Senior Notes are restricted as stated herein. 3. We understand that, in connection with certain proposed resales of any Senior Note, we will be required to furnish to the Trustee and Company such certifications, legal opinions and other information as the Trustee and Company may reasonably require to confirm that the proposed resale complies with the foregoing restrictions. We further understand that the Senior Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Senior Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Senior Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion in a minimum principal amount of $250,000 for our own account or in a minimum principal amount of $250,000 for such other accounts. You, the Issuer and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, By: ___________________________ Name: Title: EXHIBIT A-2 (FOR GLOBAL NOTES) [CERTIFICATE OF TRANSFER] ENTERGY CORPORATION 6.58% Senior Notes due May 15, 2010 FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE Name and address of assignee must be printed or typewritten. $__________________________________________________ principal amount of beneficial interest in the referenced Security of the Company and does hereby irrevocably constitute and appoint to transfer the said beneficial interest in such Security, with full power of substitution in the premises. The undersigned certifies that said beneficial interest in said Security is being resold, pledged or otherwise transferred as follows: (check one) to the Company or one of its subsidiaries; to a Person whom the undersigned reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act; to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities in a minimum principal amount of $250,000 for its own account or in a minimum principal amount of $250,000 for the account of another such "accredited investor" (attach a copy of an Accredited Investor Certificate in the form annexed signed by an authorized officer of the transferee); as otherwise permitted by the non-registration legend appearing on this Security; or as otherwise agreed by the Company, confirmed in writing to the Trustee, as follows: [describe] Dated:____________________________ All terms used in this certificate which are defined in the Indenture pursuant to which said Security was issued shall have the meanings assigned to them in the Indenture. [FORM OF ACCREDITED INVESTOR CERTIFICATE] [Transferor Name and Address] Ladies and Gentlemen: In connection with our proposed purchase of 6.58% Senior Notes due May 15, 2010 (the "Senior Notes") issued by Entergy Corporation (the "Issuer"), we confirm that: 1. We understand that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture relating to the Senior Notes (the "Indenture"), and that any subsequent transfer of the Senior Notes is subject to certain restrictions and conditions set forth in the Indenture and the Senior Notes and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Senior Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended ("Securities Act"). 2. We understand that the offer and sale of the Senior Notes have not been registered under the Securities Act, and that the Senior Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we sell any Senior Notes, we will do so only (A) to the Company or one of its subsidiaries, (B) to a person whom we reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes to the Trustee (as defined in the Indenture) a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Senior Notes (substantially in the form of this letter), (D) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or pursuant to another available exemption under the Securities Act, (E) pursuant to an effective registration statement under the Securities Act, or (F) outside the United States in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and we further agree to provide to any person purchasing any of the Senior Notes from us a notice advising such purchaser that resales of the Senior Notes are restricted as stated herein. 3. We understand that, in connection with any proposed resales of any Senior Notes, we will be required to furnish to the Trustee and Company such certifications, legal opinions and other information as the Trustee and Company may reasonably require to confirm that the proposed resale complies with the foregoing restrictions. We further understand that the Senior Notes purchased by us will bear a legend to the foregoing effect. 4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Senior Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Senior Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion in a minimum principal amount of $250,000 for our own account or in a minimum principal amount of $250,000 for such other accounts. You, the Issuer and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, By: ___________________________ Name: Title: EX-4 6 a4f.htm

Exhibit 4(f)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTIETH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5.90% Series due June 1, 2033 (Sixty-seventh Series)

__________________________

Dated as of June 1, 2003

SIXTIETH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005

(hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indentu re (hereinafter called the "Sixtieth Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture ;	July 1, 1947
Second Supplemental Indenture ; &# 9;	August 1, 1948
Third Supplemental Indenture ;	October 1, 1949
Fourth Supplemental Indenture ; &# 9;	June 1, 1950
Fifth Supplemental Indenture ;	October 1, 1951
Sixth Supplemental Indenture ;	September 1, 1952
Seventh Supplemental Indenture &# 9; & #9;	June 1, 1953
Eighth Supplemental Indenture ; &# 9;	August 1, 1954
Ninth Supplemental Indenture ;	April 1, 1955
Tenth Supplemental Indenture ;	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9; & #9;	February 1, 1963
Thirteenth Supplemental Indenture ; &# 9;	April 1, 1965
Fourteenth Supplemental Indenture ; &# 9;	March 1, 1966
Fifteenth Supplemental Indenture ;	March 1, 1967
Sixteenth Supplemental Indenture ;	April 1, 1968
Seventeenth Supplemental Indenture &# 9; & #9;	June 1, 1968
Eighteenth Supplemental Indenture ; &# 9;	December 1, 1969
Nineteenth Supplemental Indenture ; &# 9;	August 1, 1970
Twentieth Supplemental Indenture ;	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture ;	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture ;	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ; &# 9;	November 1, 1974
Twenty-eighth Supplemental Indenture ;	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture ;	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture ;	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture ;	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ; &# 9;	February 1, 1983
Thirty-eighth Supplemental Indenture ;	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9; & #9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9; & #9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9; & #9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9; & #9;	August 1, 1992
Forty-seventh Supplemental Indenture ;	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9; & #9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9; & #9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9; & #9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9; & #9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9; & #9;	July 1, 2001
Fifty-seventh Supplemental Indenture ;	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9; & #9;	May 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9; & #9;	$30,000,000	None
2 7/8% Series due 1977 &# 9; & #9;	11,000,000	None
3 1/8% Series due 1978 &# 9; & #9;	7,500,000	None
2 7/8% Series due 1979 &# 9; & #9;	8,700,000	None
2 7/8% Series due 1980 &# 9; & #9;	6,000,000	None
3 5/8% Series due 1981 &# 9; & #9;	8,000,000	None
3 1/2% Series due 1982 &# 9; & #9;	15,000,000	None
4 1/4% Series due 1983 &# 9; & #9;	18,000,000	None
3 1/4% Series due 1984 &# 9; & #9;	7,500,000	None
3 3/8% Series due 1985 &# 9; & #9;	18,000,000	None
5 5/8% Series due 1989 &# 9; & #9;	15,000,000	None
4 7/8% Series due 1991 &# 9; & #9;	12,000,000	None
4 3/8% Series due 1993 &# 9; & #9;	15,000,000	None
4 5/8% Series due 1995 &# 9; & #9;	25,000,000	None
5 3/4% Series due 1996 &# 9; & #9;	25,000,000	None
5 7/8% Series due 1997 &# 9; & #9;	30,000,000	None
7 3/8% Series due 1998 &# 9; & #9;	15,000,000	None
9 1/4% Series due 1999 &# 9; & #9;	25,000,000	None
9 5/8% Series due 2000 &# 9; & #9;	25,000,000	None
7 5/8% Series due 2001 &# 9; & #9;	30,000,000	None
8 % Series due August 1, 2001 ; &# 9;	30,000,000	None
7 3/4% Series due 2002 &# 9; & #9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9; & #9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9; & #9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9; & #9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9; & #9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9; & #9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ; &# 9;	598,310	None
5 5/8% Series due May 1, 1990 ; &# 9;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9; & #9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ; &# 9;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9; & #9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9; & #9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9; & #9;	175,000,000	None
Solid Waste Disposal Series A ; &# 9;	21,066,667	None
Solid Waste Disposal Series B ; &# 9;	28,440,000	None
7 1/2% Series due August 1, 2007 ;	100,000,000	100,000,000
7.90% Series due November 1, 2002 ; &# 9;	25,000,000	None
8.70% Series due November 1, 2022 ; &# 9;	25,000,000	None
Pollution Control Series B &# 9; & #9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9; & #9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9; & #9;	175,000,000	175,000,000
Pollution Control Series C &# 9; & #9;	20,319,000	20,319,000
Pollution Control Series D &# 9; & #9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9; & #9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ; &# 9;	100,000,000	100,000,000
5.40% Series due May 1, 2018 ;	150,000,000	150,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-sixth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-seventh Series, which term shall include the Private Bonds of the Sixty-seventh Series and the Exchange Bonds of the Sixty-seventh Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixtieth Supplemental Indenture, and the terms of the bonds of the Sixty-seventh Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixtieth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or re frigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplem ented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixtieth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Comp any; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixtieth Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon a nd take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixtieth Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE I

SIXTY-SEVENTH SERIES OF BONDS

    SECTION 1.  There shall be a series of bonds designated "5.90% Series due June 1, 2033" (herein sometimes called the "Sixty-seventh Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-seventh Series (which shall be initially issued in the aggregate principal amount of $100,000,000) shall mature on June 1, 2033, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.90% per annum, the first interest payment to be made on December 1, 2003, for the period from June 11, 2003 to December 1, 2003 with subsequent interest payments payable semi-annually on June 1 and December 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-seventh Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-seventh Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remai n closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-seventh Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-seventh Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-seventh Series shall be paid to the Person in whose name such bonds of the Sixty-seventh Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 11, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-seventh Series pursuant to which the Bonds of the Sixty-seventh Series that are issued and sold without registration (the "Private Bonds of the Sixty-seventh Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-seventh Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-seventh Series (the "Exchange Bonds of the Sixty-seventh Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-seventh Series. The Private Bonds of the Sixty-seventh Series will be offered and sold by the Company in reliance on an exemption from regis tration under the Securities Act, and Private Bonds of the Sixty-seventh Series will be exchanged for Exchange Bonds of the Sixty-seventh Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-seventh Series and the Exchange Bonds of the Sixty-seventh Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-seventh Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-seventh Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-seventh Series.The Bonds of the Sixty-seventh Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-seventh Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-SEVENTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-seventh Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-seventh Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 11, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$100,000,000                                                                                                                             CUSIP 29364DAF7

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5.90% SERIES
DUE JUNE 1, 2033

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on June 1, 2033 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 11, 2003, if the date of this bond is prior to December 1, 2003, or if the date of this bond is on or after December 1, 2003, from the June 1 or December 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.90% per annum in like coin or currency at said office or agency on June 1 and December 1 of each year, commencing December 1, 2003, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with c ertain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixtieth Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day th at is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a Private Bond of the Sixty-seventh Series

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.90% Series due June 1, 2033, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixtieth Supplemental Indenture dated as of June 1, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the M ortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixtieth Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 11, 2003.

                                                                                            ENTERGY ARKANSAS, INC.

                                                                                            By_____________________________
                                                                                                Steven C. McNeal
                                                                                                Vice President and Treasurer
 

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                                as Corporate Trustee

                                                                                                By _____________________________
                                                                                                                Authorized Officer

(III) The bonds of the Sixty-seventh Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to June 1, 2013, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-seventh Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on June 1, 2013 of the principal amount of such bonds of the Sixty-seventh Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-seventh Series to be redeemed to June 1, 2013 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Trea sury Rate plus 0.25%, and (b) at any time on or after June 1, 2013, prior to maturity of the bonds of the Sixty-seventh Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-seventh Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 June 1, 2013, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to June 1, 2013 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 June 1, 2013.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) BNY Capital Markets, Inc., J.P. Morgan Securities Inc. and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-seventh Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-seventh Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-seventh Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixtieth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-seventh Series for the aggregate principal amount of $100,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-seventh Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company o n or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-seventh Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-seventh Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

    SECTION 4.  Subject to the amendments provided for in this Sixtieth Supplemental Indenture, the terms defined in the Mortgage and the First through Fifty-ninth Supplemental Indentures shall, for all purposes of this Sixtieth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Fifty-ninth Supplemental Indentures.

    SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Fifty-ninth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixtieth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixtieth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixtieth Supplemental Indentur e.

    SECTION 6.  Whenever in this Sixtieth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixtieth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     

SECTION 7.  Nothing in this Sixtieth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixtieth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixtieth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     

SECTION 8.  This Sixtieth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

    SECTION 9.  This Sixtieth Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
       Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                        STANLEY BURG,
                                                                                                                        As Co-Trustee

                                                                                                                        /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:


/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Vice President

Attest:

/s/ Cheryl A. Rain
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Jeff Schroeder
Jeff Schroeder

/s/ Robert D. Hertzenberg
Robert D. Hertzenberg

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 6th day of June, 2003, before me, Lloyd L. Drury, III, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Christopher T. Screen, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of June, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 6th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK      )
                                              ) SS.:
COUNTY OF NEW YORK )

On this 11th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Susan Johnson and Rodney Gaughan, to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 11^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10591; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 11^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK      )
                                              ) SS.:
COUNTY OF NEW YORK )

On this 11th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 11th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI   )
                                         ) SS.:
CITY OF ST. LOUIS       )

On this 3^rd day of June, 2003, before me, Joy Marie Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Cheryl Rain, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 3^rd day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided at St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 3^rd day of June, 2003, before me appeared Cheryl Rain, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006

EX-4 7 a4h.htm

Exhibit 4(h)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTY-FIRST SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5% Series due July 1, 2018 (Sixty-eighth Series)

__________________________

Dated as of June 15, 2003

SIXTY-FIRST SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 15, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005  (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Tr ustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Sixty-first Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture ;	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture ;	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture &# 9;	June 1, 1953
Eighth Supplemental Indenture ;	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9;	February 1, 1963
Thirteenth Supplemental Indenture ;	April 1, 1965
Fourteenth Supplemental Indenture ;	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture &# 9;	June 1, 1968
Eighteenth Supplemental Indenture ;	December 1, 1969
Nineteenth Supplemental Indenture ;	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ;	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ;	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9;	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9;	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9;	May 1, 2003
Sixtieth Supplemental Indenture & #9;	June 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9;	$30,000,000	None
2 7/8% Series due 1977 &# 9;	11,000,000	None
3 1/8% Series due 1978 &# 9;	7,500,000	None
2 7/8% Series due 1979 &# 9;	8,700,000	None
2 7/8% Series due 1980 &# 9;	6,000,000	None
3 5/8% Series due 1981 &# 9;	8,000,000	None
3 1/2% Series due 1982 &# 9;	15,000,000	None
4 1/4% Series due 1983 &# 9;	18,000,000	None
3 1/4% Series due 1984 &# 9;	7,500,000	None
3 3/8% Series due 1985 &# 9;	18,000,000	None
5 5/8% Series due 1989 &# 9;	15,000,000	None
4 7/8% Series due 1991 &# 9;	12,000,000	None
4 3/8% Series due 1993 &# 9;	15,000,000	None
4 5/8% Series due 1995 &# 9;	25,000,000	None
5 3/4% Series due 1996 &# 9;	25,000,000	None
5 7/8% Series due 1997 &# 9;	30,000,000	None
7 3/8% Series due 1998 &# 9;	15,000,000	None
9 1/4% Series due 1999 &# 9;	25,000,000	None
9 5/8% Series due 2000 &# 9;	25,000,000	None
7 5/8% Series due 2001 &# 9;	30,000,000	None
8 % Series due August 1, 2001 ;	30,000,000	None
7 3/4% Series due 2002 &# 9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ;	598,310	None
5 5/8% Series due May 1, 1990 ;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9;	175,000,000	None
Solid Waste Disposal Series A ;	21,066,667	None
Solid Waste Disposal Series B ;	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	100,000,000
7.90% Series due November 1, 2002 ;	25,000,000	None
8.70% Series due November 1, 2022 ;	25,000,000	None
Pollution Control Series B &# 9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9;	175,000,000	175,000,000
Pollution Control Series C &# 9;	20,319,000	20,319,000
Pollution Control Series D &# 9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ;	100,000,000	100,000,000
5.40% Series due May 1, 2018	150,000,000	150,000,000
5.90% Series due June 1, 2033 ;	100,000,000	100,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-seventh Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-eighth Series, which term shall include the Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixty-first Supplemental Indenture, and the terms of the bonds of the Sixty-eighth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixty-first Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supp lemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixty-first Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the C ompany; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixty-first Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixty-first Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE 1

SIXTY-EIGHTH SERIES OF BONDS

    SECTIION 1.  There shall be a series of bonds designated "5% Series due July 1, 2018" (herein sometimes called the "Sixty-eighth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-eighth Series (which shall be initially issued in the aggregate principal amount of $115,000,000) shall mature on July 1, 2018, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5% per annum, the first interest payment to be made on January 1, 2004, for the period from June 25, 2003 t o January 1, 2004 with subsequent interest payments payable semi-annually on January 1 and July 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-eighth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-eighth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-eighth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-eighth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-eighth Series shall be paid to the Person in whose name such bonds of the Sixty-eighth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 25, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-eighth Series pursuant to which the Bonds of the Sixty-eighth Series that are issued and sold without registration (the "Private Bonds of the Sixty-eighth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-eighth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-eighth Series (the "Exchange Bonds of the Sixty-eighth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-eighth Series. The Private Bonds of the Sixty-eighth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Sixty-eighth Series will be exchanged for Exchange Bonds of the Sixty-eighth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-eighth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-eighth Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-eighth Series.The Bonds of the Sixty-eighth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-eighth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-EIGHTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-eighth Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-eighth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 25, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$115,000,000                                                                                                                                 CUSIP 29364DAG5

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5% SERIES
DUE JULY 1, 2018

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on July 1, 2018 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED FIFTEEN MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 25, 2003, if the date of this bond is prior to January 1, 2004, or if the date of this bond is on or after January 1, 2004, from the January 1 or July 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5% per annum in like coin or currency at said office or agency on January 1 and July 1 of each year, commencing January 1, 2004, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with certain o f its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixty-first Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a rivate Bond of the Sixty-eighth Series.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5% Series due July 1, 2018, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixty-first Supplemental Indenture dated as of June 15, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixty-first Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 25, 2003.

                                                                                                                ENTERGY ARKANSAS, INC.

                                                                                                                By_____________________________
                                                                                                                    Nathan E. Langston
                                                                                                                    Senior Vice President and
                                                                                                                    Chief Accounting Officer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                        as Corporate Trustee

                                                                                        By _____________________________
                                                                                                    Authorized Officer

(III) The bonds of the Sixty-eighth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to July 1, 2008, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on July 1, 2008 of the principal amount of such bonds of the Sixty-eighth Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-eighth Series to be redeemed to July 1, 2008 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (b) at any time on or after July 1, 2008, prior to maturity of the bonds of the Sixty-eighth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 July 1, 2018, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to July 1, 2008 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 July 1, 2008.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Wachovia Securities, LLC and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-eighth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-eighth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-eighth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixty-first Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-eighth Series for the aggregate principal amount of $115,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-eighth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company on or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-eighth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-eighth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.     SECTION 4.  Subject to the amendments provided for in this Sixty-first Supplemental Indenture, the terms defined in the Mortgage and the First through Sixtieth Supplemental Indentures shall, for all purposes of this Sixty-first Supplemental Indenture, have the meanings specified in the Mortgage and the First through Sixtieth Supplemental Indentures.     SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Sixtieth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-first Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-first Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-first Supplemental Indenture.

    SECTION 6.  Whenever in this Sixty-first Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     SECTION 7.  Nothing in this Sixty-first Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     SECTION 8.  This Sixty-first Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.     SECTION 9.  This Sixty-first Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

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

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
     Wanda Camacho
      Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                            STANLEY BURG,
                                                                                                                            As Co-Trustee

                                                                                                                            /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:


/s/ Jennifer Davis


/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Belinda Brown
Vice President

Attest:

/s/ Rebekah Foltz
Rebekah Foltz
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Daniel G. Dwyer
Daniel G. Dwyer

/s/ L. Stabley
L. Stabley

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 20th day of June, 2003, before me, Mark Grafton Otts, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Nathan E. Langston and Christopher T. Screen, to me personally well known, who stated that they were the Senior Vice President and Chief Accounting Officer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 20th day of June, 2003, before me personally came Nathan E. Langston, to me known, who, being by me duly sworn, did depose and say that he resides at 125 Ayshire Court, Slidell, Louisiana 70461; that he is the Senior Vice President and Chief Accounting Officer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 20th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Mark Grafton Otts
Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK     )
                                             ) SS.:
COUNTY OF NEW YORK)

On this 25^th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Wanda Camacho and Yana Kalachikova to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 25^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10561; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 25^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK        )
                                                ) SS.:
COUNTY OF NEW YORK   )

On this 25th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 25th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI    )
                                         ) SS.:
CITY OF ST. LOUIS      )

On this 24th day of June, 2003, before me, Joy Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Rebekah Foltz, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 24th day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided in St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 24th day of June, 2003, before me appeared Rebekah Foltz, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006
 

EX-4 8 a4k.htm

Exhibit 4(k)

ENTERGY NEW ORLEANS, INC.

To

THE BANK OF NEW YORK

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

And

STEPHEN J. GIURLANDO

(successor to Mark F. McLaughlin and Z. George Klodnicki)

As Trustees under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

ELEVENTH SUPPLEMENTAL INDENTURE

Providing among other things for

First Mortgage Bonds,

3.875% Series due August 1, 2008

(Fourteenth Series)

and

First Mortgage Bonds,

5.25% Series due August 1, 2013

(Fifteenth Series)

Dated as of July 1, 2003

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2003, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture");

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998, its Eighth Supplemental Indenture, dated as of July 1, 2000 (the "Eight Supplemental Indenture"), its Ninth Supplemental Indenture, dated as of February 1, 2001 (the "Ninth Supplemental Indenture"), and its Tenth Supplemental Indenture, dated as of October 1, 2002 (the "Tenth Supplemental Indenture"), each as a supplement to the Original Indenture, which Supplemental Indentures hav e been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eleventh Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	45,000,000
7.55% Series due September 1, 2023	30,000,000	30,000,000
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	40,000,000
7% Series due July 15, 2008	30,000,000	30,000,000
8.125% Series due July 15, 2005	30,000,000	30,000,000
6.65% Series due March 1, 2004	30,000,000	30,000,000
6.75% Series due October 15, 2017	25,000,000	25,000,000

; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, the Company desires to create two new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and

WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid, binding and legal instrument have been performed, and the issuances of said two series of bonds, subject to the terms of the Indenture, have been in all respects duly authorized;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encu mbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other gover nmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kin d or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VII hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all mac hinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all t he rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Eleventh Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) a ny natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Eleventh Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1. Terms From the Original Indenture and First through Tenth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Eleventh Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Tenth Supplemental Indentures, as the case may be.
2. Certain Defined Terms. As used in this Eleventh Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Bonds of the Fifteenth Series" shall have the meaning specified in Section 3.01.

The term "Bonds of the Fourteenth Series" shall have the meaning specified in Section 2.01.

The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, 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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) ABN AMRO Incorporated, Morgan Stanley & Co. Incorporated and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

3. References are to Eleventh Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Eleventh Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Eleventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.
4. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

THE FOURteenth SERIES

1. Bonds of the Fourteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 3.875% Series due August 1, 2008, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fourteenth Series," which term shall include the Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fourteenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Fourteenth Series shall mature on August 1, 2008 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fourteenth Series shall bear interest at the rate of three and eight hundred seventy-five one thousandths percent (3.875%) per annum (except as hereinaf ter provided), payable semi-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fourteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fourteenth Series shall bear interest (before and after judgment) at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fourteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fourteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bonds of the Fourteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fourteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fourteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fourteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fourteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or the maturity of any Bond of the Fourteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fourteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into a Registration Rights Agreement dated as of July 31, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Fourteenth Series pursuant to which the Bonds of the Fourteenth Series that are issued and sold without registration (the "Private Bonds of the Fourteenth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Fourteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fourteenth Series (the "Exchange Bonds of the Fourteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fourteenth Series. The Private Bonds of the Fourteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Ac t, and Private Bonds of the Fourteenth Series will be exchanged for Exchange Bonds of the Fourteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fourteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fourteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fourteenth Series. (a) The Bonds of the Fourteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fourteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fourteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest there on to such redemption date.

(b) Bonds of the Fourteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fourteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fourteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fourteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fourteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fourteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fourteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fourteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fourteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fourteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fourteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fourteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fourteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fourteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fourteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fourteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fourteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fourteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if n o interest shall have been paid on the Bonds of the Fourteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fourteenth Series shall be dated so that the person in whose name any Bond of the Fourteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fourteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fourteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such i nterest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fourteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE III

THE Fifteenth SERIES

1. Bonds of the Fifteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 5.25% Series due August 1, 2013, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fifteenth Series," which term shall include the Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fifteenth Series shall be substantially in the form of Exhibit B hereto. Bonds of the Fifteenth Series shall mature on August 1, 2013 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fifteenth Series shall bear interest at the rate of five and twenty-five one hundredths percent (5.25%) per annum (except as hereinafter provided), payable sem i-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fifteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fifteenth Series shall bear interest (before and after judgment) at the rate of six and twenty-five one hundredths percent (6.25%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fifteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear Additional Interest in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fifteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bond s of the Fifteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fifteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fifteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fifteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fifteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or maturity date of any Bond of the Fifteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fifteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into the Registration Rights Agreement pursuant to which the Bonds of the Fifteenth Series that are issued and sold without registration (the "Private Bonds of the Fifteenth Series") under the Securities Act may be exchanged for Bonds of the Fifteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fifteenth Series (the "Exchange Bonds of the Fifteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fifteenth Series. The Private Bonds of the Fifteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Fifteenth Series will be exchanged for Exchange Bonds of the Fifteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise i n accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fifteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fifteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fifteenth Series. (a) The Bonds of the Fifteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fifteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fifteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to such redemption date.

(b) Bonds of the Fifteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fifteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fifteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 3.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 3.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fifteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fifteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 3.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fifteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fifteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fifteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fifteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fifteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fifteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fifteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fifteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fifteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fifteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fifteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fifteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fifteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if no in terest shall have been paid on the Bonds of the Fifteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fifteenth Series shall be dated so that the person in whose name any Bond of the Fifteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fifteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fifteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such inter est payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fifteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE IV

OTHER PROVISIONS FOR RETIREMENT OF BONDS

1. Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Tenth Supplemental Indenture":

", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fourteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fourteenth Series, shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fifteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fifteenth Series,"

Section 4.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Fourteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fourteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fourteenth Series. The redemption price for any Bonds of the Fifteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fifteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fifteenth Series.

ARTICLE V

COVENANTS

1. Maintenance of Paying Agency. So long as any Bonds of the Fourteenth Series or the Fifteenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any Bonds of the Fourteenth Series or the Fifteenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made.
2. Further Assurances. From time to time whenever reasonably requested by the Trustee, the holders of a majority in principal amount of Bonds of the Fourteenth Series then Outstanding, or the holders of a majority in principal amount of Bonds of the Fifteenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of the Bonds of the Fourteenth Series or the rights and remedies of the holders of the Bonds of the Fifteenth Series.
3. Limitation on Restricted Payments. (a) So long as any Bonds of the Fourteenth Series or any Bonds of the Fifteenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to J une 30, 2003 (other than any dividend declared by the Company on or before June 30, 2003) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to June 30, 2003, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act.

For the purpose of this Section 5.03, the aggregate amount credited subsequent to June 30, 2003, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to June 30, 2003.

ARTICLE VI

MISCELLANEOUS PROVISIONS

1. Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Eleventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eleventh Supplemental Indenture.

2. Effect of Eleventh Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Eleventh Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Eleventh Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.
3. Record Date. (a) The holders of the Bonds of the Fourteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fourteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fourteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fourteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

(b) The holders of the Bonds of the Fifteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fifteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fifteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fifteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

4. Titles. The titles of the several Articles and Sections of this Eleventh Supplemental Indenture shall not be deemed to be any part hereof.
5. Counterparts. This Eleventh Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
6. Governing Law. The laws of the State of New York shall govern this Eleventh Supplemental Indenture, the Bonds of the Fourteenth Series, and the Bonds of the Fifteenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

ARTICLE VII

SPECIFIC DESCRIPTION OF PROPERTY

PARAGRAPH ONE

The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

PARAGRAPH TWO

The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

PARAGRAPH THREE

All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

PARAGRAPH FOUR

The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

PARAGRAPH FIVE

The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

PARAGRAPH SIX

The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereo f, in, on, through, across or under any public streets or highways or other lands or property, public or private.

PARAGRAPH SEVEN

All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written.

ENTERGY NEW ORLEANS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

THE BANK OF NEW YORK
As Trustee

By: /s/ Robert A. Massimillo
Robert A. Massimillo
Vice President

Attest:

/s/ Cynthia Chaney
Cynthia Chaney
Vice President

/s/ Stephen J. Giurlando
STEPHEN J. GIURLANDO,
As Co-Trustee

Executed, sealed and delivered by
THE BANK OF NEW YORK and

STEPHEN J. GIURLANDO
in the presence of:

/s/ Ada Li
Ada Li

/s/ Regina F. Johnson
Regina F. Johnson

STATE OF LOUISIANA )

                                         ) SS.:

PARISH OF ORLEANS )

On this 29th day of July, 2003, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., that the seal affixed to said instrument is the corporate seal of said corporation, that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ Lloyd L. Drury, III
Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life

STATE OF NEW YORK
                                                        } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared Robert A. Massimillo, to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, that the seal affixed to the above instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert A. Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Robert A. Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, New York 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the 29th day of July, 2003, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

EXHIBIT A

[FORM OF BOND OF THE Fourteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FOURTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fourteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

3.875% Series due August 1, 2008

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2008, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of three and eight hundred seventy-five one tho usandths percent (3.875%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. ]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 3.875% Series due August 1, 2008 (herein called bonds of the Fourteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under whic h additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fourteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EXHIBIT B

[FORM OF BOND OF THE Fifteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FIFTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fifteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

5.25% Series due August 1, 2013

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2013, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of five and twenty-five one hundredths percent (5.25%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of six and twenty-five one hundredths percent (6.25%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 5.25% Series due August 1, 2013 (herein called bonds of the Fifteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fifteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as is provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EX-10 9 a10a.htm

Exhibit 10(a)

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank and Funding Bank,

AND THE PARTICIPATING BANKS
NAMED HEREIN

DATED AS OF

MARCH 3, 2003

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of March 3, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time parties to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Bankers Trust Company and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claiborne County , Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, The Bank of Tokyo-Mitsubishi, Ltd., as funding bank (the "Existing Funding Bank"), Union Bank of California, N.A., as documentation agent, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as administrating bank, and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit");

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Administrating Bank, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to a scertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Cash Collateral Security Agreement" means the Cash Collateral Security Agreement, dated as of March 3, 2003, by the Company in favor of the Administrating Bank (for its benefit and the benefit of the Banks), substantially in the form of Exhibit G, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

"Closing Date" means March 3, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral" has the meaning set forth in the Cash Collateral Security Agreement.

"Company" has the meaning set forth in the preamble hereto.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2001; and (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2002.

"Dollars" or "$" means lawful money of the United States of America.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 165-LCS-351108, in the stated amount of $36,061,469.99, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 165-LCS-351107, in the stated amount of $156,885,463.65, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on December 20, 1999.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"Person" means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Stated Expiration Date" means March 3, 2006.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit and the Cash Collateral Security Agreement.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Unit 1" has the meaning specified in the preamble hereto.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement. (a) Reimbursement by Company. The Company hereby agrees to pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the fifth Business Day following the Business Day on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, (i) a sum equal to such amount so paid by the Funding Bank plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Funding Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Application of Payments. Any payment made by the Company pursuant to subsection (a) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) above, there shall be amounts due from the Company pursuant to subsection (a) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) above with respect to all such Letters of Credit.

(c) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(d) Evidence of Indebtedness. Each Bank shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit and the amounts of principal and interest payable and paid from time to time to such Bank hereunder.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to 0.125% per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Drawing Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each April 15, July 15, October 15 and January 15 (commencing April 15, 2003), and on such Termination Date; and (b) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the letter agreement, dated the date hereof, between the Administrating Bank and the Company. Upon receipt from the Company of fees payable in accordance with the provisions of clause (a) above, the Administrating Bank agrees to promptly pay to the account of each Participating Bank the fees paid to it for the account of such Participating Bank pursuant to such clause (a).

SECTION 4. Change in Circumstances. (a) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Letters of Credit or any drawing thereunder (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (b).

(c) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(d) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a) and (b) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(e) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(f) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(d) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(g) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(d) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents, and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further, that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sente nce, interest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimbur se the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases, (ii) any Reimbursement Default or Prepayment Event hereunder, (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder, (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents, (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (vi) the existence of any cl aim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Cr edit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or wilful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Company (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Bank acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the other Transact ion Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect. Without l imiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including, without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or wilful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Letters of Credit. N othing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(c), 5(a) and 5(c) hereof and the fees payable under Section 3 hereof shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c) and (d) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xiv) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date except as described in the last paragraph of this subsection (b), in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, as New York counsel to the Company, substantially in the form of Exhibit C hereto;

(ii) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit D hereto;

(iii) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E hereto;

(iv) an opinion of Hughes Hubbard & Reed LLP, special counsel for the Funding Bank, substantially in the form of Exhibit F hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which the Company is a party, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents or any of the Financing Documents to which the Company is a party;

(vii) a certificate as to the good standing of the Company, as of a recent date, from (A) the Secretary of State of the State of Arkansas and (B) the Secretary of State of the State of Mississippi;

(viii) (i) a certificate of the Secretary or Assistant Secretary of the Company certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above, (B) that (x) attached thereto is a true and complete copy of the articles of incorporation, including all amendments thereto, of the Company and (y) that such articles of incorporation have not been amended since the date of the last amendment thereto, and (C) as to the incumbency and specimen signature of each officer executing this Agreement, the Cash Collateral Security Agreement or any other document or certificate delivered in connection herewith on behalf of the Company; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.

(ix) the Cash Collateral Security Agreement, duly executed by the Company;

(x) a copy of each Disclosure Document;

(xi) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xii) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xiii) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xiv) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

The parties hereto acknowledge that (1) the resolutions of the Board of Directors of the Company described in clause (v) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes and the Facility Leases and (2) all approvals, consents and other documents described in clause (vi) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes, the Facility Leases and the Financing Documents were previously delivered in 1988 to the banks party to the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein, and that such documents will not be required to be redelivered in connection with this Agreement.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof and in Section 8 of the Cash Collateral Security Agreement are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank); and

(iv) all Fees required to be paid pursuant to Section 3 on the Closing Date shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable.

The parties hereto acknowledge that the Participation Agreements, the Indentures, the Notes and the Facility Leases described in clause (ii) of this subsection (d) were previously delivered to the Administrating Bank and that such documents will not be required to be redelivered to the Administrating Bank in connection with this Agreement.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule 11 thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and the Cash Collateral Security Agreement have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or the Cash Collateral Security Agreement, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect, its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(d) Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Company of, or the consummation by it of the transactions contemplated by, this Agreement or the Cash Collateral Security Agreement, except such Governmental Actions (i) as have been, or on or before the Closing Date will have been, duly obtained, given or accomplished and (ii) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf , is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement or the Cash Collateral Security Agreement, or (b) to be obtained by the Administrating Bank or any Bank during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof will have been, duly obtained, given or accomplished and (2) as may be required by Applicable Law not now in effect. None of the Governmental Actions referred to in clause (i) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the Cash Collateral Security Agreement have been duly executed and delivered by it, and each of this Agreement and the Cash Collateral Security Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement or the Cash Collateral Security Agreement, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the ability of the Company to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(g) Material Adverse Change. The consolidated balance sheet of the Company as at December 31, 2001, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheet of the Company and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no material adverse change in the consolidated financial condition, business, properties, operations or prospects of the Company, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(a) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than the Administrating Bank's or such Bank's employees, authorized agents or representatives.

(e) Keeping of Books. Keep, and cause each Subsidiary to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which the Company or any of its Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report in the form required for reporting to the SEC for such year for the Company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or sell, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Subsidiaries to do any of the foregoing, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation, merger, sale, transfer, assignment or other disposition shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(a)) to perform its obligations hereunder or under the Cash Collateral Security Agreement, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement and the Cash Collateral Security Agreement in a writing satisfactory in form and substance to the Required Banks, and (B) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(b) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior written consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of this Section 12(b) without first obtaining the prior written consent of all Participating Banks.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in the Cash Collateral Security Agreement; or

(ii) the Company shall violate any covenant contained in Section 12 hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(v) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vi) any material provision of this Agreement or the Cash Collateral Security Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or the Cash Collateral Security Agreement; or

(vii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, or (c) the winding-up or liquidation of the Company; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(viii) the Company shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (vii) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(ix) this Agreement or the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; or the security interest or Lien purported to be created by the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except the Lien in favor of the Administrating Bank) in the Collateral.

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, the obligations or ability of the Company, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare all principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon all such principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral, in addition to the other rights and remedies provided for herein and in the Cash Collateral Security Agreement or otherwise availab le to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (vii) or clause (viii) above, all principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest on such drawings, or reduce the rate of interest on any unreimbursed drawings, (ii) change the Participation Percentage of any Participating Bank or the fees provided for in Section 3 hereof, (iii) reduce the principal o f, or interest on, any unreimbursed drawing under any Letter of Credit, or any fees or other amounts payable hereunder, (iv) release any Collateral (except for any such release expressly permitted under the Cash Collateral Security Agreement) or change any provision of the Cash Collateral Security Agreement providing for the release of Collateral or (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(b)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks", in each case without the prior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisi ons of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank in connection with the preparation, execution, delivery, syndication, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimbursement Event of Default or Prepayment Event or any waiver or amendment of, or the enfor cement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by such Bank. Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank or such Bank may reasonably incur (or which may be claimed against the Administrating Bank or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; (b) by reason of or in connection wi th the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Cr edit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Section 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be entitled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participat ing Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for th e accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 27.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 28.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other pose.

SECTION 29.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

PARTICIPATING BANKS

$198,061,427.93/100.0%                                                                               UNION BANK OF CALIFORNIA, N.A.,
                                                                                                                        as Administrating Bank, as Funding Bank and as a
                                                                                                                        Participating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct. # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

EX-10 10 a10b.htm

Exhibit 10(b)

EXECUTION COPY

CASH COLLATERAL SECURITY AGREEMENT

CASH COLLATERAL SECURITY AGREEMENT, dated as of March 3, 2003 (this "Agreement"), made by and among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Pledgor"), to UNION BANK OF CALIFORNIA, N.A. ("Union Bank"), as administrating bank (in such capacity, together with its successors and assigns in such capacity, the "Administrating Bank") for the Funding Bank and the Participating Banks (as such terms are defined below).

PRELIMINARY STATEMENTS

(1) The Pledgor has entered into a Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), with the Administrating Bank, Union Bank, as funding bank (in such capacity, the "Funding Bank"), and the banks named therein and from time to time parties thereto (the "Participating Banks", together with the Funding Bank and the Administrating Bank being referred to herein, collectively, as the "Secured Parties"), pursuant to which the Funding Bank has agreed, subject to the terms and conditions contained therein, to issue two Letters of Credit (as defined in the Reimbursement Agreement) for the account of the Pledgor in an aggregate initial stated amount of $198,061,427.93. Unless otherwise defined herein, capitalized terms used herein shall have the meani ng assigned to such terms in the Reimbursement Agreement.

(2) Pursuant to and subject to the terms of this Agreement, and in order to secure the obligations of the Pledgor under the Reimbursement Agreement, the Pledgor is required to deposit on the Closing Date, and thereafter maintain on deposit, funds in an amount equal to the aggregate Maximum Drawing Amounts (as in effect from time to time) of the Letters of Credit, in a special money market account bearing Account No. 4430000980 (the "Account") maintained by the Pledgor with the Administrating Bank at its office at 445 South Figueroa Street, Los Angeles, California 90071 (or at such other office of the Administrating Bank as the Administrating Bank may, from time to time, notify the Pledgor), in the name of the Pledgor but under the sole control and dominion of the Administrating Bank.

(3) It is a condition precedent to the Funding Bank's obligation to issue, and of the Participating Banks' obligation to participate in, the Letters of Credit pursuant to the Reimbursement Agreement that the Pledgor shall have granted the Lien contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Funding Bank to issue, and the Participating Banks to participate in, the Letters of Credit, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Administrating Bank for the benefit of the Secured Parties as follows:

SECTION 1. Pledge and Assignment. The Pledgor hereby pledges and assigns to the Administrating Bank for the benefit of the Secured Parties, and grants to the Administrating Bank for the benefit of the Secured Parties a security interest in, all of the Pledgor's right, title and interest in and to the following collateral, whether now owned or hereafter acquired (collectively, the "Collateral"):

(a) (i) the Account, (ii) all cash, funds, credit balances, securities, investment property and other financial assets from time to time held in the Account or otherwise credited, or to be credited, to the Account, (iii) all security entitlements with respect to all financial assets from time to time credited, or to be credited, to the Account, (iv) all certificates and instruments, if any, from time to time representing or evidencing the Account, and (v) all agreements governing or otherwise related to the Account;

(b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrating Bank for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral;

(c) all interest, dividends, returns of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and

(d) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitutes property of the type described in the foregoing clause (a), (b) or (c)).

SECTION 2. Security for Obligations. This Agreement secures the payment when due of all obligations of the Pledgor to the Secured Parties under the Reimbursement Agreement and this Agreement, whether for principal (including, without limitation, reimbursement of amounts drawn under the Letters of Credit), interest, fees, expenses, indemnification or otherwise (all of the foregoing obligations being referred to herein, collectively, as the "Obligations"). Without limiting the generality of the foregoing, this Agreement also secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor or any other Person.

SECTION 3. Required Deposits into the Account; Delivery of Collateral.

(a) The Pledgor agrees that on or prior to the Closing Date the Pledgor shall deposit $192,946,933.65 into the Account. In addition, the Pledgor agrees that, not less than 30 days prior to each scheduled increase in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), it shall deposit into the Account funds in an amount equal to the aggregate amount of such scheduled increase. All deposits into the Account pursuant to this subsection (a) shall be made by the Pledgor in immediately available funds.

(b) All certificates or instruments, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Administrating Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrating Bank. The Administrating Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

SECTION 4. Maintaining the Account. So long as any Letter of Credit has not expired or been cancelled or terminated, any Participating Bank has any obligation under Section 5(a) of the Reimbursement Agreement, or any Obligations remain unpaid:

(a) The Pledgor will maintain the Account with the Administrating Bank.

(b) The Account shall be under the sole dominion and control of the Administrating Bank. It shall be a term and condition of the Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Account and except as otherwise provided by the provisions of Sections 6 and 13 hereof, that no amount (including, without limitation, interest earnings from time to time credited to the Account) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person (other than the Secured Parties) from the Account.

The Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.

SECTION 5. Control of Account; Investments

 (a) The Administrating Bank and the Pledgor agree and acknowledge that (i) the Administrating Bank is and shall be the "securities intermediary" (as defined in Section 8-102(a)(14) of the Uniform Commercial Code as in effect from time to time in the State of New York (the "Uniform Commercial Code")), and the Pledgor is and (subject to the terms of this Agreement) shall be the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code, in each case with respect to the Account and each "financial asset" (as defined in Section 8-102(a)(9) of the Uniform Commercial Code) credited to the Account; (ii) the Account is and shall be maintained as a "securities account" (as defined in Section 8-501(a) of the Uniform Commercial Code); (iii) all securities, other financial assets, investment property and other property acquired with cash credited to the Account will be credited to the Account; (i v) all items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Account will be treated as a "financial asset" under Article 8 of the Uniform Commercial Code; (v) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the Uniform Commercial Code) for purposes of Article 8 of the Uniform Commercial Code and this Agreement and with respect to the Account is the State of New York, and this provision shall control over any provision to the contrary in any other agreement relating to the Account; and (vi) all securities, instruments and other property in bearer or registered form and credited to the Account shall be payable to or to the order of, or registered in the name of, the Administrating Bank or shall be indorsed to the Administrating Bank or in blank, and in no case whatsoever shall any financial asset credited to the Account be registered in the name of the Pledgor, payable to or to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially endorsed by the Pledgor to the Administrating Bank or in blank. The Administrating Bank agrees that it will hold (and will indicate clearly in its books and records that it holds) its "security entitlement" to the "financial assets" credited to the Account in trust for the benefit of the Secured Parties. The Pledgor acknowledges that the Administrating Bank shall have the sole right and discretion, subject only to the terms of this Agreement, to give all "entitlement orders" (as defined in Section 8-102(a)(8) of the Uniform Commercial Code) with respect to the Account and any and all financial assets and other property credited thereto to the exclusion of, and without further consent of, the Pledgor. Without limitation of the foregoing, the Administrating Bank, in its capacity as "securities intermediary" in respect of the Account as provided above, (A) will comply with all such entitlement orders without further consent by the Pledgor and (B) agrees to perform all the duties of a "securities intermediary" required under Article 8 of the Uniform Commercial Code.

(b) From time to time the Administrating Bank may invest and reinvest all funds held in the Account and all proceeds received with respect to the Collateral in such money market instruments and/or other investments as Union Bank acquires in the ordinary course of its business in connection with its Business MoneyMarket Accounts.

SECTION 6. Application and Release of Funds in the Account. (a) Subject to Section 13 hereof, on any date on which any Obligation is due and payable by the Pledgor under the Reimbursement Agreement or this Agreement, unless the Pledgor shall have paid such Obligation in full on or before such date to the Administrating Bank, the Administrating Bank shall have the right, but shall not be required, to withdraw and apply all or a portion of the amounts deposited and held in the Account in satisfaction of such Obligation.

(b) Any application of Collateral pursuant to Section 6(a) shall be deemed to cure any Reimbursement Default, Prepayment Event or other default under the Reimbursement Agreement or this Agreement arising from the Pledgor's failure to have paid the applicable Obligation directly, but only to the extent that such Obligation has been paid in full in cash with such Collateral.

(c) So long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, the Pledgor may, no more frequently than once each calendar month, originate written instructions to withdraw all interest earnings credited by the Administrating Bank to the Account, and the Administrating Bank will transfer such interest earnings to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time.

(d) At any time after the effective date of any scheduled decrease in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), the Pledgor may, so long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, originate written instructions to the Administrating Bank to withdraw funds on deposit in the Account (and the Administrating Bank will, within five (5) Business Days after its receipt of such instructions, transfer such funds to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time) in an amount equal to the excess of (i) the aggregate amount of funds on deposit in the Account on the date of such transfer over (ii) the total Maximum Drawing Amounts of the Letters of Credit on such date (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement).

SECTION 7. Further Assurances. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrating Bank may reasonably request, in order to perfect, maintain or continue the perfection of, or otherwise protect any security interest granted or purported to be granted hereby or to enable the Administrating Bank to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 8. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien, claim, option, control or right of others, except for the Lien created by this Agreement and Liens in favor of the Administrating Bank created by operation of law.

(b) The pledge and assignment of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations.

(c) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge and assignment by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the security interest created hereby (including, without limitation, the first priority nature of such security interest) or (iii) for the exercise by the Administrating Bank of its rights and remedies hereunder.

(d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(e) The Pledgor has, independently and without reliance upon the Administrating Bank or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

SECTION 9. Transfers and Other Liens. The Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the Lien under this Agreement.

SECTION 10. Administrating Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints the Administrating Bank the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, at any time and from time to time during the continuance of a Reimbursement Event of Default or Prepayment Event or in the event that the Administrating Bank, in its reasonable discretion, deems such action to be necessary or advisable to protect its security interest in the Collateral, to take any action and to execute any instrument which the Administrating Bank may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(b) to receive, indorse and collect any drafts or other instruments or documents in connection with clause (a) above, and

(c) to file any claims or take any action or institute any proceedings that the Administrating Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrating Bank with respect to any of the Collateral.

SECTION 11. Administrating Bank May Perform. If the Pledgor fails to perform any agreement contained herein, the Administrating Bank may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrating Bank incurred in connection therewith shall be payable by the Pledgor under Section 14.

SECTION 12. The Administrating Bank's Duties. The powers conferred on the Administrating Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrating Bank shall have no duty as to any Collateral, as to ascertaining or taking action with respect to any matters relative to any Collateral, whether or not the Administrating Bank or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrating Bank shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Admin istrating Bank accords its own property.

SECTION 13. Remedies upon Default. If any Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing:

(a) The Administrating Bank may, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account against the Obligations or any part thereof.

(b) The Administrating Bank may also exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (whether or not the Uniform Commercial Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrating Bank's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrating Bank may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrati ng Bank shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. All proceeds of any sale of Collateral, if not applied against the Obligations, shall be maintained in the Account as Collateral. The Administrating Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Any cash held by the Administrating Bank as Collateral and all cash proceeds received by the Administrating Bank in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrating Bank, be held by the Administrating Bank in the Account as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to the Administrating Bank pursuant to Section 14) in whole or in part by the Administrating Bank for the benefit of the Secured Parties against, all or any part of the Obligations in such order as the Administrating Bank shall elect. Any surplus of such cash or cash proceeds held by the Administrating Bank and remaining after the indefeasible payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. If, after the application by the Administrating Bank of the cash proceeds of the Collateral to the payment of the Obligations, any portion of the Obligations remains unpaid, the Pledgor shall be and remain liable for such deficiency until all of the Obligations have been indefeasibly paid in full in cash.

SECTION 14. Indemnity and Expenses. (a) The Pledgor agrees to indemnify and hold harmless each Secured Party and its respective Affiliates, and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party"), from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) incurred by or asserted against such Indemnified Party in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnified Party shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or the Collateral, except to the extent that such claims, losses or liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party.

(b) The Pledgor will upon demand pay to the Administrating Bank the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, which the Administrating Bank may incur in connection with (i) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrating Bank or any other Secured Party hereunder or (iii) the failure by the Pledgor to perform or observe any of the provisions hereof.

SECTION 15. Amendments, Etc. No amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor or the Administrating Bank herefrom, shall in any event be effective unless the same shall be in writing and signed by the Pledgor and the Administrating Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 16. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic, facsimile, telex or cable communication) and mailed, telegraphed, telecopied, telexed, cabled or delivered, if to the Pledgor or to the Administrating Bank, at its address specified in Section 15 of the Reimbursement Agreement, or, as to either party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective (i) five days after when deposited in the mails, or (ii) when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrating Bank shall not be effective until received by the Administrating Bank.

SECTION 17. Continuing Security Interest; Assignments. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest to occur of (i) the indefeasible payment in full in cash of the Obligations, (ii) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and (iii) the expiration or termination of all Letters of Credit, (b) be binding upon the Pledgor, its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (c) inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash of the Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and the expiration or termination of the Letters of Credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrating Bank will, at the Pledgor's expense, execute and deliver to the Pledgor such documents and take such other actions as the Pledgor shall reasonably request to evidence such termination.

SECTION 18. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Unless otherwise defined herein or in the Reimbursement Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code are used herein as therein defined.

SECTION 19. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In furtherance of the foregoing, it is understood and agreed that signatures hereto submitted by facsimile transmission shall be deemed to be, and shall constitute, original signatures.

SECTION 20. Jurisdiction

Each of the parties hereto irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in any court of the State of New York or any court of the United States of America located in the State of New York, (ii) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such suit, action or proceeding and (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 20 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.,

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Agreed and Accepted:

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

SIGNATURE PAGE TO CASH COLLATERAL SECURITY AGREEMENT

EX-10 11 a10c.htm

Exhibit 10(c)

March 31, 2003

Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

Dear Bob:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our revised offer to you for the ESI System Officer position of Senior Vice President and General Counsel. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
   
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
   
3. Base Salary. Your annual rate of pay shall be FOUR HUNDRED TWENTY THOUSAND AND NO/100 ($420,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
   
4. Signing Bonus. Shortly after your employment commences with ESI, but subject to the repayment provisions set forth herein, you will receive a one-time Signing Bonus of ONE HUNDRED THOUSAND AND NO/100 ($100,000) dollars or you may defer receipt until you leave Entergy System employment. Such deferral will be in accordance with all of the terms and conditions of the Executive Deferred Compensation Plan of Entergy Corporation and its Subsidiaries. If you wish to defer all or part of this Signing Bonus, your election must be made prior to your first day of employment. For your convenience, you may specify your deferral amount at the bottom of this Agreement. Although you are not being employed for a term, you agree that ESI will not have received adequate consideration for the Signing Bonus if you voluntarily resign or if your employment with ESI or any other System Company is involuntarily terminated for Cause (as defined in the last paragraph of this Section) within two ye ars after your first day of employment. Accordingly, if within two years after your first day of employment, you resign or your employment with ESI or any other System Company is terminated for Cause, you will repay to ESI within seven calendar days after demand by ESI a share of the Signing Bonus according to this schedule:

Prior to one-year employment
anniversary date:                                                                                 100% repayment required

After one year and prior to second
year employment anniversary date:                                                       50% repayment required

After two years employment:                                                                0% repayment required

For purposes of this Section, the term "Cause" shall mean:

1. the failure by you to substantially perform your duties (other than such failure resulting from your incapacity due to physical or mental illness) that has not been cured within 30 days after a written demand for substantial performance is delivered to you by your System Company employer, which demand specifically identifies the manner in which such employer believes that you have not substantially performed your duties; or
   
2. the engaging by you in conduct which is materially injurious to any System Company, monetarily or otherwise;
   
3. your 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 your ability to carry out your duties or upon the reputation of any System Company;
   
4. a material violation by you of any agreement you have with a System Company, including but not limited to Section 14 hereof; or
   
5. unauthorized disclosure by you of Proprietary Information (as defined in the Section entitled "Confidentiality") of any System Company.
5. Up-front Stock Options Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 12,100 stock options of Entergy Corporation common stock (at an option price equal to the fair market value of Entergy Corporation common stock on the date of grant - - your hire date) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") if you are deemed an "insider" under Rule 16 of the Securities Exchange Act of 1934, or otherwise under the terms and conditions of the Entergy Corporation and Subsidiaries Equity Awards Plan (the "EAP"). It is anticipated that the Personnel Committee will grant such options to vest at the rate of one-third on each of the first three anniversaries of the date of grant if you are a System Company employee on each such date, in accordance with the terms and conditions of the EOP or EAP, as applicable. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separation from service, if earlier.
   
6. Up-front Restricted Share Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 2,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the EOP or the EAP, as applicable. Restrictions on these Units (without dividends) will be lifted at the rate of 666 Units per year over the first two-year period (beginning with the first anniversary of Employee's employment date); and, restrictions on the remaining 667 Units (without dividends) will be lifted on the third anniversary of Employee's employment date.
   
7. Additional Benefits. Upon employment, you are eligible for the following additional benefits:
1. Executive Annual Incentive Plan. Beginning in the calendar year 2003, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 60% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 15%	60%	120%
$0 to $63,000	$252,000	$504,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 60% Target level) and is not bracketed at the 12.5%, 50% or 100% levels. Further, individual awards are discretionary.

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:
• 5,000 performance units (with a maximum opportunity of 200% of that Target) for the 2002 to 2004 performance cycle; and,
• 5,800 performance units (with a maximum opportunity of 200% of that Target) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at least at System Management Level 4 (note: ML 4 is one level lower that this offer at ML 3) with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2003 to 2005 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2003

Minimum	Target	Maximum
0 or 1,500 Units	5,800 Units	11,600 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on July 1, 2003, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,500 performance units (i.e., 5,000 Target performance units for the 36-month period times 18/36 prorated months of participation equals 2,500 performance units, plus accumulated dividends). At maximum, the number of units would be 5,000 (i.e., 200% of the 2,500 units at Target.)

1. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 18,900 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separat ion from service, if earlier.
   
2. Vacation. You will be eligible for four (4) weeks' vacation annually beginning in 2003.
   
3. Relocation Assistance (one month's salary). You will be eligible for benefits under the Company's relocation program, including a lump sum cash payment of one month's salary ($35,000); paid at the time you relocate, for miscellaneous relocation expenses.
   
4. Retirement Benefits.

You will be offered participation in both of the following two retirement plans. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Pension Equalization Plan with Supplemental Credited Service (SCS) - See attached estimate. The Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. Further, for purposes of calculating your total retirement benefit, ten (10) years of service will be added to your Entergy System benefit service. See attached estimate of your Supplemental Credited Service Agreement ("SCSA") benefits at various retirement ages (with company permission). This added service is contingent upon execution of a SCSA participation application.
• System Executive Retirement Plan (SERP) - See attached estimate. You will be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates (see attached table) that are generally greater than the 1.5% per year flat rate under the Retirement Plan. Further, for purposes of calculating your total retirement benefit, five (5) years of service will be added to your Entergy System benefit service. The replacement rate that corresponds to your years of service (including the 5 added years) is applied to your highest three-year average base salary and corresponding annual incentive payments. You will become eligible for a reduced benefit under this Plan once you reach a minimum of age 55 with ten years of actual service (reduction rate = 2% for every year your retirement preceded your 65^th birthday). Your participation in this P lan is contingent upon execution of a SERP agreement shortly after your hire date.
1. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). If a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to two (2) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for two year following your date of separation from service.
   
2. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans, and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, Defined Contribution Restoration Plan, Pension Equalization Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any System Company spons ored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.
7. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, nor an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.
   
8. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.
   
9. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.
   
10. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.
    
11. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
    
12. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:
Sr. Vice President, Human Resources & Administration
Entergy Services, Inc.
639 Loyola Avenue, 14^th Floor
New Orleans, LA 70113

If to you, addressed as follows:
Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

13. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.
    
14. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may not be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for Cause.
    
15. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
    
16. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
    
17. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
    
18. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until April 9, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Robert D. Sloan

Signing Bonus amount I wish to defer: $ ____________ Signature: _______________________

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

                                                                                                    ENTERGY SERVICES, INC.,
                                                                                                    BY ITS DULY AUTHORIZED AGENT:

                                                                                                    Date: _____________________________________

                                                                                                    Signature: _________________________________

                                                                                                    Printed Name: _____________________________

                                                                                                    Title: _____________________________________

EX-10 12 a10d.htm

Exhibit 10(d)

EXECUTIVE DEFERRED COMPENSATION PLAN

OF ENTERGY CORPORATION AND SUBSIDIARIES

(As Amended and Restated Generally Effective February 13, 2003)

On October 25, 1996, the Board of Directors of Entergy Corporation approved, authorized and adopted the Entergy Executive Compensation Deferral Program for the benefit of certain executive employees of Entergy Corporation and its subsidiaries. On December 4, 1998, the Board of Directors of Entergy Corporation amended, restated and renamed the program as the Executive Deferred Compensation Program of Entergy Corporation and Subsidiaries. On October 29, 1999, the Board of Directors of Entergy Corporation approved, authorized and adopted certain changes to the program that were incorporated into an amendment and restatement, which was renamed the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, and which was effective January 1, 2000. The Plan has since been amended from time to time, and is now hereby amended and restated in its entirety to incorporate such prior amendments and those additional amendments approved by the Personnel Committee of the Board of Directors on February 13, 2003.

ARTICLE I

PURPOSE AND DURATION

1.01 Purpose. The Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries has as its purpose attracting and retaining certain executive employees who are members of a select group of management or highly compensated employees. The Plan is designed to aid Participants in furthering their financial independence by providing them with an opportunity to systematically defer receipt of a portion of their eligible compensation as a means for providing benefits for the Participant at termination of employment. The Plan thereby defers taxation of such benefits to the Participant until distribution, pursuant to Section 451 of the Internal Revenue Code of 1986, as amended. The Plan is intended to be a top-hat plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. Effective December 7, 2001, the Pla n's purpose of attracting and retaining certain executive employees has been enhanced by allowing a System Management Participant the opportunity to defer receipt of all or a portion of his Executive Plan Benefits.

1.02 Scope and Duration. Entergy hopes and expects to continue the Plan indefinitely but expressly reserves the right to amend or terminate it, or discontinue recognition of any further deferrals under its terms, and each employer reserves the right to withdraw from the Plan, subject to the provisions hereinafter set forth. The benefits payable under the Plan are independent of any benefits the Employee is or may become entitled to receive under any funded pension, profit sharing, stock bonus or savings plan, except that the measure of the future value of amounts credited to a Participant's Account hereunder shall be based on the relative value of such Account balances had those balances represented actual dollars invested in selected investment funds from time to time available at the Administrator's discretion under the Savings Plan and/or any other measure that the Administrator may from time to time thereafter establish for purposes of this Plan.

ARTICLE II

DEFINITIONS

The following terms shall have the meaning hereafter indicated unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account the Administrator maintains, on a book-entry basis only, for each Participant under the Plan. Such Account shall include a book entry for the deferrals elected by the Participant hereunder subject to change or adjustment based on the changes in the relative value of those Investment Funds that the Participant from time to time directs as the basis for the valuation of the deferred amounts allocated to his or her Account. No actual dollars are maintained in, nor accounted for under, any such Account.

2.02 "Administrator" shall mean the Personnel Committee established by the Board of Directors, or such other individuals or committee (not fewer than three in number) as shall from time to time be designated in writing by the Chairman of the Board of Directors as the administrator of the Plan. The Administrator shall be the "plan administrator" for the Plan within the meaning of ERISA. Notwithstanding the foregoing, from and after the date immediately preceding the commencement of a Change in Control Period, the "Administrator" shall mean (a) the individuals (not fewer than three in number) who, on the date six months before the commencement of the Change in Control Period, constitute the Administrator, plus (b) in the event that fewer than three individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided, however, that the maximum number of individuals constituting the Administrator shall not exceed six.

2.03 "Available Base Salary" shall mean that portion of a Participant's Base Salary that remains after the deduction or reduction of such Base Salary on account of all appropriate or required tax withholdings, loan repayments, contributions under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan), deferral contributions pursuant to Code 401(k) or otherwise under the Savings Plan, United Way or other charitable deductions or contributions, political action committee contributions, garnishments or other legally required or mandated deductions (i.e., Internal Revenue Service levies), and any other deductions or reductions related to contributions to any other employee benefit plan from time to time sponsored by Entergy Corporation or in which the Employer is the sponsor or a participating employer.

2.04 "Base Salary" shall mean the regular or normal salary, exclusive of overtime or bonuses, normally payable to a Participant during any period of Covered Employment including the amount, if any, such Employee defers as a deferral contribution pursuant to Code 401(k) or otherwise under the Savings Plan, and under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan).

2.05 "Beneficiary" shall mean any person or persons designated by a Participant to whom distribution of the Deferred Compensation credited to his Account shall be made in the event of his death prior to the full receipt thereof. A Participant may, prior to termination of his employment, designate one or more primary and contingent Beneficiaries to whom distribution of such Deferred Compensation shall be made in the event of his death prior to the full receipt thereof; provided, however, that in the event the Participant is married and no designation of Beneficiary is received by the Administrator prior to his death, such primary Beneficiary shall be deemed to be the Participant's surviving spouse. The Participant may elect to change or revoke his designated Beneficiary at any time; provided, however, that such new election or revocation shall not be effective unless in writing on forms provided by the Administrator and shall not in any event be effective unless and until filed with the Admini strator. If no designated or deemed Beneficiary survives the Participant or former Participant, or if an unmarried Participant or former Participant fails to designate a Beneficiary under the Plan, such Deferred Compensation shall be paid to his estate.

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

2.07 "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 twenty-five percent (25%) 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 (b) 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 of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
   
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 of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period 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 (1) the insolvency or bankruptcy of Entergy Corporation; or (2) 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 Participants under the Plan; or (3) 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.

2.08 "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.

2.09 "Claims Administrator" shall mean the Administrator or its designee responsible for administering claims for benefits under the Plan.

2.10 "Claims Appeal Administrator" shall mean the Administrator or its delegee responsible for administering appeals from the denial or partial denial of claims for benefits under the Plan.

2.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.12 "Covered Employment" shall mean that period during which a Participant is actively employed by an Employer and is eligible for participation hereunder under the terms and conditions set forth in the Plan.

2.13 "Deferred Compensation" shall mean the amount of deferred Base Salary, Incentive Compensation, Executive Plan Benefits, and EOP or EAP Deferrals credited to a Participant's Account, as valued at any given point in time based on the relative value of the respective Investment Funds that the Participant directs over time less administrative charges or costs, and that would be available for distribution assuming that all requirements and requisites for distribution under the Plan are satisfied.

2.14 "Designation Date" shall mean the date or dates as of which an initial or subsequent designation of deemed investment directions by a Participant takes effect pursuant to Section 4.09.

2.15 "EAIP" shall mean the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.16 "Employee" shall mean an employee of a System Company who is in the select group of management or highly compensated employees.

2.17 "Employer" shall mean the System Company with which the Participant is last employed on or before the Participant's termination from System employment.

2.18 "EOP" and "EAP" shall mean, respectively, the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries and the Entergy Corporation and Subsidiaries Equity Awards Plan, both as amended from time to time.

2.19 "EOP or EAP Deferrals" shall mean Performance Units, Restricted Share Units, or Equity Awards under the EOP or EAP for which a System Management Participant has made an effective Deferral Election in accordance with the terms and conditions of the EOP or EAP, as applicable, and with respect to which the System Management Participant makes a subsequent election to have such deferred Performance Units, Restricted Share Units, or other Equity Awards deferred under and deemed invested in one or more Investment Funds under this Plan in accordance with the terms and conditions set forth in Section 4.04 of this Plan. Notwithstanding any provision of this Plan to the contrary, Performance Units, Restricted Share Units, or other Equity Awards shall not be eligible "EOP or EAP Deferrals" unless specifically authorized by the Senior Vice-President, Human Resources and Administration. In addition, deferred gains from the exercise of stock options under the EOP or EAP shall not be "EOP or EAP Deferrals."

2.20 "Executive Plan Benefits" shall mean a lump sum benefit payable to a System Management Participant from one of the following Entergy Corporation sponsored non-qualified plans, in accordance with the terms and conditions of such plans: Pension Equalization Plan of Entergy Corporation and Subsidiaries, Post-Retirement Plan of Entergy Corporation and Subsidiaries, Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, System Executive Retirement Plan of Entergy Corporation and Subsidiaries, and Defined Contribution Restoration Plan of Entergy Corporation.

2.21 "Incentive Compensation" means: (a) the amount of any incentive award payable based on performance years commencing on or after January 1, 1997 that a Participant may become eligible to receive during a period of Covered Employment under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, (b) the amount of any additional types or forms of compensation (including, but not limited to, Restrictive Share Units under the EOP or EAP, any amount awarded under the Long Term Incentive Program of the EAP for performance periods ending on or after December 31, 2003, and signing bonuses) that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, and (c) any amount awarded und er the Long Term Incentive Program of the EOP for performance periods ending on or after December 31, 2003. The determination by the Administrator or by the Senior Vice-President, Human Resources and Administration as to the inclusion or exclusion of any compensation with respect to one or more Employees as "Incentive Compensation" under the terms of this Plan shall be final and binding on all parties.

2.22 "Investment Funds" shall mean, at the discretion of the Senior Vice-President, Human Resources and Administration, the several T. Rowe Price investment funds from time to time available under the Savings Plan (but excluding the Entergy Stock Fund), and/or any other investments that the Senior Vice-President, Human Resources and Administration may from time to time thereafter establish for purposes of this Plan after consideration of the costs associated with, and the flexibility granted by, such investments, which investments shall be used as a basis for determining the value of Deferred Compensation credited to a Participant's Account.

2.23 "Participant" shall mean any Employee who (a) is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals pursuant to Section 3.01 and (b) elects to do so. Any employee who is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals under this Plan and has Deferred Compensation allocated to his Account hereunder shall remain a Participant through the date on which all such sums are distributed pursuant to Section 4.11, 4.12, 4.13 or 4.14, as applicable. Such Employee's status as a Participant through the date of any such distribution does not convey any continued right to defer additional sums hereunder nor to make any further investment directions with respect to book-entry amounts held in his Account except in accordance with rules and procedures established by the Administrator.

2.24 "Personnel Committee" shall mean the Personnel Committee of the Board of Directors.

2.25 "Plan" shall mean this Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated generally effective February 13, 2003, and any amendments, supplements or modifications from time to time made hereto.

2.26 "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 of Directors 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).

2.27 "Savings Plan" shall mean the Savings Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.28 "System" shall mean Entergy Corporation and all other System Companies, and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 7.03 of this Plan.

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 as contemplated in Section 7.03 of this Plan.

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 is currently, or was immediately prior to the commencement of a Change in Control Period, at one of the System Management Levels set forth in Section 2.30. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 4.06(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 4.06.

2.32 "Valuation Date" shall mean the valuation date relating to the date on which the Participant is scheduled to have Deferred Compensation distributed to him in accordance with Section 4.11, 4.12, 4.13 or 4.14, files or makes a change in investment direction, or transfers from one System employer to another, as applicable to the particular circumstances requiring the valuation of the Deferred Compensation allocated to the Participant's Account. For purposes of periodic reporting and disclosure to Participants as to the relative value of their Account, the "Valuation Date" shall be the last business day immediately preceding the Participant's inquiry or such other date as the Administrator may determine and disclose in any such report or disclosure.

ARTICLE III

PARTICIPATION

3.01 Eligibility and Participation. Any Employee who is employed on a salaried basis in a bona fide executive, administrative, or professional capacity at a specified rate per annum, and who has been approved and remains eligible for participation in EAIP shall be eligible to participate in the Plan during his period of Covered Employment. Subject to the provisions of the Plan and without limiting the eligibility of those persons described herein, the Administrator shall from time to time designate as eligible hereunder such other Employees who, in the written opinion of the Administrator, have significant responsibility for the continued growth, development and financial success of Entergy Corporation and any of its affiliates. An Employee described above who elects to participate shall become a Participant in the Plan. A Participant may lose his eligibility to participate at any time by written determination of the Administrator, but shall retain his rights hereunder to the Deferred Compens ation credited to his Accounts through the date of any such removal. The Administrator shall have complete discretion to terminate the participation by any Participant who has made a willful and deliberate misrepresentation or false statement to the Administrator as a means for qualifying for, or obtaining, a distribution under the Plan.

3.02 Removal from Participation.

1. A Participant made eligible under the terms of Section 3.01 shall lose his eligibility to participate under the Plan on the later of the following events: (1) termination of System employment; or (2) distribution of all the Deferred Compensation credited to his Account under the Plan; (3) loss of eligibility to participate under the EAIP unless the Administrator, in its discretion, has designated such employee as an Employee who is eligible to participate pursuant to Section 3.01 above; or (4) written revocation of Participant status pursuant to Section 3.01 above based on a false or misleading statement or representation made by the Participant to the Administrator in the exercise of any and all rights, options or directions available to the Participant under the terms of the Plan. That is, by way of illustration and without limiting the breadth of the foregoing, if the Participant makes a willful and deliberate misrepresentation to the Administrator as a means for qualifying for, or obtaining, a Hards hip Distribution under Section 4.11, such Participant shall be subject to immediate loss of continued Participant status except to the extent of any Deferred Compensation previously allocated to his Account under the Plan. Further, any willful or deliberate misrepresentation made by a Participant shall subject the Participant to disciplinary actions, including discharge, by the Employer or the right of the Administrator to demand and recover from the Participant any amounts distributed to the Participant based on any such false or misleading statements or misrepresentations.
   
2. Further, if any Participant loses his eligibility for participation in the EAIP and has not otherwise been designated as an eligible Employee by the Administrator hereunder, such Participant shall remain a Participant solely as to the Deferred Compensation credited to his Account on the date on which his participation in the EAIP ceases, and such participation hereunder shall continue until the later of the occurrence of one of the events described in 3.02(a).

3.03 Continuation of Participation through Distribution. Notwithstanding anything stated in Section 3.02 to the contrary, a Participant shall remain a Participant through the date on which his Deferred Compensation is distributed to him, except that a Participant who has experienced any of the events or circumstances described in Section 3.02(a) shall not be permitted to make any further deferrals under the Plan after the date of such event. As to any undistributed Deferred Compensation credited to his Account prior to occurrence of an event or circumstance described in Section 3.02(a), such Participant may continue to make investment directions in accordance with Section 4.09, subject to the rules, regulations and procedures from time to time established by the Administrator.

ARTICLE IV

DEFERRAL ELECTIONS

4.01 Deferral of Base Salary.

(a) Subject to the applicable deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations and procedures as may be established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Base Salary (but not amounts in excess of his Available Base Salary). Such initial Base Salary deferral election must be made prior to the beginning of the first complete payroll period with respect to which such Base Salary is payable and in such form as the Administrator (or its delegate) may require. Any such election shall remain in effect with respect to future Base Salary amounts through the earlier of (1) the Participant's termination of employment or loss of Participant status under Section 3.02(a) above, whichever is earlier, or (2) the effective date for any election made by the Participant with respect to future Base Salary amounts subsequent to such initial election. Any such election shall be g iven prospective effect only and shall not adversely affect any Deferred Compensation deferred or credited to the Participant's Account based on any prior deferral election.

(b) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Base Salary.

4.02 Deferral of Incentive Compensation.

1. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Incentive Compensation. However, with respect to Incentive Compensation payable under the terms of the EAIP for performance years ending prior to January 1, 2004, a Participant could not initially defer under this Plan more than the amount of such Incentive Compensation attributable to the same performance year that was deferred by the Participant under the terms of the Equity Awards program of the EOP or EAP, as applicable.
2. Each initial deferral election shall be made in such form as the Administrator (or its delegate) may require and in accordance with the following provisions:
1. With respect to Incentive Compensation payable under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, an initial deferral election must be made prior to the beginning of performance year with respect to which such Incentive Compensation relates.
   
2. With respect to (i) amounts awarded under the Long Term Incentive Program ("LTIP") of the EOP for performance periods ending on or after December 31, 2003, or (ii) amounts awarded under the LTIP of the EAP for performance periods ending on or after December 31, 2003 that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the earliest date such award under the EOP or EAP may be delivered to the Participant, but in no event later than the date that precedes by six months the end of the applicable performance period.
   
3. With respect to Restricted Share Units awarded under the EOP or EAP that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the expiration of the Restricted Period for such award under the EOP or EAP, as applicable, but in no event later than the date that precedes by six months the expiration of the Restricted Period for such award under the EOP or EAP, as applicable.
   
4. With respect to all other Incentive Compensation that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made prior to the commencement of the first payroll period with respect to which such Incentive Compensation is earned and no later than end of the calendar year immediately preceding the earliest date such Incentive Compensation is otherwise scheduled for payment to the Participant, but in no event later than the date that precedes by six months the scheduled payment date of such Incentive Compensation.

Any such election shall apply only to Incentive Compensation payable with respect to a single performance period and shall not have any continuing deferral effect or application as to Incentive Compensation payable for any future performance periods. That is, a separate Incentive Compensation deferral election must be made with respect to the Incentive Compensation payable for each performance period.

(c) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Incentive Compensation.

4.03 Deferral of Executive Plan Benefits. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to convert the entire amount of his Executive Plan Benefits to an equivalent credited balance under this Plan. Any election to convert Executive Plan Benefits into this Plan must include the entire value of such Executive Plan Benefits. A System Management Participant may then elect to defer (in one- percent increments) under this Plan any percentage of his converted Executive Plan Benefits.

For purposes of this Plan, an initial Executive Plan Benefits conversion and deferral election must be made at least 6 months prior to: (a) 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"); (b) 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 (c) the earliest distribution date of Executive Plan Benefits following a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries) and in such form as the Administrator (or its delegate) may require.

4.04 Rebalancing of EOP or EAP Deferrals. System Management Participants shall not be eligible to rebalance EOP or EAP Deferrals, unless and until specifically authorized by the Senior Vice-President, Human Resources and Administration. Subject to the immediately preceding sentence, the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to further defer all or any whole percentage of his EOP or EAP Deferrals to an equivalent credited balance under this Plan.

For purposes of this Plan, an initial election to further defer EOP or EAP Deferrals to an equivalent credited balance under this Plan must be made in such form and at such time as the Administrator (or its delegate) may require. A System Management Participant's existing deferral election under the EOP or EAP, as applicable, shall continue to govern the timing of deferral of any EOP or EAP Deferral amount converted to an equivalent credited balance under this Plan. Any Successive Deferral Election (as defined below) with respect to an EOP or EAP Deferral amount deferred under this Plan shall be made in accordance with, and governed by, the remaining provisions of this Article IV.

4.05 Deferral Receipt Date for System Management Participants. Receipt of Deferred Compensation may be deferred to such date or dates as a System Management Participant shall specify in a 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 Compensation 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 Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral may be postponed beyond termination of employment, but in no event later than death.

4.06 Deferral Election Procedure for System Management Participants. Each deferral election shall be effective upon its execution and delivery to the Administrator (or its delegate), provided such delivery is made in accordance with the time or times specified in this Article IV. Once made, a deferral election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously Deferred Compensation (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 Administrator (or its delegate), provided always that:

1. 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 Administrator (or its delegate) of such election;
   
2. 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
   
3. No Successive Deferral Election may be made following the System Management Participant's termination of employment unless such 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.

4.07 Deferral Election Procedure for All Participants. With respect to all Participants, the Administrator 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 by a System Management Participant) and may condition such elections in any manner that such Administrator 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 by a System Management Participant) or to reject any such deferral election (including any Successive Deferral Election by a System Management Participant) as the Administrator 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 by a System Management Participant) is delayed pursuant to such authority, the Administrator shall notify the Participant of such delay and advise the Participant of the anticipated effective date of such election.

4.08 Accounts. The amount of any deferrals elected by the Participant pursuant to Sections 4.01, 4.02, 4.03 and 4.04 respectively, shall be credited to the Account established and maintained for such Participant. Such Account of the Participant shall be the record of cumulative Deferred Compensation attributable to his deferrals under the Plan, solely for accounting purposes and, as provided in Section 5.01, shall not require a segregation of any System Company assets.

4.09 Deemed Investment Direction of Participants. Subject to such limitations as may from time to time be required by law, imposed by the Administrator, or contained elsewhere in the Plan and subject to such operating rules and procedures as may be imposed from time to time by the Administrator, prior to and effective for each Designation Date, each Participant may communicate to the Administrator, or to any person to whom the Administrator has delegated such Administrative duties, a direction as to how his Account should be deemed to be invested among the Investment Funds as such are from time to time available under the Savings Plan. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant's Account that is requested to be deemed to be invested in the respective Investment Funds on a book-entry basis only and shall be subject to such rules and procedures for direction of investments under the Savings Plan, as modified by the Administrator with respect to the Plan. Unless and until the Employer elects, in its discretion, or is required to fund the obligations of the Employer reflected by the Deferred Compensation pursuant to Article V, no actual investments in the several Investment Funds shall be made hereunder, and the Participants shall have no right, claim or demand with respect to any such Investment Funds based on the deemed investment of Deferred Compensation.

4.10 Allocation of Deemed Earnings or Losses on Accounts. Pursuant to Section 4.09, each Participant shall have the right to direct the Administrator as to how the Deferred Compensation credited to his Account shall be deemed invested. The Administrator shall maintain records that track or replicate the performance of such deemed investments in the respective Investment Funds consistent with the Participant's directions. The Participant's account will be credited with the increase or decrease in the realizable net asset value of the designated deemed investments. As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value of each Investment Fund since the preceding Valuation Date shall be credited among the respective Participants' Accounts deemed to be invested in that Investment Fund in accordance with the ratio that the portion of the Deferred Compensation Fund bears to the aggregate of all amounts deemed to be invested within that same Investment Fund. For instance, if the net asset value per unit held in the Investment Fund increased by 2%, the Participant's Account shall be credited with 2% per unit deemed held by the Participant's Account in such Investment Fund pursuant to his investment directions.

4.11 Hardship Distributions. At any time a Participant may apply to the Administrator for a special distribution of all or any part of his Account 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 Participant and/or members of his immediate family;
2. to prevent the foreclosure or eviction from the Participant's primary residence;
3. funeral expenses for an immediate family member of the Participant; or
4. substantial casualty losses.

The Senior Vice-President, Human Resources and Administration, on behalf of the Administrator, shall consider the circumstances of each such case and the best interest of the Participant and his family and shall have the right, in his 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 Participant's employer shall make the appropriate distribution to the Participant from its general assets in respect of the Participant's Account and the Administrator shall accordingly reduce or adjust the amount of Deferred Compensation credited to the Participant's Account. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Account. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the Participant's app lication for the special distribution. If the amount of the requested distribution equals or exceeds the full value of the Deferred Compensation credited to the Participant's Account on such Valuation Date and a special distribution is subsequently made hereunder, the Account shall not thereafter be credited with further earnings or losses with respect to the distributed amounts pursuant to Section 4.10.

4.12 Accelerated Distribution to System Management Participant 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 System Management Participant of any part of System Management Participant's Deferred Compensation Account, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on such accelerated Deferred Compensation (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

4.13 Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a Participant, of one or more irrevocable deferral elections or Successive Deferral Elections (in the case of a System Management Participant), if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that such Participant's Deferred Compensation Account constitutes taxable income to the Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Compensation is scheduled to be distributed to the Participant, such Participant may require the immediate payment to the Participant of such amount of Participant's Deferred Compensation Account as is held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 4.13, the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if s uch claim is upheld by a court of final jurisdiction, or if the Employer, or the Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the 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.

4.14 Payment of Deferred Compensation.

1. System Management Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11, distributed in an accelerated distribution subject to penalty pursuant to Section 4.12, or distributed due to current taxation pursuant to Section 4.13, a System Management Participant who has Deferred Compensation credited to his Account shall be entitled to irrevocably elect at least six (6) months prior to his Deferral Receipt Date to receive such Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, either in (i) a single-sum cash distribution from the Employer as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date; or (ii) in substantially equal annual cash installments payable over a period not to exceed ten (10) years from the System Management Participant's Deferral Receipt Date, in which case those amounts not yet distributed to the System Management Participant shall continue to be deemed invested in accord ance with Section 4.09. In the event a System Management Participant elects the installment payment method set forth in (ii) above and thereafter dies prior to receiving his entire Deferred Compensation amount, such remaining unpaid Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, shall be paid in a single-sum cash distribution to the System Management Participant's Beneficiary as soon as reasonably practicable following the System Management Participant's date of death.

 (b) All Other Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11 or distributed due to current taxation pursuant to Section 4.13, a Participant who is not a System Management Participant and who has Deferred Compensation credited to his Account shall be entitled to receive a cash distribution from the Employer within thirty days of his retirement or termination of employment with Entergy and all of its affiliates, or as reasonably practicable thereafter, as the Administrator shall determine. Such distribution shall be an amount equal to the value of the Deferred Compensation credited to his Account as of the effective date of the Participant's retirement or termination from service, less any amounts withheld to satisfy federal and state income tax withholding obligations.

4.15 Acceleration Upon Death. Notwithstanding an irrevocable deferral election (including any Successive Deferral Election by a System Management Participant), if a Participant dies, all of a System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of Participant's Deferred Compensation Account as of the time of his death (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.

4.16 Non-Transferability. Deferred Compensation 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.

ARTICLE V

SOURCE OF PAYMENTS

5.01 Unfunded Plan. In the case of Deferred Compensation credited to a Participant's Account under the Plan, no actual units in the respective Investment Funds shall be purchased at the time of the deferrals, and Entergy, the Employer and the Plan, or any one of them, shall not be required to set aside a fund or assets for the payment of any such Deferred Compensation. It is a condition of the Plan, and the Participant expressly agrees, that neither he nor any other person or entity shall look to any other person or entity other than the Employer for the payment of benefits under the Plan. The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any such person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by the Employer or in which the Employer may have any right, title or interest now or in the future. However, the Participant or any such person or entity shall have the right to enforce his claim against the Employer in the same manner as any other unsecured creditor of the Employer.

5.02 Employer Liability. At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for the future benefit payments under the Plan. However, (a) a System Company employer shall be under no obligation to fund the benefits provided under this Plan; (b) the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and (c) such funds may be available for any purpose the System Company may choose. Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder provided, however, any and all rights that any such Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.  The Employer reserves the right, in its sole discretion, to establish and maintain a rabbi trust to hold assets that may be used to cover the Employer's costs of the Plan including, without limitation, a rabbi trust that provides for the actual investment of contributions in the respective Investment Funds, as available to the Employer, on the same basis as the deemed investment directions made by the Participant pursuant to Section 4.09.

5.03 Establishment of Trust. Notwithstanding any provisions of this Article V to the contrary, within thirty (30) days following a Change in Control, each Employer 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 Employer's contribution shall be in an amount equal to the total benefits credited to such Employer's Plan Participants (including a Participant's Beneficiary) under the Plan through the date of any such Change of Control. If one or more of an Employer's Participants shall continue to be employed by a System Company of Entergy after such a Change of Control, each calendar year the Employer 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 credited to the Employer's Plan account under the Trust that is equal to the total unpaid benefits of the Employer's Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section 5.03 to the contrary, an Employer may make contributions to the Trust prior to a Change of 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 Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Administrator shall operate and administer the Plan and, as such, shall have the authority as Administrator to exercise the powers and discretion conferred on it by the Plan, including the right to delegate any function to a specified person or persons. The Administrator shall discharge its duties for the exclusive benefit of the Participants and their Beneficiaries.

6.02 Powers of the Administrator. The Administrator and any of its delegees shall administer the Plan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and discretion to make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan. All findings, decisions, or determinations of any type made by the Administrator, including factual determinations and any interpretation or construction of the Plan, shall be final and binding on all parties and shall not be disturbed unless the Administrator's decisions are arbitrary and capricious. The Administrator shall be the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit. By way of example, the Administrator shall have the sole and exc lusive power and discretion:

1. to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan;
   
2. to interpret the Plan including, without limitation, the power to use Administrator's sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;
   
3. to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive under the Plan;
   
4. to require such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;
   
5. to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;
   
6. to compute the amount and determine the manner and timing of any benefits payable under the Plan;
   
7. to execute or deliver any instrument or make any payment on behalf of the Plan;
   
8. to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;
   
9. to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan;
   
10. to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure;
    
11. to grant or establish Accounts pursuant to Article IV, to determine restrictions related to Deferred Compensation and any credits to or distributions from such Accounts, to determine the employees to whom, and the time or times when, participation in the Plan shall be permitted hereunder, and to determine the amount of Deferred Compensation to be credited to such Accounts for Participants; and
    
12. to determine the terms and provisions of the Participant deferral elections (which need not be identical).

For any acts not specifically enumerated above, when applying, construing, or interpreting any and all Plan provisions and/or fact questions presented in claims for benefits, the Administrator shall have the same discretionary powers as enumerated above.

6.03 Reliance on Reports and Certificates. The Administrator may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, counsel or other person who may from time to time be employed or engaged for such purposes.

6.04 Claims Administration. The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 6.02, such delegees shall have all powers, authority, and discretion necessary or proper for such purpose. In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

6.05 Filing Benefit Claims. Any claim asserting entitlement to a benefit under the Plan must be asserted within ninety (90) days after the event giving rise to the claim by sending written notice of the claim to the Claims Administrator. The written notice of the claim must be accompanied by any and all documents, materials, or other evidence allegedly supporting the claim for benefits. If the claim is granted, the claimant will be so notified in writing by the Claims Administrator.

6.06 Denial or Partial Denial of Benefit Claims. If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the Claims Administrator has received the claim. In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial ninety (90) day period. The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

1. the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;
   
2. if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and
   
3. an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

6.07 Appeal of Claims That Are Denied or Partially Denied. The claimant may request review of the Claims Administrator's denial or partial denial of a claim for Plan benefits. Such request must be made in writing within 60 days after claimant has received notice of the Claims Administrator's decision and shall include with the written request for an appeal any and all documents, materials, or other evidence which claimant believes supports his or her claim for benefits. The written request for an appeal, together with all documents, materials, or other evidence which claimant believes supports his or her claim for benefits should be addressed to the Claims Administrator, who will be responsible for submitting the appeal for review to the Claims Appeal Administrator.

6.08 The Appeal Process. The Claims Administrator will submit the appeal to the Claims Appeal Administrator for review of the denial or partial denial of the claim. Within sixty (60) days after the receipt of claimant's appeal, claimant will be notified of the final decision of the Claims Appeal Administrator, unless, in the Claims Appeal Administrator's sole discretion, circumstances require an extension of this period for up to an additional sixty (60) days. If such an extension is required, the Claims Appeal Administrator shall notify claimant of this extension in writing before the expiration of the initial sixty-day period. During the appeal, the Claims Appeal Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. The final decision of the Claims Appeal Administrator shall set forth in writing the facts and Plan provisions u pon which the decision is based. All decisions of the Claims Appeal Administrator are final and binding on all employees, Participants, their Beneficiaries, or other claimants.

6.09 Judicial Proceedings for Benefits. No claimant may file suit in court to obtain benefits under the Plan without first completely exhausting all stages of this claims review process. In any event, no legal action seeking Plan benefits may be commenced or maintained against the Plan more than ninety (90) days after the Claims Appeal Administrator's decision on appeal.

6.10 Non-Uniform Determinations. The Administrator's determinations under the Plan, including, without limitation, determinations as to the Employees eligible to defer a portion of their Available Base Salary and/or Incentive Compensation, and the terms and provisions of such deferrals, need not be uniform and may be made by it selectively among Employees who receive or are eligible to participate in the Plan, whether or not such Employees are similarly situated.

ARTICLE VII

TERMINATION OR AMENDMENT OF THE PLAN

7.01 Termination and Amendment. Subject to Sections 1.02 and 7.02, the Plan may be suspended, terminated, modified or amended at any time whatsoever by the Board of Directors of Entergy Corporation or any other person or persons whom the Board of Directors may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the respective Employers. Any such action shall be evidenced by the minutes of the Board of Directors or a written certificate of amendment or termination executed by any person or persons so authorized by the Board of Directors. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue in effect with respect to Deferred Compensation allocated to the Participant's Account on or before the date of such termination.

7.02 Restrictions on Amendment or Termination. Any amendment or modification to, or the termination of, the Plan shall be subject to the following restrictions:

1. No amendment to, or termination of, the Plan following a Change in Control shall reduce the amount credited to a Participant's Account under this Plan through the date of any such amendment or termination.
   
2. No amendment, modification, suspension or termination of the Plan may reduce the amount of benefits or adversely affect the manner of payment of benefits of any Participant or Beneficiary then receiving benefits, unless such modification is agreed to in writing and signed by the affected Participant or Beneficiary and by the Plan Administrator, or by their legal representatives and successors; and
   
3. Unless agreed to in writing and signed by the affected Participant and by the Plan Administrator, no provision of this Plan may be modified, waived or discharged before the earlier of: (i) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (ii) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

7.03 Successors. A System employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of its business and/or assets to expressly assume and agree to perform this Plan in the same manner and to the same extent that the System employer would be required to perform it if no such succession had taken place. Any successor or surviving entity that assumes or otherwise adopts this Plan as contemplated in this Section 7.03 shall succeed to all the rights, powers and duties of the Employer and the Board of Directors hereunder, subject to the restrictions on amendment or termination of the Plan as set forth in Section 7.02.

ARTICLE VIII

MISCELLANEOUS

8.01 Tax Withholding. Subject to such terms and conditions as may be established by the Administrator, the Participant shall pay to have withheld by the Employer any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to the Deferred Compensation distributed under this Plan or, in lieu of such withholding, shall remit to the Employer such amount as so necessary to satisfy such applicable federal, state or local tax withholding requirements promptly upon notification of the amounts due. The Administrator may permit such amount to be paid by the Participant to be withheld from the value of the Participant's Account that otherwise would be distributed to such Participant upon the distribution of the Deferred Compensation allocated to the Participant's Account.

8.02 Deferral Elections. Each deferral election made pursuant to Article IV shall be subject to such restrictions, terms and conditions as the Administrator may require. Notwithstanding anything to the contrary contained in the Plan, no System Company is obligated to accept, permit or recognize any deferrals under the Plan made by any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such deferral in such form as the Administrator may determine from time to time.

8.03 Effect on Other Plans. Any increases or losses in the value of Deferred Compensation credited to the Participant's Account through the date of distribution shall not constitute earnings for purposes of any pension plan covering employees of any System Company except as otherwise expressly provided in any such pension plan.

8.04 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.

8.05 Captions. The captions of this Plan are not part of the provisions of the Plan and shall have no force and effect.

8.06 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.

8.07 No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment.

8.08 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Plan Administrator on the date it is personally delivered to the Plan Administrator or three business days after it its sent by registered mail, postage prepaid, and properly addressed to Entergy Services, Inc., Employee Benefits Department, Attention: Plan Administrator, Executive Deferred Compensation Plan, 639 Loyola Avenue, 14^th Floor, New Orleans, Louisiana 70113 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 his Employer.

8.09 Controlling Law. The administration of the Plan, and any Trust established thereunder, shall be governed by applicable federal law, including ERISA, and, to the extent federal law is inapplicable, 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.

IN WITNESS WHEREOF, the Personnel Committee has caused this Amendment and Restatement of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries to be executed by its duly authorized representative on this 10th day of June, 2003.

PERSONNEL COMMITTEE
through the undersigned duly authorized representative

                                                                                /s/ William E. Madison
                                                                                 WILLIAM E. MADISON
                                                                                 Senior Vice-President,
                                                                                 Human Resources and Administration

EX-31 13 a31a.htm

Exhibit 31(a)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 14 a31b.htm

Exhibit 31(b)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

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

Date: August 11, 2003

EX-31 15 a31c.htm

Exhibit 31(c)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 16 a31d.htm

Exhibit 31(d)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 17 a31e.htm

Exhibit 31(e)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: August 11, 2003

EX-31 18 a31f.htm

Exhibit 31(f)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 19 a31g.htm

Exhibit 31(g)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 20 a31h.htm

Exhibit 31(h)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 21 a31i.htm

Exhibit 31(i)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ 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: August 11, 2003

EX-32 22 a32a.htm

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: August 11, 2003

EX-32 23 a32b.htm

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,C. John Wilder, Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy Resources, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ C. John Wilder
C. John Wilder
Executive Vice President and Chief Financial Officer

Date: August 11, 2003

EX-32 24 a32c.htm

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 25 a32d.htm

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: August 11, 2003

EX-32 26 a32e.htm

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: August 11, 2003

EX-32 27 a32f.htm

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 28 a32g.htm

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 29 a32h.htm

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 30 a32i.htm

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,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 Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer

Date: August 11, 2003

EX-99 31 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest Charges $96,685 $97,023 $101,600 $109,523 $103,210 $95,536 Interest applicable to rentals 15,511 17,289 16,449 14,563 12,762 15,090 ----------------------------------------------------- Total fixed charges, as defined 112,196 114,312 118,049 124,086 115,972 110,626 Preferred dividends, as defined (a) 16,763 17,836 13,479 12,348 11,869 11,493 ----------------------------------------------------- Combined fixed charges and preferred dividends, as defined $128,959 $132,148 $131,528 $136,434 $127,841 $122,119 ===================================================== Earnings as defined: Net Income $110,951 $69,313 $137,047 $178,185 $135,643 $168,240 Add: Provision for income taxes: Total 71,374 54,012 100,512 105,933 71,404 87,873 Fixed charges as above 112,196 114,312 118,049 124,086 115,972 110,626 ----------------------------------------------------- Total earnings, as defined $294,521 $237,637 $355,608 $408,204 $323,019 $366,739 ===================================================== Ratio of earnings to fixed charges, as defined 2.63 2.08 3.01 3.29 2.79 3.32 ===================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.28 1.80 2.70 2.99 2.53 3.00 ===================================================== - ------------------------ (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 32 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest charges $178,220 $153,034 $158,949 $174,368 $144,840 $150,965 Interest applicable to rentals 16,927 16,451 18,307 18,520 16,483 15,773 ------------------------------------------------------ Total fixed charges, as defined 195,147 169,485 177,256 192,888 161,323 166,738 Preferred dividends, as defined (a) 32,031 29,355 15,742 13,017 6,190 3,787 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $227,178 $198,840 $192,998 $205,905 $167,513 $170,525 ====================================================== 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 $93,805 Add: Income Taxes 31,773 75,165 103,603 82,038 65,997 3,020 Fixed charges as above 195,147 169,485 177,256 192,888 161,323 166,738 ------------------------------------------------------ Total earnings, as defined (b) $273,313 $369,650 $461,202 $454,370 $401,398 $263,563 ====================================================== Ratio of earnings to fixed charges, as defined 1.40 2.18 2.60 2.36 2.49 1.58 ====================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.20 1.86 2.39 2.21 2.40 1.55 ====================================================== (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 33 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $122,890 $117,247 $111,743 $116,076 $100,667 $94,899 Interest applicable to rentals 9,564 9,221 6,458 7,951 6,496 6,419 ------------------------------------------------------- Total fixed charges, as defined 132,454 126,468 118,201 124,027 107,163 $101,318 Preferred dividends, as defined (a) 20,925 16,006 16,102 12,374 10,647 $10,698 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $153,379 $142,474 $134,303 $136,401 $117,810 $112,016 ======================================================= Earnings as defined: Net Income $179,487 $191,770 $162,679 $132,550 $144,709 $128,889 Add: Provision for income taxes: Total Taxes 109,104 122,368 112,645 86,287 84,765 76,284 Fixed charges as above 132,454 126,468 118,201 124,027 107,163 101,318 ------------------------------------------------------- Total earnings, as defined $421,045 $440,606 $393,525 $342,864 $336,637 $306,491 ======================================================= Ratio of earnings to fixed charges, as defined 3.18 3.48 3.33 2.76 3.14 3.03 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.75 3.09 2.93 2.51 2.86 2.74 ======================================================= - ------------------------ (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 34 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $40,927 $38,840 $44,877 $50,991 $45,464 $46,486 Interest applicable to rentals 1,864 2,261 1,596 1,849 1,916 1,903 ------------------------------------------------------- Total fixed charges, as defined 42,791 41,101 46,473 52,840 47,380 $48,389 Preferred dividends, as defined (a) 4,878 4,878 5,347 4,674 4,490 4,491 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $47,669 $45,979 $51,820 $57,514 $51,870 $52,880 ======================================================= Earnings as defined: Net Income $62,638 $41,588 $38,973 $39,620 $52,408 $68,493 Add: Provision for income taxes: Total income taxes 28,031 17,537 22,868 20,464 17,846 26,719 Fixed charges as above 42,791 41,101 46,473 52,840 47,380 48,389 -------------------------------------------------------- Total earnings, as defined $133,460 $100,226 $108,314 $112,924 $117,634 $143,601 ======================================================== Ratio of earnings to fixed charges, as defined 3.12 2.44 2.33 2.14 2.48 2.97 ======================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.80 2.18 2.09 1.96 2.27 2.72 ======================================================== - ------------------------ (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 35 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $14,792 $14,680 $15,891 $19,661 $27,950 $23,422 Interest applicable to rentals 1,045 1,281 1,008 977 1,043 1,009 ---------------------------------------------------- Total fixed charges, as defined 15,837 15,961 16,899 20,638 28,993 24,431 Preferred dividends, as defined (a) 1,566 1,566 1,643 2,898 2,736 3,463 ---------------------------------------------------- Combined fixed charges and preferred dividends, as defined $17,403 $17,527 $18,542 $23,536 $31,729 $27,894 ==================================================== Earnings as defined: Net Income $16,137 $18,961 $16,518 ($2,195) ($230) 5,764 Add: Provision for income taxes: Total 10,042 13,030 11,597 (4,396) (422) 2,911 Fixed charges as above 15,837 15,961 16,899 20,638 28,993 24,431 ---------------------------------------------------- Total earnings, as defined $42,016 $47,952 $45,014 $14,047 $28,341 $33,106 ==================================================== Ratio of earnings to fixed charges, as defined 2.65 3.00 2.66 0.68 0.98 1.36 ==================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.41 2.74 2.43 0.60 0.89 1.19 ==================================================== - ------------------------ (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 36 a99f.txt

Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $116,060 $147,982 $118,519 $138,018 $76,639 $74,669 Interest applicable to rentals 5,189 3,871 5,753 4,458 3,250 3,100 --------------------------------------------------------- Total fixed charges, as defined $121,249 $151,853 $124,272 $142,476 $79,889 $77,769 ========================================================= Earnings as defined: Net Income $106,476 $82,375 $93,745 $116,355 $103,352 97,930 Add: Provision for income taxes: Total 77,263 53,851 81,263 43,761 76,177 75,432 Fixed charges as above 121,249 151,853 124,272 142,476 79,889 77,769 --------------------------------------------------------- Total earnings, as defined $304,988 $288,079 $299,280 $302,592 $259,418 $251,131 ========================================================= Ratio of earnings to fixed 2.52 1.90 2.41 2.12 3.25 3.23 charges, as defined =========================================================

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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 pursuant to
and as contemplated by 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 fourth series to be issued under the
     Indenture shall be designated "6.58% Senior Notes due May 15,
     2010" (the "Senior Notes").  All capitalized terms used in this
     certificate which are not defined herein shall have the meanings
     set forth in Exhibit A hereto; all capitalized terms used in this
     certificate which are not defined herein or in Exhibit A hereto
     shall have the meanings set forth in the Indenture.

2.   The Senior Notes shall be issued by the Company in the
     initial aggregate principal amount of $75,000,000.  Additional
     Senior Notes, without limitation as to amount, having
     substantially the same terms as the Outstanding Senior Notes
     (except a different issue date, issue price and bearing interest
     from the last Interest Payment Date to which interest has been
     paid or duly provided for on the Outstanding Senior Notes, and,
     if no interest has been paid, from May 14, 2003), may also be
     issued by the Company pursuant to the Indenture without the
     consent of the existing Holders of the Senior Notes.  Such
     additional Senior Notes shall be part of the same series as the
     Outstanding Senior Notes.

3.   The Senior Notes shall mature and the principal thereof
     shall be due and payable together with all accrued and unpaid
     interest thereon on May 15, 2010.

4.   The Senior Notes shall bear interest as provided in the form
     thereof set forth in Exhibit A hereto.  For the purposes of
     Section 310 of the Indenture, a period from and including the
     15th of one month to but not including the 15th 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
     interest (other than at Maturity) 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 so long as
     any Senior Notes are registered in the name of The Depository
     Trust Company ("DTC"), or its nominee as discussed below, all
     payments of principal, premium, if any, and interest in respect
     of such Senior Notes will be made in immediately available funds.
     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.   Initially the Senior Notes will be issued in global form
     registered in the name of Cede & Co. (as nominee for DTC, the
     initial securities depository for the Senior Notes), and may bear
     such legends as DTC may reasonably request.  So long as any
     Senior Notes are Outstanding in global form registered in the
     name of DTC or its nominee (or any successor depository), all
     payments of principal, premium, if any, and interest with respect
     to the Senior Notes in global form will be made by the Company in
     immediately available funds in accordance with the customary
     procedures of DTC.

8.   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.

9.   If the Company shall make any deposit of money and/or
     Eligible Obligations with respect to any Senior Notes, or any
     portion of the principal amount thereof, as contemplated by
     Section 701 of the Indenture, the Company shall not deliver an
     Officer's Certificate described in clause (z) in the first
     paragraph of said Section 701 unless the Company shall also
     deliver to the Trustee, together with such Officer's Certificate,
     either:

          (A)  an instrument wherein the Company, notwithstanding
     the satisfaction and discharge of its indebtedness in
     respect of the Senior Notes, shall assume the obligation
     (which shall be absolute and unconditional) to irrevocably
     deposit with the Trustee or Paying Agent such additional
     sums of money, if any, or additional Eligible Obligations
     (meeting the requirements of Section 701), if any, or any
     combination thereof, at such time or times, as shall be
     necessary, together with the money and/or Eligible
     Obligations theretofore so deposited, to pay when due the
     principal of and premium, if any, and interest due and to
     become due on such Senior Notes or portions thereof, all in
     accordance with and subject to the provisions of said
     Section 701; provided, however, that such instrument may
     state that the obligation of the Company to make additional
     deposits as aforesaid shall be subject to the delivery to
     the Company by the Trustee of a notice asserting the
     deficiency accompanied by an opinion of an independent
     public accountant of nationally recognized standing,
     selected by the Trustee, showing the calculation thereof; or

          (B)  an Opinion of Counsel to the effect that, as a
     result of a change in law occurring after the date of this
     certificate, the Holders of such Senior Notes, or portions
     of the principal amount thereof, will not recognize income,
     gain or loss for United States federal income tax purposes
     as a result of the satisfaction and discharge of the
     Company's indebtedness in respect thereof and will be
     subject to United States federal income tax on the same
     amounts, at the same times and in the same manner as if such
     satisfaction and discharge had not been effected.

10.  So long as any Senior Notes remain Outstanding, the Company
     will comply with the following covenants in addition to those
     specified in Article Six of the Indenture:

          (a)  Limitation on Debt.  The Company shall not permit the total
          principal amount of all Debt of the Company and its subsidiaries,
          determined on a consolidated basis and without duplication of
          liability therefor, at any time to exceed 65% of Capitalization,
          as defined below, determined as of the last day of the Company's
          most recently ended fiscal quarter.  For purposes of this
          restriction "Debt" and "Capitalization" shall not include junior
          subordinated deferrable interest debentures of a Significant
          Subsidiary issued to a subsidiary trust which has issued
          preferred securities that are included in the calculation of
          "Capitalization," and any Debt of any subsidiary of the Company
          that is Non-Recourse Debt.  "Non-Recourse Debt" means any Debt of
          any subsidiary of the Company that does not constitute Debt of
          the Company or of any Significant Subsidiary.  "Capitalization"
          means, as of any date of determination, with respect to the
          Company and its subsidiaries determined on a consolidated basis,
          an amount equal to the sum of (i) the total principal amount of
          all Debt of the Company and its subsidiaries outstanding on such
          date, (ii) Consolidated Net Worth as of such date and (iii) to
          the extent not otherwise included in Capitalization, all
          preferred stock and other preferred securities of the Company and
          its subsidiaries, including preferred securities issued by any
          subsidiary trust, outstanding on such date.

          (b)  Disposition of Assets.  The Company will not sell, lease,
          transfer, convey or otherwise dispose of (whether in one
          transaction or in a series of transactions) any shares of voting
          common stock (or of stock or other instruments convertible into
          voting common stock) of any Principal Utility Subsidiary (as
          defined below), or permit any Principal Utility Subsidiary to
          issue, sell or otherwise dispose of any of its shares of voting
          common stock (or of stock or other instruments convertible into
          voting common stock) (each such case, a "Stock Disposition"),
          except to the Company or to a Principal Utility Subsidiary,
          unless within 180 days of such Stock Disposition, the Company
          applies (or causes such Principal Utility Subsidiary to apply)
          all of the Net Available Cash (as defined below) from such Stock
          Disposition (i) to prepay, repay, purchase, repurchase, redeem,
          retire, defease or otherwise acquire for value Debt of the
          Company and/or Debt of one or more Domestic Regulated Utility
          Subsidiaries 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
          such date.

          "Net Available Cash" from a Stock Disposition means cash payments
          received therefrom net of all legal, title and recording tax
          expenses, commissions and other fees and expenses incurred, and
          all federal, state and local taxes required to be paid or accrued
          as a liability under United States generally accepted accounting
          principles, as a result of such Stock Disposition.

          (c)  Insurance.  The Company will maintain insurance with
          responsible and reputable insurance companies or associations or
          through its own program of self-insurance in such amounts and
          covering such risks as is usually carried by companies engaged in
          similar businesses and owning similar properties in the same
          general areas in which it operates and furnish to the Trustee,
          within a reasonable time after written request therefor, such
          information as to the insurance carried as the Trustee may
          reasonably request;

          (d)  Compliance with Law.  The Company will comply in all
          material respects with all applicable laws, rules, regulations
          and orders, such compliance to include, without limitation,
          paying before the same become delinquent all taxes, assessments
          and governmental charges imposed upon it or its property, except
          to the extent being contested in good faith by appropriate
          proceedings, and compliance with ERISA and Environmental Laws.
          "Environmental Laws" means any federal, state or local laws,
          ordinances or codes, rules, orders, or regulations relating to
          pollution or protection of the environment, including, without
          limitation, laws relating to hazardous substances, laws relating
          to reclamation of land and waterways and laws relating to
          emissions, discharges, releases or threatened releases of
          pollutants, contaminants, chemicals, or industrial, toxic or
          hazardous substances or wastes into the environment (including,
          without limitation, ambient air, surface water, ground water,
          land surface or 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.

11.  So long as any Senior Notes remain Outstanding, each of the
     following events will constitute an "Event of Default" with
     respect to the Senior Notes in addition to those Events of
     Default specified in Section 801 of the Indenture:

          (a)  Failure to pay any principal of or premium or interest on
          any Debt of the Company that is outstanding in a principal amount
          in excess of $50,000,000 in the aggregate, including such a
          failure with respect to Securities of another series, when the
          same becomes due and payable, whether by scheduled maturity,
          required prepayment, acceleration, demand or otherwise, and such
          failure continues after the expiration of any applicable grace
          period specified in the agreement or instrument relating to such
          Debt; or

          (b)  Failure by the Company or any Significant Subsidiary to
          generally pay its debts as such debts become due, or admission in
          writing of its inability to pay debts generally, or making a
          general assignment for the benefit of creditors; or any
          proceeding shall be instituted by or against the Company or any
          Significant Subsidiary seeking to adjudicate the Company or any
          such Significant Subsidiary a bankrupt or insolvent, or seeking
          liquidation, winding up, reorganization, arrangement, adjustment,
          protection, relief, or composition of it or its debts under any
          law relating to bankruptcy, insolvency or reorganization or
          relief of debtors, or seeking the entry of an order for relief or
          the appointment of a receiver, trustee, custodian or other
          similar official for it or for any substantial part of its
          property and, in the case of any such proceeding instituted
          against it (but not instituted by it), either such proceeding
          shall remain undismissed or unstayed for a period of 30 days, or
          any of the actions sought in such proceeding, including, without
          limitation, the entry of an order for relief against, or the
          appointment of a receiver, trustee, custodian or other similar
          official for, it or for any substantial part of its property,
          shall occur; or the Company or any Significant Subsidiary shall
          take any corporate action to authorize or to consent to any of
          the actions set forth in this clause (b); or

          (c)  Any judgment or order for the payment of money in excess of
          $25,000,000 has been rendered against the Company and either (i)
          enforcement proceedings shall have been commenced by any creditor
          upon such judgment or order or (ii) there shall be any period of
          10 consecutive Business Days during which a stay of enforcement
          of such judgment or order, by reason of a pending appeal or
          otherwise, shall not be in effect.
12.  (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 12(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.

13.  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.

14.  The Senior Notes shall be initially issued in global form
     registered in the name of Cede & Co. (as nominee of DTC, the
     initial securities depository for the Senior Notes; provided,
     that the Company reserves the right to provide for another
     depository, registered as a clearing agency under the Exchange
     Act, to act as depository for the global Senior Notes (DTC and
     any such successor depository, the "Depository"); except in
     connection with a transfer of a Senior Note to an IAI, as
     described in paragraph 16 below, beneficial interests in Senior
     Notes issued in global form may not be exchanged in whole or in
     part for individual certificated Senior Notes in definitive form,
     and no transfer of a global Senior Note in whole or in part may
     be registered in the name of any Person other than the Depository
     or its nominee except that (i) if the Depository (A) has notified
     the Company that it is unwilling or unable to continue as
     depository for the global Senior Notes or (B) has ceased to be a
     clearing agency registered under the Exchange Act or other
     applicable statute or regulation and, in either case, a successor
     depository for such global Senior Notes has not been appointed by
     the Company within 90 days after the Company receives such notice
     or becomes aware of such ineligibility, (ii) if the Company, in
     its sole discretion, determines that the Senior Notes will no
     longer be represented by Senior Notes in global form or (iii) if
     an Event of Default with respect to the Senior Notes has occurred
     and is continuing, the Company will execute, and the Trustee,
     upon receipt of a Company Order for the authentication and
     delivery of definitive Senior Notes, will authenticate and
     deliver Senior Notes in definitive certificated form in an
     aggregate principal amount equal to the principal amount of the
     global Senior Notes representing such Senior Notes in exchange
     for such global Senior Notes, such definitive Senior Notes to be
     registered in the names provided by the Depository to the
     Trustee; each global Senior Note (i) shall represent and shall be
     denominated in an amount equal to the aggregate principal amount
     of the Outstanding Senior Notes to be represented by such global
     Senior Note, (ii) shall be registered in the name of the
     Depository or its nominee, (iii) shall be delivered by the
     Trustee to the Depository, its nominee, any custodian for the
     Depository or otherwise pursuant to the Depository's instructions
     and (iv) shall bear a legend restricting the transfer of such
     global Senior Note to any person other than the Depository or its
     nominee; none of the Company, the Trustee, any Paying Agent or
     any Authenticating Agent will have any responsibility or
     liability for any aspect of the records relating to, or payments
     made on account of, beneficial ownership interests in a global
     Senior Note or for maintaining, supervising or reviewing any
     records relating to such beneficial ownership interests.

15.  The Senior Notes will be issued and sold by the Company
     pursuant to Section 4(2) of the Securities Act or in offshore
     transactions to persons other than U.S. persons as defined in
     Regulation S under the Securities Act in reliance on such
     Regulation S.  Except for Senior Notes issued to foreign
     purchasers after the expiration of the 40-day distribution
     compliance period under Regulation S under the Securities Act or
     in substitution or exchange therefor, each Senior Note, whether
     in a global form or in a certificated form, shall bear the non-
     registration legend in substantially the form set forth in such
     form set forth in Exhibit A hereto.  By its acquisition of any
     Senior Notes, each Holder will be deemed to have agreed to the
     transfer restrictions contained in such legend and the other
     procedures and requirements relating to a transfer of Senior
     Notes.  Nothing in the Indenture, the Senior Notes or this
     certificate shall be construed to require the Company to register
     any Senior Notes under the Securities Act, unless otherwise
     expressly agreed by the Company, confirmed in writing to the
     Trustee, or to make any transfer of such Senior Notes in
     violation of applicable law.

16.  It is contemplated that (i) beneficial interests in Senior
     Notes owned by qualified institutional buyers (as defined in Rule
     144A under the Securities Act) ("QIBs") or sold to QIBs in
     reliance upon Rule 144A under the Securities Act will be
     represented by one or more separate certificates in global form
     (each, a "QIB Global Certificate") registered in the name of Cede
     & Co., as registered owner and as nominee for DTC; (ii)
     beneficial interests in Senior Notes sold to foreign purchasers
     pursuant to Regulation S under the Securities Act will be
     evidenced by one or more separate certificates in global form
     (each, a "Regulation S Global Certificate") registered in the
     name of Cede & Co., as registered owner and as nominee for DTC,
     initially, for the accounts of Euroclear Bank S.A./N.V., as
     operator of the Euroclear System ("Euroclear"), or Clearstream
     Banking, societe anonyme, Luxembourg ("Clearstream Luxembourg"),
     it being understood that prior to the 40th day after the date of
     initial issuance of the Senior Notes, beneficial interests in a
     Regulation S Global Certificate may be held only through
     Euroclear or Clearstream Luxembourg; and (iii) Senior Notes
     transferred to institutional "accredited investors" (as defined
     in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
     ("IAIs"), who are not QIBs and who are not foreign purchasers
     pursuant to Regulation S under the Securities Act, will be in
     certificated form.  The Trustee, the Security Registrar and the
     Company will have no responsibility under the Indenture for
     transfers of beneficial interests in the Senior Notes in global
     form, which transfers will be conducted pursuant to the customary
     procedures of the Depository.

     In connection with any transfer of 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
     the certificates and other information (in the forms
     attached hereto as Exhibit A-1, for use in connection with
     the transfer of the Senior Notes in certificated form, or
     Exhibit A-2, for use in connection with the transfer of
     beneficial interests in one certificate in global form to
     another certificate in global form or to a Senior Note in
     certificated form, or otherwise) 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.  Transfers of beneficial interests between
     a QIB Global Certificate and a Regulation S Global
     Certificate, and other transfers relating to interests in
     the Senior Notes in global form, shall be reflected by
     endorsements of the Trustee, as custodian for the
     Depository, on the schedule attached to such certificate.

17.  (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. 4, have been complied with.

     IN WITNESS WHEREOF, I have executed this Officer's
Certificate this 14th day of May, 2003.

                              /s/ Steven C. McNeal
                              Steven C. McNeal
                              Vice President and Treasurer


                                                        EXHIBIT A

       [depository legend for Senior Notes in global form]

     Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


                    [non-registration legend]

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT "), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY
ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS
A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR "(AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR ") OR
(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION
OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY
EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS
SECURITY EXCEPT (A) TO THE ISSUER HEREOF OR ONE OF ITS
SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN
INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
FURNISHES TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR
A SUCCESSOR TRUSTEE, AS APPLICABLE), A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER IS ATTACHED TO THIS SECURITY) AND, IF REQUESTED BY THE
ISSUER, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER
HEREOF TO THE EFFECT THAT THE PROPOSED TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO ANOTHER
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT,
PROVIDED THAT THE FOREGOING AGREEMENT OF THE HOLDER IS SUBJECT TO
ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THE PROPERTY OF
THE HOLDER OR ANY INVESTOR ACCOUNTS FOR WHICH THE HOLDER IS
ACTING SHALL AT ALL TIMES BE AND REMAIN WITHIN ITS OR THEIR
CONTROL; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS
SECURITY PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO
SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY
TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE (OR A
SUCCESSOR TRUSTEE, AS APPLICABLE).  IF THE PROPOSED TRANSFEREE IS
AN INSTITUTIONAL ACCREDITED INVESTOR OR IF THE PROPOSED TRANSFER
IS BEING MADE OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
903 OR RULE 904 UNDER THE SECURITIES ACT OR PURSUANT TO RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO ANOTHER
AVAILABLE EXEMPTION UNDER THE SECURITIES ACT, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO DEUTSCHE BANK TRUST COMPANY
AMERICAS, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE),
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE
ISSUER HEREOF MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.  THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF
THE TRANSFER OF THE SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE
2(E) ABOVE OR UPON ANY TRANSFER OF THIS SECURITY UNDER RULE
144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

No. R-                                        CUSIP No.__________



                  [FORM OF FACE OF SENIOR NOTE]


                       ENTERGY CORPORATION


               6.58% SENIOR NOTES DUE MAY 15, 2010

     Entergy Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (herein referred
to as the "Company", which term includes any successor Person
under the Indenture), for value received, hereby promises to pay
to

or registered assigns, the principal sum [of _____________________
Dollars] [listed on Schedule I hereto] on May 15, 2010, and to
pay interest on said principal sum semi-annually on May 15 and
November 15 of each year commencing November 15, 2003 (each an
Interest Payment Date) at the rate of 6.58% 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  6.58% per annum.
Interest on the Securities of this series will accrue from, and
include, May 14, 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
15th calendar 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, interest
on this Security (other than at Maturity) 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 so long as any Securities of this series
are registered in the name of The Depository Trust Company or a
nominee thereof (or any successor), all payments of principal,
premium, if any, and interest in respect of the Securities of
this series in global form will be made in immediately available
funds.

     Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.  Any capitalized term which is used herein
and not otherwise defined shall have the meaning ascribed to such
term in the Indenture.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.

                              ENTERGY CORPORATION


                              By:________________________________



             [FORM OF CERTIFICATE OF AUTHENTICATION]


                  CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

Dated:

                              DEUTSCHE BANK TRUST COMPANY
                              AMERICAS,
                              as Trustee


                              By:________________________________
                                Authorized Signatory


                [FORM OF REVERSE OF SENIOR NOTE]

     This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture
(For Unsecured Debt Securities), dated as of December 1, 2002
(herein, together with any amendments thereto, called the
"Indenture", which term shall have the meaning assigned to it in
such instrument), between the Company and Deutsche Bank Trust
Company Americas, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), and
reference is hereby made to the Indenture, including the Board
Resolutions and Officer's Certificate filed with the Trustee on
May 14, 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 delivered.

     The Securities of this series will be redeemable at the
option of the Company prior to the Stated Maturity (each a
"Redemption Date"), in whole or in part, at any time.  The
Company will give notice of its intent to redeem such Securities
of this series at least 30 days prior to the Redemption Date. If
the Company redeems all or any part of the Securities of this
series, it will pay a Redemption Price (the "Redemption Price")
equal to the greater of

     (1) 100% of the principal amount of the Securities of this
series being redeemed, or

     (2) as determined by the Independent Investment Banker, the
sum of the present values of the remaining scheduled payments of
principal of and interest on the Securities of this series being
redeemed (excluding the portion of any such interest accrued to
the Redemption Date), discounted (for purposes of determining
such present values) to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate plus 0.50%,

     plus, in each case, accrued and unpaid interest on the
Securities of this series being redeemed to the Redemption Date.

     "Adjusted Treasury Rate" means, with respect to any
Redemption Date:

     (1)  the yield, under the heading which represents the
     average for the immediately preceding week, appearing in the
     most recently published statistical release designated
     "H.15(519)" or any successor publication which is published
     weekly by the Board of Governors of the Federal Reserve
     System and which establishes yields on actively traded
     United States Treasury securities adjusted to constant
     maturity under the caption "Treasury Constant Maturities,"
     for the maturity corresponding to the Comparable Treasury
     Issue (if no maturity is within three months before or after
     the remaining term of the Securities of this series, yields
     for the two published maturities most closely corresponding
     to the Comparable Treasury Issue shall be determined and the
     Adjusted Treasury Rate shall be interpolated or extrapolated
     from such yields on a straight line basis, rounding to the
     nearest month); or

     (2)  if such release (or any successor release) is not
     published during the week preceding the calculation date for
     the Adjusted Treasury Rate or does not contain such yields,
     the rate per annum equal to the semi-annual equivalent yield
     to maturity of the Comparable Treasury Issue, calculated
     using a price for the Comparable Treasury Issue (expressed
     as a percentage of its principal amount) equal to the
     Comparable Treasury Price for such Redemption Date.  The
     Adjusted Treasury Rate shall be calculated on the third
     Business Day preceding the Redemption Date.

     "Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having
a maturity comparable to the remaining term of the Securities of
this series that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Securities of this series.

     "Comparable Treasury Price" means, with respect to any
Redemption Date, (1) the average of five Reference Treasury
Dealer Quotations for such Redemption Date after excluding the
highest and lowest such Reference Treasury Dealer Quotations or
(2) if the Independent Investment Banker obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations.

     "Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if such firm is unwilling or unable to select
the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company.

     "Reference Treasury Dealer" means (1) Morgan Stanley & Co.
Incorporated and its successors; provided, however, that if such
firm 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 at the time notice of redemption is given, the redemption
moneys are not on deposit with the Trustee, then the redemption
shall be subject to their receipt on or before the Redemption
Date and such notice shall be of no effect unless such moneys are
received.

     Upon payment of the Redemption Price, on and after the
Redemption Date, interest will cease to accrue on the Securities
of this series or portions thereof called for redemption.

     The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security upon compliance with
certain conditions set forth in the Indenture including the
Officer's Certificate described above.

     If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.

     Each Holder shall be deemed to understand that the offer and
sale of the Securities of this series have not been registered
under the Securities Act and that the Securities of this series
may not be offered or sold except as permitted in the non-
registration legend on the face of this Security.

     This Security shall be governed by and construed in
accordance with the laws of the State of New York (including
without limitation Section 5-1401 of the New York General
Obligations Law or any successor statute), except to the extent
that the law of any other jurisdiction shall be mandatorily
applicable.

     The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of all series to
be affected.  The Indenture contains provisions permitting the
Holders of a majority in aggregate principal amount of the
Securities of all series then Outstanding to waive compliance by
the Company with certain provisions of the Indenture.  The
Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.

     As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of a
majority in aggregate principal amount of the Securities of all
series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred in compliance with
such request, and the Trustee shall not have received from the
Holders of a majority in aggregate principal amount of Securities
of all series at the time Outstanding in respect of which an
Event of Default shall have occurred and be continuing a
direction inconsistent with such request, and shall have failed
to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity.  The foregoing shall
not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates
expressed herein.

     No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and in
integral multiples 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.


                           SCHEDULE I


             [QIB][REGULATION S] GLOBAL CERTIFICATE

The initial principal amount of Securities evidenced by this
global certificate is $__________.

CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY
GLOBALCERTIFICATE

     Date          Principal        Remaining     Notation Made
                   Amount of        Principal           by
                 Securities by      Amount of
                  which this       Securities
                    Global       Represented by
                Certificate is     this Global
                 to be Reduced     Certificate
                 or Increased,
                and Reason for
                 Reduction or
                   Increase





                                                      EXHIBIT A-1
                                           (FOR DEFINITIVE NOTES)

                    [CERTIFICATE OF TRANSFER]


                       Entergy Corporation


               6.58% Senior Notes due May 15, 2010

     FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

     Name and address of assignee must be printed or typewritten.

the within Security of the Company and does hereby irrevocably
constitute and appoint



to transfer the said Security on the books of the within-named
Company, with full power of substitution in the premises.

The undersigned certifies that said Security is being resold,
pledged or otherwise transferred as follows:  (check one)

     to the Company or one of its subsidiaries;

     to a Person whom the undersigned reasonably believes is a
     qualified institutional buyer within the meaning of Rule
     144A under the Securities Act of 1933, as amended (the
     "Securities Act");

     in an offshore transaction in accordance with Rule 903 or
     Rule 904 of Regulation S under the Securities Act;

     to an institution that is an "accredited investor" as
     defined in Rule 501(a)(1), (2), (3) or (7) under the
     Securities Act in a minimum principal amount of $250,000 for
     its own account or in a minimum principal amount of $250,000
     for the account of another such "accredited investor"
     (attach a copy of an Accredited Investor Certificate in the
     form annexed signed by an authorized officer of the
     transferee);

     as otherwise permitted by the non-registration legend
     appearing on this Security; or

     as otherwise agreed by the Company, confirmed in writing to
     the Trustee, as follows: [describe]

Dated: ______________


            [FORM OF ACCREDITED INVESTOR CERTIFICATE]

[Transferor Name and Address]



Ladies and Gentlemen:

     In connection with our proposed purchase of 6.58% Senior
Notes due May 15, 2010 (the "Senior Notes") issued by Entergy
Corporation (the "Issuer") we confirm that:

     1.   We understand that any subsequent transfer of the
     Senior Notes is subject to certain restrictions and
     conditions set forth in the Indenture relating to the Senior
     Notes, including the officer's certificate establishing the
     terms of the Senior Notes (the "Indenture"), and that any
     subsequent transfer of the Senior Notes is subject to
     certain restrictions and conditions set forth in the
     Indenture and the Senior Notes and the undersigned agrees to
     be bound by, and not to resell, pledge or otherwise transfer
     the Senior Notes except in compliance with, such
     restrictions and conditions and the Securities Act of 1933,
     as amended ("Securities Act").

     2.   We understand that the offer and sale of the Senior
     Notes have not been registered under the Securities Act, and
     that the Senior Notes may not be offered or sold except as
     permitted in the following sentence.  We agree, on our own
     behalf and on behalf of any accounts for which we are acting
     as hereinafter stated, that if we sell any Senior Notes, we
     will do so only (A) to the Company or one of its
     subsidiaries, (B) to a person whom we reasonably believe is
     a "qualified institutional buyer" within the meaning of Rule
     144A under the Securities Act, (C) to an institutional
     "accredited investor" (as defined below) that, prior to such
     transfer, furnishes to the Trustee (as defined in the
     Indenture) a signed letter containing certain
     representations and agreements relating to the restrictions
     on transfer of the Senior Notes (substantially in the form
     of this letter), (D) pursuant to the exemption from
     registration provided by Rule 144 under the Securities Act
     (if available) or pursuant to another available exemption
     under the Securities Act, (E) pursuant to an effective
     registration statement under the Securities Act, or (F)
     outside the United States in an offshore transaction in
     accordance with Rule 903 or Rule 904 of Regulation S under
     the Securities Act and we further agree to provide to any
     person purchasing any of the Senior Notes from us a notice
     advising such purchaser that resales of the Senior Notes are
     restricted as stated herein.

     3.   We understand that, in connection with certain proposed
     resales of any Senior Note, we will be required to furnish
     to the Trustee and Company such certifications, legal
     opinions and other information as the Trustee and Company
     may reasonably require to confirm that the proposed resale
     complies with the foregoing restrictions.  We further
     understand that the Senior Notes purchased by us will bear a
     legend to the foregoing effect.

     4.   We are an institutional "accredited investor" (as
     defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
     under the Securities Act) and have such knowledge and
     experience in financial and business matters as to be
     capable of evaluating the merits and risks of our investment
     in the Senior Notes, and we and any accounts for which we
     are acting are each able to bear the economic risk of our or
     its investment.

     5.   We are acquiring the Senior Notes purchased by us for
     our own account or for one or more accounts (each of which
     is an institutional "accredited investor") as to each of
     which we exercise sole investment discretion in a minimum
     principal amount of $250,000 for our own account or in a
     minimum principal amount of $250,000 for such other
     accounts.

You, the Issuer and the Trustee are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters
covered hereby.

                              Very truly yours,


                              By: ___________________________
                                Name:
                                Title:
                                                      EXHIBIT A-2
                                               (FOR GLOBAL NOTES)

                    [CERTIFICATE OF TRANSFER]





                       ENTERGY CORPORATION





               6.58% Senior Notes due May 15, 2010

     FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

     Name and address of assignee must be printed or typewritten.

$__________________________________________________
principal amount of beneficial interest in the referenced
Security of the Company and does hereby irrevocably constitute
and appoint

to transfer the said beneficial interest in such Security, with
full power of substitution in the premises.

The undersigned certifies that said beneficial interest in said
Security is being resold, pledged or otherwise transferred as
follows:  (check one)

     to the Company or one of its subsidiaries;

     to a Person whom the undersigned reasonably believes is a
     qualified institutional buyer within the meaning of Rule
     144A under the Securities Act of 1933, as amended (the
     "Securities Act");

     in an offshore transaction in accordance with Rule 903 or
     Rule 904 of Regulation S under the Securities Act;

     to an institution that is an "accredited investor" as
     defined in Rule 501(a)(1), (2), (3) or (7) under the
     Securities in a minimum principal amount of $250,000 for its
     own account or in a minimum principal amount of $250,000 for
     the account of another such "accredited investor" (attach a
     copy of an Accredited Investor Certificate in the form
     annexed signed by an authorized officer of the transferee);

     as otherwise permitted by the non-registration legend
     appearing on this Security; or

     as otherwise agreed by the Company, confirmed in writing to
     the Trustee, as follows: [describe]



Dated:____________________________

     All terms used in this certificate which are defined in the
Indenture pursuant to which said Security was issued shall have
the meanings assigned to them in the Indenture.


            [FORM OF ACCREDITED INVESTOR CERTIFICATE]

[Transferor Name and Address]



Ladies and Gentlemen:

     In connection with our proposed purchase of 6.58% Senior
Notes due May 15, 2010 (the "Senior Notes") issued by Entergy
Corporation (the "Issuer"), we confirm that:

     1.   We understand that any subsequent transfer of the
     Senior Notes is subject to certain restrictions and
     conditions set forth in the Indenture relating to the Senior
     Notes (the "Indenture"), and that any subsequent transfer of
     the Senior Notes is subject to certain restrictions and
     conditions set forth in the Indenture and the Senior Notes
     and the undersigned agrees to be bound by, and not to
     resell, pledge or otherwise transfer the Senior Notes except
     in compliance with, such restrictions and conditions and the
     Securities Act of 1933, as amended ("Securities Act").

     2.   We understand that the offer and sale of the Senior
     Notes have not been registered under the Securities Act, and
     that the Senior Notes may not be offered or sold except as
     permitted in the following sentence.  We agree, on our own
     behalf and on behalf of any accounts for which we are acting
     as hereinafter stated, that if we sell any Senior Notes, we
     will do so only (A) to the Company or one of its
     subsidiaries, (B) to a person whom we reasonably believe is
     a "qualified institutional buyer" within the meaning of Rule
     144A under the Securities Act, (C) to an institutional
     "accredited investor" (as defined below) that, prior to such
     transfer, furnishes to the Trustee (as defined in the
     Indenture) a signed letter containing certain
     representations and agreements relating to the restrictions
     on transfer of the Senior Notes (substantially in the form
     of this letter), (D) pursuant to the exemption from
     registration provided by Rule 144 under the Securities Act
     (if available) or pursuant to another available exemption
     under the Securities Act, (E) pursuant to an effective
     registration statement under the Securities Act, or (F)
     outside the United States in an offshore transaction in
     accordance with Rule 903 or Rule 904 of Regulation S under
     the Securities Act, and we further agree to provide to any
     person purchasing any of the Senior Notes from us a notice
     advising such purchaser that resales of the Senior Notes are
     restricted as stated herein.

     3.   We understand that, in connection with any proposed
     resales of any Senior Notes, we will be required to furnish
     to the Trustee and Company such certifications, legal
     opinions and other information as the Trustee and Company
     may reasonably require to confirm that the proposed resale
     complies with the foregoing restrictions.  We further
     understand that the Senior Notes purchased by us will bear a
     legend to the foregoing effect.

     4.   We are an institutional "accredited investor" (as
     defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
     under the Securities Act) and have such knowledge and
     experience in financial and business matters as to be
     capable of evaluating the merits and risks of our investment
     in the Senior Notes, and we and any accounts for which we
     are acting are each able to bear the economic risk of our or
     its investment.

     5.   We are acquiring the Senior Notes purchased by us for
     our own account or for one or more accounts (each of which
     is an institutional "accredited investor") as to each of
     which we exercise sole investment discretion in a minimum
     principal amount of $250,000 for our own account or in a
     minimum principal amount of $250,000 for such other
     accounts.

     You, the Issuer and the Trustee are entitled to rely upon
this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters
covered hereby.

                              Very truly yours,


                              By: ___________________________
                                Name:
                                Title:

EX-4

Exhibit 4(f)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTIETH SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5.90% Series due June 1, 2033 (Sixty-seventh Series)

__________________________

Dated as of June 1, 2003

SIXTIETH SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005

(hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indentu re (hereinafter called the "Sixtieth Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture ;	July 1, 1947
Second Supplemental Indenture ; &# 9;	August 1, 1948
Third Supplemental Indenture ;	October 1, 1949
Fourth Supplemental Indenture ; &# 9;	June 1, 1950
Fifth Supplemental Indenture ;	October 1, 1951
Sixth Supplemental Indenture ;	September 1, 1952
Seventh Supplemental Indenture &# 9; & #9;	June 1, 1953
Eighth Supplemental Indenture ; &# 9;	August 1, 1954
Ninth Supplemental Indenture ;	April 1, 1955
Tenth Supplemental Indenture ;	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9; & #9;	February 1, 1963
Thirteenth Supplemental Indenture ; &# 9;	April 1, 1965
Fourteenth Supplemental Indenture ; &# 9;	March 1, 1966
Fifteenth Supplemental Indenture ;	March 1, 1967
Sixteenth Supplemental Indenture ;	April 1, 1968
Seventeenth Supplemental Indenture &# 9; & #9;	June 1, 1968
Eighteenth Supplemental Indenture ; &# 9;	December 1, 1969
Nineteenth Supplemental Indenture ; &# 9;	August 1, 1970
Twentieth Supplemental Indenture ;	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture ;	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture ;	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ; &# 9;	November 1, 1974
Twenty-eighth Supplemental Indenture ;	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture ;	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture ;	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture ;	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ; &# 9;	February 1, 1983
Thirty-eighth Supplemental Indenture ;	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9; & #9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9; & #9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9; & #9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9; & #9;	August 1, 1992
Forty-seventh Supplemental Indenture ;	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9; & #9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9; & #9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9; & #9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9; & #9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9; & #9;	July 1, 2001
Fifty-seventh Supplemental Indenture ;	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9; & #9;	May 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9; & #9;	$30,000,000	None
2 7/8% Series due 1977 &# 9; & #9;	11,000,000	None
3 1/8% Series due 1978 &# 9; & #9;	7,500,000	None
2 7/8% Series due 1979 &# 9; & #9;	8,700,000	None
2 7/8% Series due 1980 &# 9; & #9;	6,000,000	None
3 5/8% Series due 1981 &# 9; & #9;	8,000,000	None
3 1/2% Series due 1982 &# 9; & #9;	15,000,000	None
4 1/4% Series due 1983 &# 9; & #9;	18,000,000	None
3 1/4% Series due 1984 &# 9; & #9;	7,500,000	None
3 3/8% Series due 1985 &# 9; & #9;	18,000,000	None
5 5/8% Series due 1989 &# 9; & #9;	15,000,000	None
4 7/8% Series due 1991 &# 9; & #9;	12,000,000	None
4 3/8% Series due 1993 &# 9; & #9;	15,000,000	None
4 5/8% Series due 1995 &# 9; & #9;	25,000,000	None
5 3/4% Series due 1996 &# 9; & #9;	25,000,000	None
5 7/8% Series due 1997 &# 9; & #9;	30,000,000	None
7 3/8% Series due 1998 &# 9; & #9;	15,000,000	None
9 1/4% Series due 1999 &# 9; & #9;	25,000,000	None
9 5/8% Series due 2000 &# 9; & #9;	25,000,000	None
7 5/8% Series due 2001 &# 9; & #9;	30,000,000	None
8 % Series due August 1, 2001 ; &# 9;	30,000,000	None
7 3/4% Series due 2002 &# 9; & #9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9; & #9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9; & #9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9; & #9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9; & #9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9; & #9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ; &# 9;	598,310	None
5 5/8% Series due May 1, 1990 ; &# 9;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9; & #9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ; &# 9;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9; & #9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9; & #9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9; & #9;	175,000,000	None
Solid Waste Disposal Series A ; &# 9;	21,066,667	None
Solid Waste Disposal Series B ; &# 9;	28,440,000	None
7 1/2% Series due August 1, 2007 ;	100,000,000	100,000,000
7.90% Series due November 1, 2002 ; &# 9;	25,000,000	None
8.70% Series due November 1, 2022 ; &# 9;	25,000,000	None
Pollution Control Series B &# 9; & #9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9; & #9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9; & #9;	175,000,000	175,000,000
Pollution Control Series C &# 9; & #9;	20,319,000	20,319,000
Pollution Control Series D &# 9; & #9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9; & #9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ; &# 9;	100,000,000	100,000,000
5.40% Series due May 1, 2018 ;	150,000,000	150,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-sixth Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-seventh Series, which term shall include the Private Bonds of the Sixty-seventh Series and the Exchange Bonds of the Sixty-seventh Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixtieth Supplemental Indenture, and the terms of the bonds of the Sixty-seventh Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixtieth Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or re frigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplem ented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixtieth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the Comp any; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixtieth Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon a nd take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixtieth Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE I

SIXTY-SEVENTH SERIES OF BONDS

    SECTION 1.  There shall be a series of bonds designated "5.90% Series due June 1, 2033" (herein sometimes called the "Sixty-seventh Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-seventh Series (which shall be initially issued in the aggregate principal amount of $100,000,000) shall mature on June 1, 2033, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5.90% per annum, the first interest payment to be made on December 1, 2003, for the period from June 11, 2003 to December 1, 2003 with subsequent interest payments payable semi-annually on June 1 and December 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-seventh Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-seventh Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remai n closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-seventh Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-seventh Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-seventh Series shall be paid to the Person in whose name such bonds of the Sixty-seventh Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 11, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-seventh Series pursuant to which the Bonds of the Sixty-seventh Series that are issued and sold without registration (the "Private Bonds of the Sixty-seventh Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-seventh Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-seventh Series (the "Exchange Bonds of the Sixty-seventh Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-seventh Series. The Private Bonds of the Sixty-seventh Series will be offered and sold by the Company in reliance on an exemption from regis tration under the Securities Act, and Private Bonds of the Sixty-seventh Series will be exchanged for Exchange Bonds of the Sixty-seventh Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-seventh Series and the Exchange Bonds of the Sixty-seventh Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-seventh Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-seventh Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-seventh Series.The Bonds of the Sixty-seventh Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-seventh Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-SEVENTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-seventh Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-seventh Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 11, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$100,000,000                                                                                                                             CUSIP 29364DAF7

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5.90% SERIES
DUE JUNE 1, 2033

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on June 1, 2033 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 11, 2003, if the date of this bond is prior to December 1, 2003, or if the date of this bond is on or after December 1, 2003, from the June 1 or December 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5.90% per annum in like coin or currency at said office or agency on June 1 and December 1 of each year, commencing December 1, 2003, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with c ertain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixtieth Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day th at is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a Private Bond of the Sixty-seventh Series

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5.90% Series due June 1, 2033, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixtieth Supplemental Indenture dated as of June 1, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the M ortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixtieth Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 11, 2003.

                                                                                            ENTERGY ARKANSAS, INC.

                                                                                            By_____________________________
                                                                                                Steven C. McNeal
                                                                                                Vice President and Treasurer
 

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                                DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                                as Corporate Trustee

                                                                                                By _____________________________
                                                                                                                Authorized Officer

(III) The bonds of the Sixty-seventh Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to June 1, 2013, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-seventh Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on June 1, 2013 of the principal amount of such bonds of the Sixty-seventh Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-seventh Series to be redeemed to June 1, 2013 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Trea sury Rate plus 0.25%, and (b) at any time on or after June 1, 2013, prior to maturity of the bonds of the Sixty-seventh Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-seventh Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 June 1, 2013, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to June 1, 2013 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 June 1, 2013.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) BNY Capital Markets, Inc., J.P. Morgan Securities Inc. and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-seventh Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-seventh Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-seventh Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixtieth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-seventh Series for the aggregate principal amount of $100,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-seventh Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company o n or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-seventh Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-seventh Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

    SECTION 4.  Subject to the amendments provided for in this Sixtieth Supplemental Indenture, the terms defined in the Mortgage and the First through Fifty-ninth Supplemental Indentures shall, for all purposes of this Sixtieth Supplemental Indenture, have the meanings specified in the Mortgage and the First through Fifty-ninth Supplemental Indentures.

    SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Fifty-ninth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixtieth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixtieth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixtieth Supplemental Indentur e.

    SECTION 6.  Whenever in this Sixtieth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixtieth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     

SECTION 7.  Nothing in this Sixtieth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixtieth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixtieth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     

SECTION 8.  This Sixtieth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

    SECTION 9.  This Sixtieth Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
       Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                        STANLEY BURG,
                                                                                                                        As Co-Trustee

                                                                                                                        /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:

/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Vice President

Attest:

/s/ Cheryl A. Rain
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Jeff Schroeder
Jeff Schroeder

/s/ Robert D. Hertzenberg
Robert D. Hertzenberg

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 6th day of June, 2003, before me, Lloyd L. Drury, III, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Steven C. McNeal and Christopher T. Screen, to me personally well known, who stated that they were the Vice President and Treasurer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 6th day of June, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides at 7903 Winner's Circle, Mandeville, Louisiana 70448; that he is the Vice President and Treasurer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 6th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK      )
                                              ) SS.:
COUNTY OF NEW YORK )

On this 11th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Susan Johnson and Rodney Gaughan, to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 11^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10591; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 11^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK      )
                                              ) SS.:
COUNTY OF NEW YORK )

On this 11th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 11th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI   )
                                         ) SS.:
CITY OF ST. LOUIS       )

On this 3^rd day of June, 2003, before me, Joy Marie Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Cheryl Rain, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 3^rd day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided at St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 3^rd day of June, 2003, before me appeared Cheryl Rain, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006

EX-4 7 a4h.htm

Exhibit 4(h)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTY-FIRST SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5% Series due July 1, 2018 (Sixty-eighth Series)

__________________________

Dated as of June 15, 2003

SIXTY-FIRST SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 15, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005  (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Tr ustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Sixty-first Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture ;	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture ;	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture &# 9;	June 1, 1953
Eighth Supplemental Indenture ;	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9;	February 1, 1963
Thirteenth Supplemental Indenture ;	April 1, 1965
Fourteenth Supplemental Indenture ;	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture &# 9;	June 1, 1968
Eighteenth Supplemental Indenture ;	December 1, 1969
Nineteenth Supplemental Indenture ;	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ;	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ;	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9;	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9;	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9;	May 1, 2003
Sixtieth Supplemental Indenture & #9;	June 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9;	$30,000,000	None
2 7/8% Series due 1977 &# 9;	11,000,000	None
3 1/8% Series due 1978 &# 9;	7,500,000	None
2 7/8% Series due 1979 &# 9;	8,700,000	None
2 7/8% Series due 1980 &# 9;	6,000,000	None
3 5/8% Series due 1981 &# 9;	8,000,000	None
3 1/2% Series due 1982 &# 9;	15,000,000	None
4 1/4% Series due 1983 &# 9;	18,000,000	None
3 1/4% Series due 1984 &# 9;	7,500,000	None
3 3/8% Series due 1985 &# 9;	18,000,000	None
5 5/8% Series due 1989 &# 9;	15,000,000	None
4 7/8% Series due 1991 &# 9;	12,000,000	None
4 3/8% Series due 1993 &# 9;	15,000,000	None
4 5/8% Series due 1995 &# 9;	25,000,000	None
5 3/4% Series due 1996 &# 9;	25,000,000	None
5 7/8% Series due 1997 &# 9;	30,000,000	None
7 3/8% Series due 1998 &# 9;	15,000,000	None
9 1/4% Series due 1999 &# 9;	25,000,000	None
9 5/8% Series due 2000 &# 9;	25,000,000	None
7 5/8% Series due 2001 &# 9;	30,000,000	None
8 % Series due August 1, 2001 ;	30,000,000	None
7 3/4% Series due 2002 &# 9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ;	598,310	None
5 5/8% Series due May 1, 1990 ;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9;	175,000,000	None
Solid Waste Disposal Series A ;	21,066,667	None
Solid Waste Disposal Series B ;	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	100,000,000
7.90% Series due November 1, 2002 ;	25,000,000	None
8.70% Series due November 1, 2022 ;	25,000,000	None
Pollution Control Series B &# 9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9;	175,000,000	175,000,000
Pollution Control Series C &# 9;	20,319,000	20,319,000
Pollution Control Series D &# 9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ;	100,000,000	100,000,000
5.40% Series due May 1, 2018	150,000,000	150,000,000
5.90% Series due June 1, 2033 ;	100,000,000	100,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-seventh Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-eighth Series, which term shall include the Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixty-first Supplemental Indenture, and the terms of the bonds of the Sixty-eighth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixty-first Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supp lemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixty-first Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the C ompany; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixty-first Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixty-first Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE 1

SIXTY-EIGHTH SERIES OF BONDS

    SECTIION 1.  There shall be a series of bonds designated "5% Series due July 1, 2018" (herein sometimes called the "Sixty-eighth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-eighth Series (which shall be initially issued in the aggregate principal amount of $115,000,000) shall mature on July 1, 2018, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5% per annum, the first interest payment to be made on January 1, 2004, for the period from June 25, 2003 t o January 1, 2004 with subsequent interest payments payable semi-annually on January 1 and July 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-eighth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-eighth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-eighth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-eighth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-eighth Series shall be paid to the Person in whose name such bonds of the Sixty-eighth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 25, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-eighth Series pursuant to which the Bonds of the Sixty-eighth Series that are issued and sold without registration (the "Private Bonds of the Sixty-eighth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-eighth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-eighth Series (the "Exchange Bonds of the Sixty-eighth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-eighth Series. The Private Bonds of the Sixty-eighth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Sixty-eighth Series will be exchanged for Exchange Bonds of the Sixty-eighth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-eighth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-eighth Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-eighth Series.The Bonds of the Sixty-eighth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-eighth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-EIGHTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-eighth Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-eighth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 25, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$115,000,000                                                                                                                                 CUSIP 29364DAG5

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5% SERIES
DUE JULY 1, 2018

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on July 1, 2018 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED FIFTEEN MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 25, 2003, if the date of this bond is prior to January 1, 2004, or if the date of this bond is on or after January 1, 2004, from the January 1 or July 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5% per annum in like coin or currency at said office or agency on January 1 and July 1 of each year, commencing January 1, 2004, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with certain o f its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixty-first Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a rivate Bond of the Sixty-eighth Series.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5% Series due July 1, 2018, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixty-first Supplemental Indenture dated as of June 15, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixty-first Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 25, 2003.

                                                                                                                ENTERGY ARKANSAS, INC.

                                                                                                                By_____________________________
                                                                                                                    Nathan E. Langston
                                                                                                                    Senior Vice President and
                                                                                                                    Chief Accounting Officer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                        as Corporate Trustee

                                                                                        By _____________________________
                                                                                                    Authorized Officer

(III) The bonds of the Sixty-eighth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to July 1, 2008, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on July 1, 2008 of the principal amount of such bonds of the Sixty-eighth Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-eighth Series to be redeemed to July 1, 2008 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (b) at any time on or after July 1, 2008, prior to maturity of the bonds of the Sixty-eighth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 July 1, 2018, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to July 1, 2008 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 July 1, 2008.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Wachovia Securities, LLC and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-eighth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-eighth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-eighth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixty-first Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-eighth Series for the aggregate principal amount of $115,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-eighth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company on or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-eighth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-eighth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.     SECTION 4.  Subject to the amendments provided for in this Sixty-first Supplemental Indenture, the terms defined in the Mortgage and the First through Sixtieth Supplemental Indentures shall, for all purposes of this Sixty-first Supplemental Indenture, have the meanings specified in the Mortgage and the First through Sixtieth Supplemental Indentures.     SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Sixtieth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-first Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-first Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-first Supplemental Indenture.

    SECTION 6.  Whenever in this Sixty-first Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     SECTION 7.  Nothing in this Sixty-first Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     SECTION 8.  This Sixty-first Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.     SECTION 9.  This Sixty-first Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

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

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
     Wanda Camacho
      Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                            STANLEY BURG,
                                                                                                                            As Co-Trustee

                                                                                                                            /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:

/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Belinda Brown
Vice President

Attest:

/s/ Rebekah Foltz
Rebekah Foltz
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Daniel G. Dwyer
Daniel G. Dwyer

/s/ L. Stabley
L. Stabley

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 20th day of June, 2003, before me, Mark Grafton Otts, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Nathan E. Langston and Christopher T. Screen, to me personally well known, who stated that they were the Senior Vice President and Chief Accounting Officer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 20th day of June, 2003, before me personally came Nathan E. Langston, to me known, who, being by me duly sworn, did depose and say that he resides at 125 Ayshire Court, Slidell, Louisiana 70461; that he is the Senior Vice President and Chief Accounting Officer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 20th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Mark Grafton Otts
Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK     )
                                             ) SS.:
COUNTY OF NEW YORK)

On this 25^th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Wanda Camacho and Yana Kalachikova to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 25^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10561; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 25^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK        )
                                                ) SS.:
COUNTY OF NEW YORK   )

On this 25th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 25th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI    )
                                         ) SS.:
CITY OF ST. LOUIS      )

On this 24th day of June, 2003, before me, Joy Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Rebekah Foltz, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 24th day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided in St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 24th day of June, 2003, before me appeared Rebekah Foltz, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006
 

EX-4 8 a4k.htm

Exhibit 4(k)

ENTERGY NEW ORLEANS, INC.

To

THE BANK OF NEW YORK

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

And

STEPHEN J. GIURLANDO

(successor to Mark F. McLaughlin and Z. George Klodnicki)

As Trustees under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

ELEVENTH SUPPLEMENTAL INDENTURE

Providing among other things for

First Mortgage Bonds,

3.875% Series due August 1, 2008

(Fourteenth Series)

and

First Mortgage Bonds,

5.25% Series due August 1, 2013

(Fifteenth Series)

Dated as of July 1, 2003

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2003, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture");

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998, its Eighth Supplemental Indenture, dated as of July 1, 2000 (the "Eight Supplemental Indenture"), its Ninth Supplemental Indenture, dated as of February 1, 2001 (the "Ninth Supplemental Indenture"), and its Tenth Supplemental Indenture, dated as of October 1, 2002 (the "Tenth Supplemental Indenture"), each as a supplement to the Original Indenture, which Supplemental Indentures hav e been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eleventh Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	45,000,000
7.55% Series due September 1, 2023	30,000,000	30,000,000
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	40,000,000
7% Series due July 15, 2008	30,000,000	30,000,000
8.125% Series due July 15, 2005	30,000,000	30,000,000
6.65% Series due March 1, 2004	30,000,000	30,000,000
6.75% Series due October 15, 2017	25,000,000	25,000,000

; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, the Company desires to create two new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and

WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid, binding and legal instrument have been performed, and the issuances of said two series of bonds, subject to the terms of the Indenture, have been in all respects duly authorized;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encu mbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other gover nmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kin d or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VII hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all mac hinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all t he rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Eleventh Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) a ny natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Eleventh Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1. Terms From the Original Indenture and First through Tenth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Eleventh Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Tenth Supplemental Indentures, as the case may be.
2. Certain Defined Terms. As used in this Eleventh Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Bonds of the Fifteenth Series" shall have the meaning specified in Section 3.01.

The term "Bonds of the Fourteenth Series" shall have the meaning specified in Section 2.01.

The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, 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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) ABN AMRO Incorporated, Morgan Stanley & Co. Incorporated and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

3. References are to Eleventh Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Eleventh Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Eleventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.
4. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

THE FOURteenth SERIES

1. Bonds of the Fourteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 3.875% Series due August 1, 2008, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fourteenth Series," which term shall include the Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fourteenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Fourteenth Series shall mature on August 1, 2008 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fourteenth Series shall bear interest at the rate of three and eight hundred seventy-five one thousandths percent (3.875%) per annum (except as hereinaf ter provided), payable semi-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fourteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fourteenth Series shall bear interest (before and after judgment) at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fourteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fourteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bonds of the Fourteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fourteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fourteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fourteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fourteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or the maturity of any Bond of the Fourteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fourteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into a Registration Rights Agreement dated as of July 31, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Fourteenth Series pursuant to which the Bonds of the Fourteenth Series that are issued and sold without registration (the "Private Bonds of the Fourteenth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Fourteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fourteenth Series (the "Exchange Bonds of the Fourteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fourteenth Series. The Private Bonds of the Fourteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Ac t, and Private Bonds of the Fourteenth Series will be exchanged for Exchange Bonds of the Fourteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fourteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fourteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fourteenth Series. (a) The Bonds of the Fourteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fourteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fourteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest there on to such redemption date.

(b) Bonds of the Fourteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fourteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fourteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fourteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fourteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fourteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fourteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fourteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fourteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fourteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fourteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fourteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fourteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fourteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fourteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fourteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fourteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fourteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if n o interest shall have been paid on the Bonds of the Fourteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fourteenth Series shall be dated so that the person in whose name any Bond of the Fourteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fourteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fourteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such i nterest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fourteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE III

THE Fifteenth SERIES

1. Bonds of the Fifteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 5.25% Series due August 1, 2013, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fifteenth Series," which term shall include the Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fifteenth Series shall be substantially in the form of Exhibit B hereto. Bonds of the Fifteenth Series shall mature on August 1, 2013 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fifteenth Series shall bear interest at the rate of five and twenty-five one hundredths percent (5.25%) per annum (except as hereinafter provided), payable sem i-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fifteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fifteenth Series shall bear interest (before and after judgment) at the rate of six and twenty-five one hundredths percent (6.25%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fifteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear Additional Interest in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fifteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bond s of the Fifteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fifteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fifteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fifteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fifteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or maturity date of any Bond of the Fifteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fifteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into the Registration Rights Agreement pursuant to which the Bonds of the Fifteenth Series that are issued and sold without registration (the "Private Bonds of the Fifteenth Series") under the Securities Act may be exchanged for Bonds of the Fifteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fifteenth Series (the "Exchange Bonds of the Fifteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fifteenth Series. The Private Bonds of the Fifteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Fifteenth Series will be exchanged for Exchange Bonds of the Fifteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise i n accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fifteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fifteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fifteenth Series. (a) The Bonds of the Fifteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fifteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fifteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to such redemption date.

(b) Bonds of the Fifteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fifteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fifteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 3.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 3.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fifteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fifteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 3.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fifteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fifteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fifteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fifteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fifteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fifteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fifteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fifteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fifteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fifteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fifteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fifteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fifteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if no in terest shall have been paid on the Bonds of the Fifteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fifteenth Series shall be dated so that the person in whose name any Bond of the Fifteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fifteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fifteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such inter est payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fifteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE IV

OTHER PROVISIONS FOR RETIREMENT OF BONDS

1. Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Tenth Supplemental Indenture":

", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fourteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fourteenth Series, shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fifteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fifteenth Series,"

Section 4.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Fourteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fourteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fourteenth Series. The redemption price for any Bonds of the Fifteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fifteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fifteenth Series.

ARTICLE V

COVENANTS

1. Maintenance of Paying Agency. So long as any Bonds of the Fourteenth Series or the Fifteenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any Bonds of the Fourteenth Series or the Fifteenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made.
2. Further Assurances. From time to time whenever reasonably requested by the Trustee, the holders of a majority in principal amount of Bonds of the Fourteenth Series then Outstanding, or the holders of a majority in principal amount of Bonds of the Fifteenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of the Bonds of the Fourteenth Series or the rights and remedies of the holders of the Bonds of the Fifteenth Series.
3. Limitation on Restricted Payments. (a) So long as any Bonds of the Fourteenth Series or any Bonds of the Fifteenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to J une 30, 2003 (other than any dividend declared by the Company on or before June 30, 2003) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to June 30, 2003, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act.

For the purpose of this Section 5.03, the aggregate amount credited subsequent to June 30, 2003, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to June 30, 2003.

ARTICLE VI

MISCELLANEOUS PROVISIONS

1. Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Eleventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eleventh Supplemental Indenture.

2. Effect of Eleventh Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Eleventh Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Eleventh Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.
3. Record Date. (a) The holders of the Bonds of the Fourteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fourteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fourteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fourteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

(b) The holders of the Bonds of the Fifteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fifteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fifteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fifteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

4. Titles. The titles of the several Articles and Sections of this Eleventh Supplemental Indenture shall not be deemed to be any part hereof.
5. Counterparts. This Eleventh Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
6. Governing Law. The laws of the State of New York shall govern this Eleventh Supplemental Indenture, the Bonds of the Fourteenth Series, and the Bonds of the Fifteenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

ARTICLE VII

SPECIFIC DESCRIPTION OF PROPERTY

PARAGRAPH ONE

The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

PARAGRAPH TWO

The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

PARAGRAPH THREE

All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

PARAGRAPH FOUR

The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

PARAGRAPH FIVE

The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

PARAGRAPH SIX

The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereo f, in, on, through, across or under any public streets or highways or other lands or property, public or private.

PARAGRAPH SEVEN

All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written.

ENTERGY NEW ORLEANS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

THE BANK OF NEW YORK
As Trustee

By: /s/ Robert A. Massimillo
Robert A. Massimillo
Vice President

Attest:

/s/ Cynthia Chaney
Cynthia Chaney
Vice President

/s/ Stephen J. Giurlando
STEPHEN J. GIURLANDO,
As Co-Trustee

Executed, sealed and delivered by
THE BANK OF NEW YORK and

STEPHEN J. GIURLANDO
in the presence of:

/s/ Ada Li
Ada Li

/s/ Regina F. Johnson
Regina F. Johnson

STATE OF LOUISIANA )

                                         ) SS.:

PARISH OF ORLEANS )

On this 29th day of July, 2003, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., that the seal affixed to said instrument is the corporate seal of said corporation, that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ Lloyd L. Drury, III
Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life

STATE OF NEW YORK
                                                        } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared Robert A. Massimillo, to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, that the seal affixed to the above instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert A. Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Robert A. Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, New York 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the 29th day of July, 2003, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

EXHIBIT A

[FORM OF BOND OF THE Fourteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FOURTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fourteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

3.875% Series due August 1, 2008

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2008, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of three and eight hundred seventy-five one tho usandths percent (3.875%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. ]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 3.875% Series due August 1, 2008 (herein called bonds of the Fourteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under whic h additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fourteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EXHIBIT B

[FORM OF BOND OF THE Fifteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FIFTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fifteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

5.25% Series due August 1, 2013

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2013, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of five and twenty-five one hundredths percent (5.25%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of six and twenty-five one hundredths percent (6.25%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 5.25% Series due August 1, 2013 (herein called bonds of the Fifteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fifteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as is provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EX-10 9 a10a.htm

Exhibit 10(a)

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank and Funding Bank,

AND THE PARTICIPATING BANKS
NAMED HEREIN

DATED AS OF

MARCH 3, 2003

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of March 3, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time parties to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Bankers Trust Company and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claiborne County , Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, The Bank of Tokyo-Mitsubishi, Ltd., as funding bank (the "Existing Funding Bank"), Union Bank of California, N.A., as documentation agent, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as administrating bank, and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit");

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Administrating Bank, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to a scertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Cash Collateral Security Agreement" means the Cash Collateral Security Agreement, dated as of March 3, 2003, by the Company in favor of the Administrating Bank (for its benefit and the benefit of the Banks), substantially in the form of Exhibit G, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

"Closing Date" means March 3, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral" has the meaning set forth in the Cash Collateral Security Agreement.

"Company" has the meaning set forth in the preamble hereto.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2001; and (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2002.

"Dollars" or "$" means lawful money of the United States of America.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 165-LCS-351108, in the stated amount of $36,061,469.99, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 165-LCS-351107, in the stated amount of $156,885,463.65, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on December 20, 1999.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"Person" means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Stated Expiration Date" means March 3, 2006.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit and the Cash Collateral Security Agreement.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Unit 1" has the meaning specified in the preamble hereto.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement. (a) Reimbursement by Company. The Company hereby agrees to pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the fifth Business Day following the Business Day on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, (i) a sum equal to such amount so paid by the Funding Bank plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Funding Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Application of Payments. Any payment made by the Company pursuant to subsection (a) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) above, there shall be amounts due from the Company pursuant to subsection (a) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) above with respect to all such Letters of Credit.

(c) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(d) Evidence of Indebtedness. Each Bank shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit and the amounts of principal and interest payable and paid from time to time to such Bank hereunder.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to 0.125% per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Drawing Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each April 15, July 15, October 15 and January 15 (commencing April 15, 2003), and on such Termination Date; and (b) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the letter agreement, dated the date hereof, between the Administrating Bank and the Company. Upon receipt from the Company of fees payable in accordance with the provisions of clause (a) above, the Administrating Bank agrees to promptly pay to the account of each Participating Bank the fees paid to it for the account of such Participating Bank pursuant to such clause (a).

SECTION 4. Change in Circumstances. (a) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Letters of Credit or any drawing thereunder (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (b).

(c) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(d) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a) and (b) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(e) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(f) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(d) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(g) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(d) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents, and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further, that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sente nce, interest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimbur se the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases, (ii) any Reimbursement Default or Prepayment Event hereunder, (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder, (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents, (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (vi) the existence of any cl aim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Cr edit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or wilful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Company (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Bank acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the other Transact ion Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect. Without l imiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including, without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or wilful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Letters of Credit. N othing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(c), 5(a) and 5(c) hereof and the fees payable under Section 3 hereof shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c) and (d) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xiv) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date except as described in the last paragraph of this subsection (b), in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, as New York counsel to the Company, substantially in the form of Exhibit C hereto;

(ii) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit D hereto;

(iii) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E hereto;

(iv) an opinion of Hughes Hubbard & Reed LLP, special counsel for the Funding Bank, substantially in the form of Exhibit F hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which the Company is a party, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents or any of the Financing Documents to which the Company is a party;

(vii) a certificate as to the good standing of the Company, as of a recent date, from (A) the Secretary of State of the State of Arkansas and (B) the Secretary of State of the State of Mississippi;

(viii) (i) a certificate of the Secretary or Assistant Secretary of the Company certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above, (B) that (x) attached thereto is a true and complete copy of the articles of incorporation, including all amendments thereto, of the Company and (y) that such articles of incorporation have not been amended since the date of the last amendment thereto, and (C) as to the incumbency and specimen signature of each officer executing this Agreement, the Cash Collateral Security Agreement or any other document or certificate delivered in connection herewith on behalf of the Company; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.

(ix) the Cash Collateral Security Agreement, duly executed by the Company;

(x) a copy of each Disclosure Document;

(xi) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xii) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xiii) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xiv) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

The parties hereto acknowledge that (1) the resolutions of the Board of Directors of the Company described in clause (v) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes and the Facility Leases and (2) all approvals, consents and other documents described in clause (vi) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes, the Facility Leases and the Financing Documents were previously delivered in 1988 to the banks party to the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein, and that such documents will not be required to be redelivered in connection with this Agreement.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof and in Section 8 of the Cash Collateral Security Agreement are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank); and

(iv) all Fees required to be paid pursuant to Section 3 on the Closing Date shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable.

The parties hereto acknowledge that the Participation Agreements, the Indentures, the Notes and the Facility Leases described in clause (ii) of this subsection (d) were previously delivered to the Administrating Bank and that such documents will not be required to be redelivered to the Administrating Bank in connection with this Agreement.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule 11 thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and the Cash Collateral Security Agreement have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or the Cash Collateral Security Agreement, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect, its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(d) Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Company of, or the consummation by it of the transactions contemplated by, this Agreement or the Cash Collateral Security Agreement, except such Governmental Actions (i) as have been, or on or before the Closing Date will have been, duly obtained, given or accomplished and (ii) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf , is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement or the Cash Collateral Security Agreement, or (b) to be obtained by the Administrating Bank or any Bank during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof will have been, duly obtained, given or accomplished and (2) as may be required by Applicable Law not now in effect. None of the Governmental Actions referred to in clause (i) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the Cash Collateral Security Agreement have been duly executed and delivered by it, and each of this Agreement and the Cash Collateral Security Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement or the Cash Collateral Security Agreement, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the ability of the Company to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(g) Material Adverse Change. The consolidated balance sheet of the Company as at December 31, 2001, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheet of the Company and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no material adverse change in the consolidated financial condition, business, properties, operations or prospects of the Company, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(a) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than the Administrating Bank's or such Bank's employees, authorized agents or representatives.

(e) Keeping of Books. Keep, and cause each Subsidiary to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which the Company or any of its Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report in the form required for reporting to the SEC for such year for the Company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or sell, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Subsidiaries to do any of the foregoing, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation, merger, sale, transfer, assignment or other disposition shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(a)) to perform its obligations hereunder or under the Cash Collateral Security Agreement, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement and the Cash Collateral Security Agreement in a writing satisfactory in form and substance to the Required Banks, and (B) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(b) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior written consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of this Section 12(b) without first obtaining the prior written consent of all Participating Banks.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in the Cash Collateral Security Agreement; or

(ii) the Company shall violate any covenant contained in Section 12 hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(v) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vi) any material provision of this Agreement or the Cash Collateral Security Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or the Cash Collateral Security Agreement; or

(vii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, or (c) the winding-up or liquidation of the Company; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(viii) the Company shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (vii) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(ix) this Agreement or the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; or the security interest or Lien purported to be created by the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except the Lien in favor of the Administrating Bank) in the Collateral.

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, the obligations or ability of the Company, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare all principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon all such principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral, in addition to the other rights and remedies provided for herein and in the Cash Collateral Security Agreement or otherwise availab le to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (vii) or clause (viii) above, all principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest on such drawings, or reduce the rate of interest on any unreimbursed drawings, (ii) change the Participation Percentage of any Participating Bank or the fees provided for in Section 3 hereof, (iii) reduce the principal o f, or interest on, any unreimbursed drawing under any Letter of Credit, or any fees or other amounts payable hereunder, (iv) release any Collateral (except for any such release expressly permitted under the Cash Collateral Security Agreement) or change any provision of the Cash Collateral Security Agreement providing for the release of Collateral or (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(b)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks", in each case without the prior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisi ons of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank in connection with the preparation, execution, delivery, syndication, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimbursement Event of Default or Prepayment Event or any waiver or amendment of, or the enfor cement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by such Bank. Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank or such Bank may reasonably incur (or which may be claimed against the Administrating Bank or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; (b) by reason of or in connection wi th the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Cr edit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Section 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be entitled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participat ing Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for th e accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 27.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 28.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other pose.

SECTION 29.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

PARTICIPATING BANKS

$198,061,427.93/100.0%                                                                               UNION BANK OF CALIFORNIA, N.A.,
                                                                                                                        as Administrating Bank, as Funding Bank and as a
                                                                                                                        Participating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct. # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

EX-10 10 a10b.htm

Exhibit 10(b)

EXECUTION COPY

CASH COLLATERAL SECURITY AGREEMENT

CASH COLLATERAL SECURITY AGREEMENT, dated as of March 3, 2003 (this "Agreement"), made by and among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Pledgor"), to UNION BANK OF CALIFORNIA, N.A. ("Union Bank"), as administrating bank (in such capacity, together with its successors and assigns in such capacity, the "Administrating Bank") for the Funding Bank and the Participating Banks (as such terms are defined below).

PRELIMINARY STATEMENTS

(1) The Pledgor has entered into a Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), with the Administrating Bank, Union Bank, as funding bank (in such capacity, the "Funding Bank"), and the banks named therein and from time to time parties thereto (the "Participating Banks", together with the Funding Bank and the Administrating Bank being referred to herein, collectively, as the "Secured Parties"), pursuant to which the Funding Bank has agreed, subject to the terms and conditions contained therein, to issue two Letters of Credit (as defined in the Reimbursement Agreement) for the account of the Pledgor in an aggregate initial stated amount of $198,061,427.93. Unless otherwise defined herein, capitalized terms used herein shall have the meani ng assigned to such terms in the Reimbursement Agreement.

(2) Pursuant to and subject to the terms of this Agreement, and in order to secure the obligations of the Pledgor under the Reimbursement Agreement, the Pledgor is required to deposit on the Closing Date, and thereafter maintain on deposit, funds in an amount equal to the aggregate Maximum Drawing Amounts (as in effect from time to time) of the Letters of Credit, in a special money market account bearing Account No. 4430000980 (the "Account") maintained by the Pledgor with the Administrating Bank at its office at 445 South Figueroa Street, Los Angeles, California 90071 (or at such other office of the Administrating Bank as the Administrating Bank may, from time to time, notify the Pledgor), in the name of the Pledgor but under the sole control and dominion of the Administrating Bank.

(3) It is a condition precedent to the Funding Bank's obligation to issue, and of the Participating Banks' obligation to participate in, the Letters of Credit pursuant to the Reimbursement Agreement that the Pledgor shall have granted the Lien contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Funding Bank to issue, and the Participating Banks to participate in, the Letters of Credit, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Administrating Bank for the benefit of the Secured Parties as follows:

SECTION 1. Pledge and Assignment. The Pledgor hereby pledges and assigns to the Administrating Bank for the benefit of the Secured Parties, and grants to the Administrating Bank for the benefit of the Secured Parties a security interest in, all of the Pledgor's right, title and interest in and to the following collateral, whether now owned or hereafter acquired (collectively, the "Collateral"):

(a) (i) the Account, (ii) all cash, funds, credit balances, securities, investment property and other financial assets from time to time held in the Account or otherwise credited, or to be credited, to the Account, (iii) all security entitlements with respect to all financial assets from time to time credited, or to be credited, to the Account, (iv) all certificates and instruments, if any, from time to time representing or evidencing the Account, and (v) all agreements governing or otherwise related to the Account;

(b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrating Bank for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral;

(c) all interest, dividends, returns of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and

(d) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitutes property of the type described in the foregoing clause (a), (b) or (c)).

SECTION 2. Security for Obligations. This Agreement secures the payment when due of all obligations of the Pledgor to the Secured Parties under the Reimbursement Agreement and this Agreement, whether for principal (including, without limitation, reimbursement of amounts drawn under the Letters of Credit), interest, fees, expenses, indemnification or otherwise (all of the foregoing obligations being referred to herein, collectively, as the "Obligations"). Without limiting the generality of the foregoing, this Agreement also secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor or any other Person.

SECTION 3. Required Deposits into the Account; Delivery of Collateral.

(a) The Pledgor agrees that on or prior to the Closing Date the Pledgor shall deposit $192,946,933.65 into the Account. In addition, the Pledgor agrees that, not less than 30 days prior to each scheduled increase in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), it shall deposit into the Account funds in an amount equal to the aggregate amount of such scheduled increase. All deposits into the Account pursuant to this subsection (a) shall be made by the Pledgor in immediately available funds.

(b) All certificates or instruments, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Administrating Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrating Bank. The Administrating Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

SECTION 4. Maintaining the Account. So long as any Letter of Credit has not expired or been cancelled or terminated, any Participating Bank has any obligation under Section 5(a) of the Reimbursement Agreement, or any Obligations remain unpaid:

(a) The Pledgor will maintain the Account with the Administrating Bank.

(b) The Account shall be under the sole dominion and control of the Administrating Bank. It shall be a term and condition of the Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Account and except as otherwise provided by the provisions of Sections 6 and 13 hereof, that no amount (including, without limitation, interest earnings from time to time credited to the Account) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person (other than the Secured Parties) from the Account.

The Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.

SECTION 5. Control of Account; Investments

 (a) The Administrating Bank and the Pledgor agree and acknowledge that (i) the Administrating Bank is and shall be the "securities intermediary" (as defined in Section 8-102(a)(14) of the Uniform Commercial Code as in effect from time to time in the State of New York (the "Uniform Commercial Code")), and the Pledgor is and (subject to the terms of this Agreement) shall be the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code, in each case with respect to the Account and each "financial asset" (as defined in Section 8-102(a)(9) of the Uniform Commercial Code) credited to the Account; (ii) the Account is and shall be maintained as a "securities account" (as defined in Section 8-501(a) of the Uniform Commercial Code); (iii) all securities, other financial assets, investment property and other property acquired with cash credited to the Account will be credited to the Account; (i v) all items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Account will be treated as a "financial asset" under Article 8 of the Uniform Commercial Code; (v) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the Uniform Commercial Code) for purposes of Article 8 of the Uniform Commercial Code and this Agreement and with respect to the Account is the State of New York, and this provision shall control over any provision to the contrary in any other agreement relating to the Account; and (vi) all securities, instruments and other property in bearer or registered form and credited to the Account shall be payable to or to the order of, or registered in the name of, the Administrating Bank or shall be indorsed to the Administrating Bank or in blank, and in no case whatsoever shall any financial asset credited to the Account be registered in the name of the Pledgor, payable to or to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially endorsed by the Pledgor to the Administrating Bank or in blank. The Administrating Bank agrees that it will hold (and will indicate clearly in its books and records that it holds) its "security entitlement" to the "financial assets" credited to the Account in trust for the benefit of the Secured Parties. The Pledgor acknowledges that the Administrating Bank shall have the sole right and discretion, subject only to the terms of this Agreement, to give all "entitlement orders" (as defined in Section 8-102(a)(8) of the Uniform Commercial Code) with respect to the Account and any and all financial assets and other property credited thereto to the exclusion of, and without further consent of, the Pledgor. Without limitation of the foregoing, the Administrating Bank, in its capacity as "securities intermediary" in respect of the Account as provided above, (A) will comply with all such entitlement orders without further consent by the Pledgor and (B) agrees to perform all the duties of a "securities intermediary" required under Article 8 of the Uniform Commercial Code.

(b) From time to time the Administrating Bank may invest and reinvest all funds held in the Account and all proceeds received with respect to the Collateral in such money market instruments and/or other investments as Union Bank acquires in the ordinary course of its business in connection with its Business MoneyMarket Accounts.

SECTION 6. Application and Release of Funds in the Account. (a) Subject to Section 13 hereof, on any date on which any Obligation is due and payable by the Pledgor under the Reimbursement Agreement or this Agreement, unless the Pledgor shall have paid such Obligation in full on or before such date to the Administrating Bank, the Administrating Bank shall have the right, but shall not be required, to withdraw and apply all or a portion of the amounts deposited and held in the Account in satisfaction of such Obligation.

(b) Any application of Collateral pursuant to Section 6(a) shall be deemed to cure any Reimbursement Default, Prepayment Event or other default under the Reimbursement Agreement or this Agreement arising from the Pledgor's failure to have paid the applicable Obligation directly, but only to the extent that such Obligation has been paid in full in cash with such Collateral.

(c) So long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, the Pledgor may, no more frequently than once each calendar month, originate written instructions to withdraw all interest earnings credited by the Administrating Bank to the Account, and the Administrating Bank will transfer such interest earnings to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time.

(d) At any time after the effective date of any scheduled decrease in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), the Pledgor may, so long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, originate written instructions to the Administrating Bank to withdraw funds on deposit in the Account (and the Administrating Bank will, within five (5) Business Days after its receipt of such instructions, transfer such funds to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time) in an amount equal to the excess of (i) the aggregate amount of funds on deposit in the Account on the date of such transfer over (ii) the total Maximum Drawing Amounts of the Letters of Credit on such date (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement).

SECTION 7. Further Assurances. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrating Bank may reasonably request, in order to perfect, maintain or continue the perfection of, or otherwise protect any security interest granted or purported to be granted hereby or to enable the Administrating Bank to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 8. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien, claim, option, control or right of others, except for the Lien created by this Agreement and Liens in favor of the Administrating Bank created by operation of law.

(b) The pledge and assignment of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations.

(c) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge and assignment by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the security interest created hereby (including, without limitation, the first priority nature of such security interest) or (iii) for the exercise by the Administrating Bank of its rights and remedies hereunder.

(d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(e) The Pledgor has, independently and without reliance upon the Administrating Bank or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

SECTION 9. Transfers and Other Liens. The Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the Lien under this Agreement.

SECTION 10. Administrating Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints the Administrating Bank the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, at any time and from time to time during the continuance of a Reimbursement Event of Default or Prepayment Event or in the event that the Administrating Bank, in its reasonable discretion, deems such action to be necessary or advisable to protect its security interest in the Collateral, to take any action and to execute any instrument which the Administrating Bank may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(b) to receive, indorse and collect any drafts or other instruments or documents in connection with clause (a) above, and

(c) to file any claims or take any action or institute any proceedings that the Administrating Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrating Bank with respect to any of the Collateral.

SECTION 11. Administrating Bank May Perform. If the Pledgor fails to perform any agreement contained herein, the Administrating Bank may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrating Bank incurred in connection therewith shall be payable by the Pledgor under Section 14.

SECTION 12. The Administrating Bank's Duties. The powers conferred on the Administrating Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrating Bank shall have no duty as to any Collateral, as to ascertaining or taking action with respect to any matters relative to any Collateral, whether or not the Administrating Bank or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrating Bank shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Admin istrating Bank accords its own property.

SECTION 13. Remedies upon Default. If any Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing:

(a) The Administrating Bank may, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account against the Obligations or any part thereof.

(b) The Administrating Bank may also exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (whether or not the Uniform Commercial Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrating Bank's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrating Bank may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrati ng Bank shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. All proceeds of any sale of Collateral, if not applied against the Obligations, shall be maintained in the Account as Collateral. The Administrating Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Any cash held by the Administrating Bank as Collateral and all cash proceeds received by the Administrating Bank in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrating Bank, be held by the Administrating Bank in the Account as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to the Administrating Bank pursuant to Section 14) in whole or in part by the Administrating Bank for the benefit of the Secured Parties against, all or any part of the Obligations in such order as the Administrating Bank shall elect. Any surplus of such cash or cash proceeds held by the Administrating Bank and remaining after the indefeasible payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. If, after the application by the Administrating Bank of the cash proceeds of the Collateral to the payment of the Obligations, any portion of the Obligations remains unpaid, the Pledgor shall be and remain liable for such deficiency until all of the Obligations have been indefeasibly paid in full in cash.

SECTION 14. Indemnity and Expenses. (a) The Pledgor agrees to indemnify and hold harmless each Secured Party and its respective Affiliates, and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party"), from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) incurred by or asserted against such Indemnified Party in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnified Party shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or the Collateral, except to the extent that such claims, losses or liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party.

(b) The Pledgor will upon demand pay to the Administrating Bank the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, which the Administrating Bank may incur in connection with (i) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrating Bank or any other Secured Party hereunder or (iii) the failure by the Pledgor to perform or observe any of the provisions hereof.

SECTION 15. Amendments, Etc. No amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor or the Administrating Bank herefrom, shall in any event be effective unless the same shall be in writing and signed by the Pledgor and the Administrating Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 16. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic, facsimile, telex or cable communication) and mailed, telegraphed, telecopied, telexed, cabled or delivered, if to the Pledgor or to the Administrating Bank, at its address specified in Section 15 of the Reimbursement Agreement, or, as to either party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective (i) five days after when deposited in the mails, or (ii) when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrating Bank shall not be effective until received by the Administrating Bank.

SECTION 17. Continuing Security Interest; Assignments. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest to occur of (i) the indefeasible payment in full in cash of the Obligations, (ii) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and (iii) the expiration or termination of all Letters of Credit, (b) be binding upon the Pledgor, its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (c) inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash of the Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and the expiration or termination of the Letters of Credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrating Bank will, at the Pledgor's expense, execute and deliver to the Pledgor such documents and take such other actions as the Pledgor shall reasonably request to evidence such termination.

SECTION 18. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Unless otherwise defined herein or in the Reimbursement Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code are used herein as therein defined.

SECTION 19. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In furtherance of the foregoing, it is understood and agreed that signatures hereto submitted by facsimile transmission shall be deemed to be, and shall constitute, original signatures.

SECTION 20. Jurisdiction

Each of the parties hereto irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in any court of the State of New York or any court of the United States of America located in the State of New York, (ii) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such suit, action or proceeding and (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 20 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.,

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Agreed and Accepted:

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

SIGNATURE PAGE TO CASH COLLATERAL SECURITY AGREEMENT

EX-10 11 a10c.htm

Exhibit 10(c)

March 31, 2003

Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

Dear Bob:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our revised offer to you for the ESI System Officer position of Senior Vice President and General Counsel. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
   
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
   
3. Base Salary. Your annual rate of pay shall be FOUR HUNDRED TWENTY THOUSAND AND NO/100 ($420,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
   
4. Signing Bonus. Shortly after your employment commences with ESI, but subject to the repayment provisions set forth herein, you will receive a one-time Signing Bonus of ONE HUNDRED THOUSAND AND NO/100 ($100,000) dollars or you may defer receipt until you leave Entergy System employment. Such deferral will be in accordance with all of the terms and conditions of the Executive Deferred Compensation Plan of Entergy Corporation and its Subsidiaries. If you wish to defer all or part of this Signing Bonus, your election must be made prior to your first day of employment. For your convenience, you may specify your deferral amount at the bottom of this Agreement. Although you are not being employed for a term, you agree that ESI will not have received adequate consideration for the Signing Bonus if you voluntarily resign or if your employment with ESI or any other System Company is involuntarily terminated for Cause (as defined in the last paragraph of this Section) within two ye ars after your first day of employment. Accordingly, if within two years after your first day of employment, you resign or your employment with ESI or any other System Company is terminated for Cause, you will repay to ESI within seven calendar days after demand by ESI a share of the Signing Bonus according to this schedule:

Prior to one-year employment
anniversary date:                                                                                 100% repayment required

After one year and prior to second
year employment anniversary date:                                                       50% repayment required

After two years employment:                                                                0% repayment required

For purposes of this Section, the term "Cause" shall mean:

1. the failure by you to substantially perform your duties (other than such failure resulting from your incapacity due to physical or mental illness) that has not been cured within 30 days after a written demand for substantial performance is delivered to you by your System Company employer, which demand specifically identifies the manner in which such employer believes that you have not substantially performed your duties; or
   
2. the engaging by you in conduct which is materially injurious to any System Company, monetarily or otherwise;
   
3. your 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 your ability to carry out your duties or upon the reputation of any System Company;
   
4. a material violation by you of any agreement you have with a System Company, including but not limited to Section 14 hereof; or
   
5. unauthorized disclosure by you of Proprietary Information (as defined in the Section entitled "Confidentiality") of any System Company.

5. Up-front Stock Options Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 12,100 stock options of Entergy Corporation common stock (at an option price equal to the fair market value of Entergy Corporation common stock on the date of grant - - your hire date) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") if you are deemed an "insider" under Rule 16 of the Securities Exchange Act of 1934, or otherwise under the terms and conditions of the Entergy Corporation and Subsidiaries Equity Awards Plan (the "EAP"). It is anticipated that the Personnel Committee will grant such options to vest at the rate of one-third on each of the first three anniversaries of the date of grant if you are a System Company employee on each such date, in accordance with the terms and conditions of the EOP or EAP, as applicable. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separation from service, if earlier.
   
6. Up-front Restricted Share Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 2,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the EOP or the EAP, as applicable. Restrictions on these Units (without dividends) will be lifted at the rate of 666 Units per year over the first two-year period (beginning with the first anniversary of Employee's employment date); and, restrictions on the remaining 667 Units (without dividends) will be lifted on the third anniversary of Employee's employment date.
   
7. Additional Benefits. Upon employment, you are eligible for the following additional benefits:
1. Executive Annual Incentive Plan. Beginning in the calendar year 2003, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 60% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 15%	60%	120%
$0 to $63,000	$252,000	$504,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 60% Target level) and is not bracketed at the 12.5%, 50% or 100% levels. Further, individual awards are discretionary.

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:
• 5,000 performance units (with a maximum opportunity of 200% of that Target) for the 2002 to 2004 performance cycle; and,
• 5,800 performance units (with a maximum opportunity of 200% of that Target) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at least at System Management Level 4 (note: ML 4 is one level lower that this offer at ML 3) with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2003 to 2005 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2003

Minimum	Target	Maximum
0 or 1,500 Units	5,800 Units	11,600 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on July 1, 2003, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,500 performance units (i.e., 5,000 Target performance units for the 36-month period times 18/36 prorated months of participation equals 2,500 performance units, plus accumulated dividends). At maximum, the number of units would be 5,000 (i.e., 200% of the 2,500 units at Target.)

1. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 18,900 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separat ion from service, if earlier.
   
2. Vacation. You will be eligible for four (4) weeks' vacation annually beginning in 2003.
   
3. Relocation Assistance (one month's salary). You will be eligible for benefits under the Company's relocation program, including a lump sum cash payment of one month's salary ($35,000); paid at the time you relocate, for miscellaneous relocation expenses.
   
4. Retirement Benefits.

You will be offered participation in both of the following two retirement plans. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Pension Equalization Plan with Supplemental Credited Service (SCS) - See attached estimate. The Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. Further, for purposes of calculating your total retirement benefit, ten (10) years of service will be added to your Entergy System benefit service. See attached estimate of your Supplemental Credited Service Agreement ("SCSA") benefits at various retirement ages (with company permission). This added service is contingent upon execution of a SCSA participation application.
• System Executive Retirement Plan (SERP) - See attached estimate. You will be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates (see attached table) that are generally greater than the 1.5% per year flat rate under the Retirement Plan. Further, for purposes of calculating your total retirement benefit, five (5) years of service will be added to your Entergy System benefit service. The replacement rate that corresponds to your years of service (including the 5 added years) is applied to your highest three-year average base salary and corresponding annual incentive payments. You will become eligible for a reduced benefit under this Plan once you reach a minimum of age 55 with ten years of actual service (reduction rate = 2% for every year your retirement preceded your 65^th birthday). Your participation in this P lan is contingent upon execution of a SERP agreement shortly after your hire date.
1. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). If a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to two (2) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for two year following your date of separation from service.
   
2. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans, and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, Defined Contribution Restoration Plan, Pension Equalization Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any System Company spons ored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.
7. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, nor an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.
   
8. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.
   
9. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.
   
10. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.
    
11. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
    
12. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:
Sr. Vice President, Human Resources & Administration
Entergy Services, Inc.
639 Loyola Avenue, 14^th Floor
New Orleans, LA 70113

If to you, addressed as follows:
Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

13. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.
    
14. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may not be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for Cause.
    
15. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
    
16. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
    
17. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
    
18. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until April 9, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Robert D. Sloan

Signing Bonus amount I wish to defer: $ ____________ Signature: _______________________

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

                                                                                                    ENTERGY SERVICES, INC.,
                                                                                                    BY ITS DULY AUTHORIZED AGENT:

                                                                                                    Date: _____________________________________

                                                                                                    Signature: _________________________________

                                                                                                    Printed Name: _____________________________

                                                                                                    Title: _____________________________________

EX-10 12 a10d.htm

Exhibit 10(d)

EXECUTIVE DEFERRED COMPENSATION PLAN

OF ENTERGY CORPORATION AND SUBSIDIARIES

(As Amended and Restated Generally Effective February 13, 2003)

On October 25, 1996, the Board of Directors of Entergy Corporation approved, authorized and adopted the Entergy Executive Compensation Deferral Program for the benefit of certain executive employees of Entergy Corporation and its subsidiaries. On December 4, 1998, the Board of Directors of Entergy Corporation amended, restated and renamed the program as the Executive Deferred Compensation Program of Entergy Corporation and Subsidiaries. On October 29, 1999, the Board of Directors of Entergy Corporation approved, authorized and adopted certain changes to the program that were incorporated into an amendment and restatement, which was renamed the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, and which was effective January 1, 2000. The Plan has since been amended from time to time, and is now hereby amended and restated in its entirety to incorporate such prior amendments and those additional amendments approved by the Personnel Committee of the Board of Directors on February 13, 2003.

ARTICLE I

PURPOSE AND DURATION

1.01 Purpose. The Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries has as its purpose attracting and retaining certain executive employees who are members of a select group of management or highly compensated employees. The Plan is designed to aid Participants in furthering their financial independence by providing them with an opportunity to systematically defer receipt of a portion of their eligible compensation as a means for providing benefits for the Participant at termination of employment. The Plan thereby defers taxation of such benefits to the Participant until distribution, pursuant to Section 451 of the Internal Revenue Code of 1986, as amended. The Plan is intended to be a top-hat plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. Effective December 7, 2001, the Pla n's purpose of attracting and retaining certain executive employees has been enhanced by allowing a System Management Participant the opportunity to defer receipt of all or a portion of his Executive Plan Benefits.

1.02 Scope and Duration. Entergy hopes and expects to continue the Plan indefinitely but expressly reserves the right to amend or terminate it, or discontinue recognition of any further deferrals under its terms, and each employer reserves the right to withdraw from the Plan, subject to the provisions hereinafter set forth. The benefits payable under the Plan are independent of any benefits the Employee is or may become entitled to receive under any funded pension, profit sharing, stock bonus or savings plan, except that the measure of the future value of amounts credited to a Participant's Account hereunder shall be based on the relative value of such Account balances had those balances represented actual dollars invested in selected investment funds from time to time available at the Administrator's discretion under the Savings Plan and/or any other measure that the Administrator may from time to time thereafter establish for purposes of this Plan.

ARTICLE II

DEFINITIONS

The following terms shall have the meaning hereafter indicated unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account the Administrator maintains, on a book-entry basis only, for each Participant under the Plan. Such Account shall include a book entry for the deferrals elected by the Participant hereunder subject to change or adjustment based on the changes in the relative value of those Investment Funds that the Participant from time to time directs as the basis for the valuation of the deferred amounts allocated to his or her Account. No actual dollars are maintained in, nor accounted for under, any such Account.

2.02 "Administrator" shall mean the Personnel Committee established by the Board of Directors, or such other individuals or committee (not fewer than three in number) as shall from time to time be designated in writing by the Chairman of the Board of Directors as the administrator of the Plan. The Administrator shall be the "plan administrator" for the Plan within the meaning of ERISA. Notwithstanding the foregoing, from and after the date immediately preceding the commencement of a Change in Control Period, the "Administrator" shall mean (a) the individuals (not fewer than three in number) who, on the date six months before the commencement of the Change in Control Period, constitute the Administrator, plus (b) in the event that fewer than three individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided, however, that the maximum number of individuals constituting the Administrator shall not exceed six.

2.03 "Available Base Salary" shall mean that portion of a Participant's Base Salary that remains after the deduction or reduction of such Base Salary on account of all appropriate or required tax withholdings, loan repayments, contributions under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan), deferral contributions pursuant to Code 401(k) or otherwise under the Savings Plan, United Way or other charitable deductions or contributions, political action committee contributions, garnishments or other legally required or mandated deductions (i.e., Internal Revenue Service levies), and any other deductions or reductions related to contributions to any other employee benefit plan from time to time sponsored by Entergy Corporation or in which the Employer is the sponsor or a participating employer.

2.04 "Base Salary" shall mean the regular or normal salary, exclusive of overtime or bonuses, normally payable to a Participant during any period of Covered Employment including the amount, if any, such Employee defers as a deferral contribution pursuant to Code 401(k) or otherwise under the Savings Plan, and under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan).

2.05 "Beneficiary" shall mean any person or persons designated by a Participant to whom distribution of the Deferred Compensation credited to his Account shall be made in the event of his death prior to the full receipt thereof. A Participant may, prior to termination of his employment, designate one or more primary and contingent Beneficiaries to whom distribution of such Deferred Compensation shall be made in the event of his death prior to the full receipt thereof; provided, however, that in the event the Participant is married and no designation of Beneficiary is received by the Administrator prior to his death, such primary Beneficiary shall be deemed to be the Participant's surviving spouse. The Participant may elect to change or revoke his designated Beneficiary at any time; provided, however, that such new election or revocation shall not be effective unless in writing on forms provided by the Administrator and shall not in any event be effective unless and until filed with the Admini strator. If no designated or deemed Beneficiary survives the Participant or former Participant, or if an unmarried Participant or former Participant fails to designate a Beneficiary under the Plan, such Deferred Compensation shall be paid to his estate.

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

2.07 "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 twenty-five percent (25%) 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 (b) 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 of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
   
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 of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period 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 (1) the insolvency or bankruptcy of Entergy Corporation; or (2) 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 Participants under the Plan; or (3) 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.

2.08 "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.

2.09 "Claims Administrator" shall mean the Administrator or its designee responsible for administering claims for benefits under the Plan.

2.10 "Claims Appeal Administrator" shall mean the Administrator or its delegee responsible for administering appeals from the denial or partial denial of claims for benefits under the Plan.

2.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.12 "Covered Employment" shall mean that period during which a Participant is actively employed by an Employer and is eligible for participation hereunder under the terms and conditions set forth in the Plan.

2.13 "Deferred Compensation" shall mean the amount of deferred Base Salary, Incentive Compensation, Executive Plan Benefits, and EOP or EAP Deferrals credited to a Participant's Account, as valued at any given point in time based on the relative value of the respective Investment Funds that the Participant directs over time less administrative charges or costs, and that would be available for distribution assuming that all requirements and requisites for distribution under the Plan are satisfied.

2.14 "Designation Date" shall mean the date or dates as of which an initial or subsequent designation of deemed investment directions by a Participant takes effect pursuant to Section 4.09.

2.15 "EAIP" shall mean the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.16 "Employee" shall mean an employee of a System Company who is in the select group of management or highly compensated employees.

2.17 "Employer" shall mean the System Company with which the Participant is last employed on or before the Participant's termination from System employment.

2.18 "EOP" and "EAP" shall mean, respectively, the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries and the Entergy Corporation and Subsidiaries Equity Awards Plan, both as amended from time to time.

2.19 "EOP or EAP Deferrals" shall mean Performance Units, Restricted Share Units, or Equity Awards under the EOP or EAP for which a System Management Participant has made an effective Deferral Election in accordance with the terms and conditions of the EOP or EAP, as applicable, and with respect to which the System Management Participant makes a subsequent election to have such deferred Performance Units, Restricted Share Units, or other Equity Awards deferred under and deemed invested in one or more Investment Funds under this Plan in accordance with the terms and conditions set forth in Section 4.04 of this Plan. Notwithstanding any provision of this Plan to the contrary, Performance Units, Restricted Share Units, or other Equity Awards shall not be eligible "EOP or EAP Deferrals" unless specifically authorized by the Senior Vice-President, Human Resources and Administration. In addition, deferred gains from the exercise of stock options under the EOP or EAP shall not be "EOP or EAP Deferrals."

2.20 "Executive Plan Benefits" shall mean a lump sum benefit payable to a System Management Participant from one of the following Entergy Corporation sponsored non-qualified plans, in accordance with the terms and conditions of such plans: Pension Equalization Plan of Entergy Corporation and Subsidiaries, Post-Retirement Plan of Entergy Corporation and Subsidiaries, Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, System Executive Retirement Plan of Entergy Corporation and Subsidiaries, and Defined Contribution Restoration Plan of Entergy Corporation.

2.21 "Incentive Compensation" means: (a) the amount of any incentive award payable based on performance years commencing on or after January 1, 1997 that a Participant may become eligible to receive during a period of Covered Employment under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, (b) the amount of any additional types or forms of compensation (including, but not limited to, Restrictive Share Units under the EOP or EAP, any amount awarded under the Long Term Incentive Program of the EAP for performance periods ending on or after December 31, 2003, and signing bonuses) that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, and (c) any amount awarded und er the Long Term Incentive Program of the EOP for performance periods ending on or after December 31, 2003. The determination by the Administrator or by the Senior Vice-President, Human Resources and Administration as to the inclusion or exclusion of any compensation with respect to one or more Employees as "Incentive Compensation" under the terms of this Plan shall be final and binding on all parties.

2.22 "Investment Funds" shall mean, at the discretion of the Senior Vice-President, Human Resources and Administration, the several T. Rowe Price investment funds from time to time available under the Savings Plan (but excluding the Entergy Stock Fund), and/or any other investments that the Senior Vice-President, Human Resources and Administration may from time to time thereafter establish for purposes of this Plan after consideration of the costs associated with, and the flexibility granted by, such investments, which investments shall be used as a basis for determining the value of Deferred Compensation credited to a Participant's Account.

2.23 "Participant" shall mean any Employee who (a) is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals pursuant to Section 3.01 and (b) elects to do so. Any employee who is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals under this Plan and has Deferred Compensation allocated to his Account hereunder shall remain a Participant through the date on which all such sums are distributed pursuant to Section 4.11, 4.12, 4.13 or 4.14, as applicable. Such Employee's status as a Participant through the date of any such distribution does not convey any continued right to defer additional sums hereunder nor to make any further investment directions with respect to book-entry amounts held in his Account except in accordance with rules and procedures established by the Administrator.

2.24 "Personnel Committee" shall mean the Personnel Committee of the Board of Directors.

2.25 "Plan" shall mean this Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated generally effective February 13, 2003, and any amendments, supplements or modifications from time to time made hereto.

2.26 "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 of Directors 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).

2.27 "Savings Plan" shall mean the Savings Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.28 "System" shall mean Entergy Corporation and all other System Companies, and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 7.03 of this Plan.

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 as contemplated in Section 7.03 of this Plan.

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 is currently, or was immediately prior to the commencement of a Change in Control Period, at one of the System Management Levels set forth in Section 2.30. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 4.06(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 4.06.

2.32 "Valuation Date" shall mean the valuation date relating to the date on which the Participant is scheduled to have Deferred Compensation distributed to him in accordance with Section 4.11, 4.12, 4.13 or 4.14, files or makes a change in investment direction, or transfers from one System employer to another, as applicable to the particular circumstances requiring the valuation of the Deferred Compensation allocated to the Participant's Account. For purposes of periodic reporting and disclosure to Participants as to the relative value of their Account, the "Valuation Date" shall be the last business day immediately preceding the Participant's inquiry or such other date as the Administrator may determine and disclose in any such report or disclosure.

ARTICLE III

PARTICIPATION

3.01 Eligibility and Participation. Any Employee who is employed on a salaried basis in a bona fide executive, administrative, or professional capacity at a specified rate per annum, and who has been approved and remains eligible for participation in EAIP shall be eligible to participate in the Plan during his period of Covered Employment. Subject to the provisions of the Plan and without limiting the eligibility of those persons described herein, the Administrator shall from time to time designate as eligible hereunder such other Employees who, in the written opinion of the Administrator, have significant responsibility for the continued growth, development and financial success of Entergy Corporation and any of its affiliates. An Employee described above who elects to participate shall become a Participant in the Plan. A Participant may lose his eligibility to participate at any time by written determination of the Administrator, but shall retain his rights hereunder to the Deferred Compens ation credited to his Accounts through the date of any such removal. The Administrator shall have complete discretion to terminate the participation by any Participant who has made a willful and deliberate misrepresentation or false statement to the Administrator as a means for qualifying for, or obtaining, a distribution under the Plan.

3.02 Removal from Participation.

1. A Participant made eligible under the terms of Section 3.01 shall lose his eligibility to participate under the Plan on the later of the following events: (1) termination of System employment; or (2) distribution of all the Deferred Compensation credited to his Account under the Plan; (3) loss of eligibility to participate under the EAIP unless the Administrator, in its discretion, has designated such employee as an Employee who is eligible to participate pursuant to Section 3.01 above; or (4) written revocation of Participant status pursuant to Section 3.01 above based on a false or misleading statement or representation made by the Participant to the Administrator in the exercise of any and all rights, options or directions available to the Participant under the terms of the Plan. That is, by way of illustration and without limiting the breadth of the foregoing, if the Participant makes a willful and deliberate misrepresentation to the Administrator as a means for qualifying for, or obtaining, a Hards hip Distribution under Section 4.11, such Participant shall be subject to immediate loss of continued Participant status except to the extent of any Deferred Compensation previously allocated to his Account under the Plan. Further, any willful or deliberate misrepresentation made by a Participant shall subject the Participant to disciplinary actions, including discharge, by the Employer or the right of the Administrator to demand and recover from the Participant any amounts distributed to the Participant based on any such false or misleading statements or misrepresentations.
   
2. Further, if any Participant loses his eligibility for participation in the EAIP and has not otherwise been designated as an eligible Employee by the Administrator hereunder, such Participant shall remain a Participant solely as to the Deferred Compensation credited to his Account on the date on which his participation in the EAIP ceases, and such participation hereunder shall continue until the later of the occurrence of one of the events described in 3.02(a).

3.03 Continuation of Participation through Distribution. Notwithstanding anything stated in Section 3.02 to the contrary, a Participant shall remain a Participant through the date on which his Deferred Compensation is distributed to him, except that a Participant who has experienced any of the events or circumstances described in Section 3.02(a) shall not be permitted to make any further deferrals under the Plan after the date of such event. As to any undistributed Deferred Compensation credited to his Account prior to occurrence of an event or circumstance described in Section 3.02(a), such Participant may continue to make investment directions in accordance with Section 4.09, subject to the rules, regulations and procedures from time to time established by the Administrator.

ARTICLE IV

DEFERRAL ELECTIONS

4.01 Deferral of Base Salary.

(a) Subject to the applicable deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations and procedures as may be established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Base Salary (but not amounts in excess of his Available Base Salary). Such initial Base Salary deferral election must be made prior to the beginning of the first complete payroll period with respect to which such Base Salary is payable and in such form as the Administrator (or its delegate) may require. Any such election shall remain in effect with respect to future Base Salary amounts through the earlier of (1) the Participant's termination of employment or loss of Participant status under Section 3.02(a) above, whichever is earlier, or (2) the effective date for any election made by the Participant with respect to future Base Salary amounts subsequent to such initial election. Any such election shall be g iven prospective effect only and shall not adversely affect any Deferred Compensation deferred or credited to the Participant's Account based on any prior deferral election.

(b) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Base Salary.

4.02 Deferral of Incentive Compensation.

1. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Incentive Compensation. However, with respect to Incentive Compensation payable under the terms of the EAIP for performance years ending prior to January 1, 2004, a Participant could not initially defer under this Plan more than the amount of such Incentive Compensation attributable to the same performance year that was deferred by the Participant under the terms of the Equity Awards program of the EOP or EAP, as applicable.
2. Each initial deferral election shall be made in such form as the Administrator (or its delegate) may require and in accordance with the following provisions:
1. With respect to Incentive Compensation payable under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, an initial deferral election must be made prior to the beginning of performance year with respect to which such Incentive Compensation relates.
   
2. With respect to (i) amounts awarded under the Long Term Incentive Program ("LTIP") of the EOP for performance periods ending on or after December 31, 2003, or (ii) amounts awarded under the LTIP of the EAP for performance periods ending on or after December 31, 2003 that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the earliest date such award under the EOP or EAP may be delivered to the Participant, but in no event later than the date that precedes by six months the end of the applicable performance period.
   
3. With respect to Restricted Share Units awarded under the EOP or EAP that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the expiration of the Restricted Period for such award under the EOP or EAP, as applicable, but in no event later than the date that precedes by six months the expiration of the Restricted Period for such award under the EOP or EAP, as applicable.
   
4. With respect to all other Incentive Compensation that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made prior to the commencement of the first payroll period with respect to which such Incentive Compensation is earned and no later than end of the calendar year immediately preceding the earliest date such Incentive Compensation is otherwise scheduled for payment to the Participant, but in no event later than the date that precedes by six months the scheduled payment date of such Incentive Compensation.

Any such election shall apply only to Incentive Compensation payable with respect to a single performance period and shall not have any continuing deferral effect or application as to Incentive Compensation payable for any future performance periods. That is, a separate Incentive Compensation deferral election must be made with respect to the Incentive Compensation payable for each performance period.

(c) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Incentive Compensation.

4.03 Deferral of Executive Plan Benefits. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to convert the entire amount of his Executive Plan Benefits to an equivalent credited balance under this Plan. Any election to convert Executive Plan Benefits into this Plan must include the entire value of such Executive Plan Benefits. A System Management Participant may then elect to defer (in one- percent increments) under this Plan any percentage of his converted Executive Plan Benefits.

For purposes of this Plan, an initial Executive Plan Benefits conversion and deferral election must be made at least 6 months prior to: (a) 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"); (b) 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 (c) the earliest distribution date of Executive Plan Benefits following a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries) and in such form as the Administrator (or its delegate) may require.

4.04 Rebalancing of EOP or EAP Deferrals. System Management Participants shall not be eligible to rebalance EOP or EAP Deferrals, unless and until specifically authorized by the Senior Vice-President, Human Resources and Administration. Subject to the immediately preceding sentence, the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to further defer all or any whole percentage of his EOP or EAP Deferrals to an equivalent credited balance under this Plan.

For purposes of this Plan, an initial election to further defer EOP or EAP Deferrals to an equivalent credited balance under this Plan must be made in such form and at such time as the Administrator (or its delegate) may require. A System Management Participant's existing deferral election under the EOP or EAP, as applicable, shall continue to govern the timing of deferral of any EOP or EAP Deferral amount converted to an equivalent credited balance under this Plan. Any Successive Deferral Election (as defined below) with respect to an EOP or EAP Deferral amount deferred under this Plan shall be made in accordance with, and governed by, the remaining provisions of this Article IV.

4.05 Deferral Receipt Date for System Management Participants. Receipt of Deferred Compensation may be deferred to such date or dates as a System Management Participant shall specify in a 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 Compensation 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 Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral may be postponed beyond termination of employment, but in no event later than death.

4.06 Deferral Election Procedure for System Management Participants. Each deferral election shall be effective upon its execution and delivery to the Administrator (or its delegate), provided such delivery is made in accordance with the time or times specified in this Article IV. Once made, a deferral election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously Deferred Compensation (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 Administrator (or its delegate), provided always that:

1. 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 Administrator (or its delegate) of such election;
   
2. 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
   
3. No Successive Deferral Election may be made following the System Management Participant's termination of employment unless such 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.

4.07 Deferral Election Procedure for All Participants. With respect to all Participants, the Administrator 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 by a System Management Participant) and may condition such elections in any manner that such Administrator 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 by a System Management Participant) or to reject any such deferral election (including any Successive Deferral Election by a System Management Participant) as the Administrator 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 by a System Management Participant) is delayed pursuant to such authority, the Administrator shall notify the Participant of such delay and advise the Participant of the anticipated effective date of such election.

4.08 Accounts. The amount of any deferrals elected by the Participant pursuant to Sections 4.01, 4.02, 4.03 and 4.04 respectively, shall be credited to the Account established and maintained for such Participant. Such Account of the Participant shall be the record of cumulative Deferred Compensation attributable to his deferrals under the Plan, solely for accounting purposes and, as provided in Section 5.01, shall not require a segregation of any System Company assets.

4.09 Deemed Investment Direction of Participants. Subject to such limitations as may from time to time be required by law, imposed by the Administrator, or contained elsewhere in the Plan and subject to such operating rules and procedures as may be imposed from time to time by the Administrator, prior to and effective for each Designation Date, each Participant may communicate to the Administrator, or to any person to whom the Administrator has delegated such Administrative duties, a direction as to how his Account should be deemed to be invested among the Investment Funds as such are from time to time available under the Savings Plan. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant's Account that is requested to be deemed to be invested in the respective Investment Funds on a book-entry basis only and shall be subject to such rules and procedures for direction of investments under the Savings Plan, as modified by the Administrator with respect to the Plan. Unless and until the Employer elects, in its discretion, or is required to fund the obligations of the Employer reflected by the Deferred Compensation pursuant to Article V, no actual investments in the several Investment Funds shall be made hereunder, and the Participants shall have no right, claim or demand with respect to any such Investment Funds based on the deemed investment of Deferred Compensation.

4.10 Allocation of Deemed Earnings or Losses on Accounts. Pursuant to Section 4.09, each Participant shall have the right to direct the Administrator as to how the Deferred Compensation credited to his Account shall be deemed invested. The Administrator shall maintain records that track or replicate the performance of such deemed investments in the respective Investment Funds consistent with the Participant's directions. The Participant's account will be credited with the increase or decrease in the realizable net asset value of the designated deemed investments. As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value of each Investment Fund since the preceding Valuation Date shall be credited among the respective Participants' Accounts deemed to be invested in that Investment Fund in accordance with the ratio that the portion of the Deferred Compensation Fund bears to the aggregate of all amounts deemed to be invested within that same Investment Fund. For instance, if the net asset value per unit held in the Investment Fund increased by 2%, the Participant's Account shall be credited with 2% per unit deemed held by the Participant's Account in such Investment Fund pursuant to his investment directions.

4.11 Hardship Distributions. At any time a Participant may apply to the Administrator for a special distribution of all or any part of his Account 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 Participant and/or members of his immediate family;
2. to prevent the foreclosure or eviction from the Participant's primary residence;
3. funeral expenses for an immediate family member of the Participant; or
4. substantial casualty losses.

The Senior Vice-President, Human Resources and Administration, on behalf of the Administrator, shall consider the circumstances of each such case and the best interest of the Participant and his family and shall have the right, in his 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 Participant's employer shall make the appropriate distribution to the Participant from its general assets in respect of the Participant's Account and the Administrator shall accordingly reduce or adjust the amount of Deferred Compensation credited to the Participant's Account. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Account. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the Participant's app lication for the special distribution. If the amount of the requested distribution equals or exceeds the full value of the Deferred Compensation credited to the Participant's Account on such Valuation Date and a special distribution is subsequently made hereunder, the Account shall not thereafter be credited with further earnings or losses with respect to the distributed amounts pursuant to Section 4.10.

4.12 Accelerated Distribution to System Management Participant 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 System Management Participant of any part of System Management Participant's Deferred Compensation Account, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on such accelerated Deferred Compensation (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

4.13 Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a Participant, of one or more irrevocable deferral elections or Successive Deferral Elections (in the case of a System Management Participant), if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that such Participant's Deferred Compensation Account constitutes taxable income to the Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Compensation is scheduled to be distributed to the Participant, such Participant may require the immediate payment to the Participant of such amount of Participant's Deferred Compensation Account as is held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 4.13, the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if s uch claim is upheld by a court of final jurisdiction, or if the Employer, or the Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the 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.

4.14 Payment of Deferred Compensation.

1. System Management Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11, distributed in an accelerated distribution subject to penalty pursuant to Section 4.12, or distributed due to current taxation pursuant to Section 4.13, a System Management Participant who has Deferred Compensation credited to his Account shall be entitled to irrevocably elect at least six (6) months prior to his Deferral Receipt Date to receive such Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, either in (i) a single-sum cash distribution from the Employer as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date; or (ii) in substantially equal annual cash installments payable over a period not to exceed ten (10) years from the System Management Participant's Deferral Receipt Date, in which case those amounts not yet distributed to the System Management Participant shall continue to be deemed invested in accord ance with Section 4.09. In the event a System Management Participant elects the installment payment method set forth in (ii) above and thereafter dies prior to receiving his entire Deferred Compensation amount, such remaining unpaid Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, shall be paid in a single-sum cash distribution to the System Management Participant's Beneficiary as soon as reasonably practicable following the System Management Participant's date of death.

 (b) All Other Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11 or distributed due to current taxation pursuant to Section 4.13, a Participant who is not a System Management Participant and who has Deferred Compensation credited to his Account shall be entitled to receive a cash distribution from the Employer within thirty days of his retirement or termination of employment with Entergy and all of its affiliates, or as reasonably practicable thereafter, as the Administrator shall determine. Such distribution shall be an amount equal to the value of the Deferred Compensation credited to his Account as of the effective date of the Participant's retirement or termination from service, less any amounts withheld to satisfy federal and state income tax withholding obligations.

4.15 Acceleration Upon Death. Notwithstanding an irrevocable deferral election (including any Successive Deferral Election by a System Management Participant), if a Participant dies, all of a System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of Participant's Deferred Compensation Account as of the time of his death (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.

4.16 Non-Transferability. Deferred Compensation 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.

ARTICLE V

SOURCE OF PAYMENTS

5.01 Unfunded Plan. In the case of Deferred Compensation credited to a Participant's Account under the Plan, no actual units in the respective Investment Funds shall be purchased at the time of the deferrals, and Entergy, the Employer and the Plan, or any one of them, shall not be required to set aside a fund or assets for the payment of any such Deferred Compensation. It is a condition of the Plan, and the Participant expressly agrees, that neither he nor any other person or entity shall look to any other person or entity other than the Employer for the payment of benefits under the Plan. The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any such person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by the Employer or in which the Employer may have any right, title or interest now or in the future. However, the Participant or any such person or entity shall have the right to enforce his claim against the Employer in the same manner as any other unsecured creditor of the Employer.

5.02 Employer Liability. At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for the future benefit payments under the Plan. However, (a) a System Company employer shall be under no obligation to fund the benefits provided under this Plan; (b) the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and (c) such funds may be available for any purpose the System Company may choose. Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder provided, however, any and all rights that any such Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.  The Employer reserves the right, in its sole discretion, to establish and maintain a rabbi trust to hold assets that may be used to cover the Employer's costs of the Plan including, without limitation, a rabbi trust that provides for the actual investment of contributions in the respective Investment Funds, as available to the Employer, on the same basis as the deemed investment directions made by the Participant pursuant to Section 4.09.

5.03 Establishment of Trust. Notwithstanding any provisions of this Article V to the contrary, within thirty (30) days following a Change in Control, each Employer 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 Employer's contribution shall be in an amount equal to the total benefits credited to such Employer's Plan Participants (including a Participant's Beneficiary) under the Plan through the date of any such Change of Control. If one or more of an Employer's Participants shall continue to be employed by a System Company of Entergy after such a Change of Control, each calendar year the Employer 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 credited to the Employer's Plan account under the Trust that is equal to the total unpaid benefits of the Employer's Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section 5.03 to the contrary, an Employer may make contributions to the Trust prior to a Change of 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 Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Administrator shall operate and administer the Plan and, as such, shall have the authority as Administrator to exercise the powers and discretion conferred on it by the Plan, including the right to delegate any function to a specified person or persons. The Administrator shall discharge its duties for the exclusive benefit of the Participants and their Beneficiaries.

6.02 Powers of the Administrator. The Administrator and any of its delegees shall administer the Plan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and discretion to make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan. All findings, decisions, or determinations of any type made by the Administrator, including factual determinations and any interpretation or construction of the Plan, shall be final and binding on all parties and shall not be disturbed unless the Administrator's decisions are arbitrary and capricious. The Administrator shall be the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit. By way of example, the Administrator shall have the sole and exc lusive power and discretion:

1. to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan;
   
2. to interpret the Plan including, without limitation, the power to use Administrator's sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;
   
3. to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive under the Plan;
   
4. to require such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;
   
5. to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;
   
6. to compute the amount and determine the manner and timing of any benefits payable under the Plan;
   
7. to execute or deliver any instrument or make any payment on behalf of the Plan;
   
8. to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;
   
9. to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan;
   
10. to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure;
    
11. to grant or establish Accounts pursuant to Article IV, to determine restrictions related to Deferred Compensation and any credits to or distributions from such Accounts, to determine the employees to whom, and the time or times when, participation in the Plan shall be permitted hereunder, and to determine the amount of Deferred Compensation to be credited to such Accounts for Participants; and
    
12. to determine the terms and provisions of the Participant deferral elections (which need not be identical).

For any acts not specifically enumerated above, when applying, construing, or interpreting any and all Plan provisions and/or fact questions presented in claims for benefits, the Administrator shall have the same discretionary powers as enumerated above.

6.03 Reliance on Reports and Certificates. The Administrator may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, counsel or other person who may from time to time be employed or engaged for such purposes.

6.04 Claims Administration. The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 6.02, such delegees shall have all powers, authority, and discretion necessary or proper for such purpose. In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

6.05 Filing Benefit Claims. Any claim asserting entitlement to a benefit under the Plan must be asserted within ninety (90) days after the event giving rise to the claim by sending written notice of the claim to the Claims Administrator. The written notice of the claim must be accompanied by any and all documents, materials, or other evidence allegedly supporting the claim for benefits. If the claim is granted, the claimant will be so notified in writing by the Claims Administrator.

6.06 Denial or Partial Denial of Benefit Claims. If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the Claims Administrator has received the claim. In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial ninety (90) day period. The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

1. the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;
   
2. if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and
   
3. an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

6.07 Appeal of Claims That Are Denied or Partially Denied. The claimant may request review of the Claims Administrator's denial or partial denial of a claim for Plan benefits. Such request must be made in writing within 60 days after claimant has received notice of the Claims Administrator's decision and shall include with the written request for an appeal any and all documents, materials, or other evidence which claimant believes supports his or her claim for benefits. The written request for an appeal, together with all documents, materials, or other evidence which claimant believes supports his or her claim for benefits should be addressed to the Claims Administrator, who will be responsible for submitting the appeal for review to the Claims Appeal Administrator.

6.08 The Appeal Process. The Claims Administrator will submit the appeal to the Claims Appeal Administrator for review of the denial or partial denial of the claim. Within sixty (60) days after the receipt of claimant's appeal, claimant will be notified of the final decision of the Claims Appeal Administrator, unless, in the Claims Appeal Administrator's sole discretion, circumstances require an extension of this period for up to an additional sixty (60) days. If such an extension is required, the Claims Appeal Administrator shall notify claimant of this extension in writing before the expiration of the initial sixty-day period. During the appeal, the Claims Appeal Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. The final decision of the Claims Appeal Administrator shall set forth in writing the facts and Plan provisions u pon which the decision is based. All decisions of the Claims Appeal Administrator are final and binding on all employees, Participants, their Beneficiaries, or other claimants.

6.09 Judicial Proceedings for Benefits. No claimant may file suit in court to obtain benefits under the Plan without first completely exhausting all stages of this claims review process. In any event, no legal action seeking Plan benefits may be commenced or maintained against the Plan more than ninety (90) days after the Claims Appeal Administrator's decision on appeal.

6.10 Non-Uniform Determinations. The Administrator's determinations under the Plan, including, without limitation, determinations as to the Employees eligible to defer a portion of their Available Base Salary and/or Incentive Compensation, and the terms and provisions of such deferrals, need not be uniform and may be made by it selectively among Employees who receive or are eligible to participate in the Plan, whether or not such Employees are similarly situated.

ARTICLE VII

TERMINATION OR AMENDMENT OF THE PLAN

7.01 Termination and Amendment. Subject to Sections 1.02 and 7.02, the Plan may be suspended, terminated, modified or amended at any time whatsoever by the Board of Directors of Entergy Corporation or any other person or persons whom the Board of Directors may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the respective Employers. Any such action shall be evidenced by the minutes of the Board of Directors or a written certificate of amendment or termination executed by any person or persons so authorized by the Board of Directors. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue in effect with respect to Deferred Compensation allocated to the Participant's Account on or before the date of such termination.

7.02 Restrictions on Amendment or Termination. Any amendment or modification to, or the termination of, the Plan shall be subject to the following restrictions:

1. No amendment to, or termination of, the Plan following a Change in Control shall reduce the amount credited to a Participant's Account under this Plan through the date of any such amendment or termination.
   
2. No amendment, modification, suspension or termination of the Plan may reduce the amount of benefits or adversely affect the manner of payment of benefits of any Participant or Beneficiary then receiving benefits, unless such modification is agreed to in writing and signed by the affected Participant or Beneficiary and by the Plan Administrator, or by their legal representatives and successors; and
   
3. Unless agreed to in writing and signed by the affected Participant and by the Plan Administrator, no provision of this Plan may be modified, waived or discharged before the earlier of: (i) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (ii) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

7.03 Successors. A System employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of its business and/or assets to expressly assume and agree to perform this Plan in the same manner and to the same extent that the System employer would be required to perform it if no such succession had taken place. Any successor or surviving entity that assumes or otherwise adopts this Plan as contemplated in this Section 7.03 shall succeed to all the rights, powers and duties of the Employer and the Board of Directors hereunder, subject to the restrictions on amendment or termination of the Plan as set forth in Section 7.02.

ARTICLE VIII

MISCELLANEOUS

8.01 Tax Withholding. Subject to such terms and conditions as may be established by the Administrator, the Participant shall pay to have withheld by the Employer any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to the Deferred Compensation distributed under this Plan or, in lieu of such withholding, shall remit to the Employer such amount as so necessary to satisfy such applicable federal, state or local tax withholding requirements promptly upon notification of the amounts due. The Administrator may permit such amount to be paid by the Participant to be withheld from the value of the Participant's Account that otherwise would be distributed to such Participant upon the distribution of the Deferred Compensation allocated to the Participant's Account.

8.02 Deferral Elections. Each deferral election made pursuant to Article IV shall be subject to such restrictions, terms and conditions as the Administrator may require. Notwithstanding anything to the contrary contained in the Plan, no System Company is obligated to accept, permit or recognize any deferrals under the Plan made by any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such deferral in such form as the Administrator may determine from time to time.

8.03 Effect on Other Plans. Any increases or losses in the value of Deferred Compensation credited to the Participant's Account through the date of distribution shall not constitute earnings for purposes of any pension plan covering employees of any System Company except as otherwise expressly provided in any such pension plan.

8.04 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.

8.05 Captions. The captions of this Plan are not part of the provisions of the Plan and shall have no force and effect.

8.06 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.

8.07 No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment.

8.08 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Plan Administrator on the date it is personally delivered to the Plan Administrator or three business days after it its sent by registered mail, postage prepaid, and properly addressed to Entergy Services, Inc., Employee Benefits Department, Attention: Plan Administrator, Executive Deferred Compensation Plan, 639 Loyola Avenue, 14^th Floor, New Orleans, Louisiana 70113 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 his Employer.

8.09 Controlling Law. The administration of the Plan, and any Trust established thereunder, shall be governed by applicable federal law, including ERISA, and, to the extent federal law is inapplicable, 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.

IN WITNESS WHEREOF, the Personnel Committee has caused this Amendment and Restatement of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries to be executed by its duly authorized representative on this 10th day of June, 2003.

PERSONNEL COMMITTEE
through the undersigned duly authorized representative

                                                                                /s/ William E. Madison
                                                                                 WILLIAM E. MADISON
                                                                                 Senior Vice-President,
                                                                                 Human Resources and Administration

EX-31 13 a31a.htm

Exhibit 31(a)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 14 a31b.htm

Exhibit 31(b)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

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

Date: August 11, 2003

EX-31 15 a31c.htm

Exhibit 31(c)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 16 a31d.htm

Exhibit 31(d)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 17 a31e.htm

Exhibit 31(e)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: August 11, 2003

EX-31 18 a31f.htm

Exhibit 31(f)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 19 a31g.htm

Exhibit 31(g)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 20 a31h.htm

Exhibit 31(h)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 21 a31i.htm

Exhibit 31(i)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ 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: August 11, 2003

EX-32 22 a32a.htm

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: August 11, 2003

EX-32 23 a32b.htm

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,C. John Wilder, Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy Resources, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ C. John Wilder
C. John Wilder
Executive Vice President and Chief Financial Officer

Date: August 11, 2003

EX-32 24 a32c.htm

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 25 a32d.htm

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: August 11, 2003

EX-32 26 a32e.htm

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: August 11, 2003

EX-32 27 a32f.htm

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 28 a32g.htm

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 29 a32h.htm

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 30 a32i.htm

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,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 Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer

Date: August 11, 2003

EX-99 31 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest Charges $96,685 $97,023 $101,600 $109,523 $103,210 $95,536 Interest applicable to rentals 15,511 17,289 16,449 14,563 12,762 15,090 ----------------------------------------------------- Total fixed charges, as defined 112,196 114,312 118,049 124,086 115,972 110,626 Preferred dividends, as defined (a) 16,763 17,836 13,479 12,348 11,869 11,493 ----------------------------------------------------- Combined fixed charges and preferred dividends, as defined $128,959 $132,148 $131,528 $136,434 $127,841 $122,119 ===================================================== Earnings as defined: Net Income $110,951 $69,313 $137,047 $178,185 $135,643 $168,240 Add: Provision for income taxes: Total 71,374 54,012 100,512 105,933 71,404 87,873 Fixed charges as above 112,196 114,312 118,049 124,086 115,972 110,626 ----------------------------------------------------- Total earnings, as defined $294,521 $237,637 $355,608 $408,204 $323,019 $366,739 ===================================================== Ratio of earnings to fixed charges, as defined 2.63 2.08 3.01 3.29 2.79 3.32 ===================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.28 1.80 2.70 2.99 2.53 3.00 ===================================================== - ------------------------ (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 32 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest charges $178,220 $153,034 $158,949 $174,368 $144,840 $150,965 Interest applicable to rentals 16,927 16,451 18,307 18,520 16,483 15,773 ------------------------------------------------------ Total fixed charges, as defined 195,147 169,485 177,256 192,888 161,323 166,738 Preferred dividends, as defined (a) 32,031 29,355 15,742 13,017 6,190 3,787 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $227,178 $198,840 $192,998 $205,905 $167,513 $170,525 ====================================================== 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 $93,805 Add: Income Taxes 31,773 75,165 103,603 82,038 65,997 3,020 Fixed charges as above 195,147 169,485 177,256 192,888 161,323 166,738 ------------------------------------------------------ Total earnings, as defined (b) $273,313 $369,650 $461,202 $454,370 $401,398 $263,563 ====================================================== Ratio of earnings to fixed charges, as defined 1.40 2.18 2.60 2.36 2.49 1.58 ====================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.20 1.86 2.39 2.21 2.40 1.55 ====================================================== (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 33 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $122,890 $117,247 $111,743 $116,076 $100,667 $94,899 Interest applicable to rentals 9,564 9,221 6,458 7,951 6,496 6,419 ------------------------------------------------------- Total fixed charges, as defined 132,454 126,468 118,201 124,027 107,163 $101,318 Preferred dividends, as defined (a) 20,925 16,006 16,102 12,374 10,647 $10,698 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $153,379 $142,474 $134,303 $136,401 $117,810 $112,016 ======================================================= Earnings as defined: Net Income $179,487 $191,770 $162,679 $132,550 $144,709 $128,889 Add: Provision for income taxes: Total Taxes 109,104 122,368 112,645 86,287 84,765 76,284 Fixed charges as above 132,454 126,468 118,201 124,027 107,163 101,318 ------------------------------------------------------- Total earnings, as defined $421,045 $440,606 $393,525 $342,864 $336,637 $306,491 ======================================================= Ratio of earnings to fixed charges, as defined 3.18 3.48 3.33 2.76 3.14 3.03 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.75 3.09 2.93 2.51 2.86 2.74 ======================================================= - ------------------------ (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 34 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $40,927 $38,840 $44,877 $50,991 $45,464 $46,486 Interest applicable to rentals 1,864 2,261 1,596 1,849 1,916 1,903 ------------------------------------------------------- Total fixed charges, as defined 42,791 41,101 46,473 52,840 47,380 $48,389 Preferred dividends, as defined (a) 4,878 4,878 5,347 4,674 4,490 4,491 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $47,669 $45,979 $51,820 $57,514 $51,870 $52,880 ======================================================= Earnings as defined: Net Income $62,638 $41,588 $38,973 $39,620 $52,408 $68,493 Add: Provision for income taxes: Total income taxes 28,031 17,537 22,868 20,464 17,846 26,719 Fixed charges as above 42,791 41,101 46,473 52,840 47,380 48,389 -------------------------------------------------------- Total earnings, as defined $133,460 $100,226 $108,314 $112,924 $117,634 $143,601 ======================================================== Ratio of earnings to fixed charges, as defined 3.12 2.44 2.33 2.14 2.48 2.97 ======================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.80 2.18 2.09 1.96 2.27 2.72 ======================================================== - ------------------------ (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 35 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $14,792 $14,680 $15,891 $19,661 $27,950 $23,422 Interest applicable to rentals 1,045 1,281 1,008 977 1,043 1,009 ---------------------------------------------------- Total fixed charges, as defined 15,837 15,961 16,899 20,638 28,993 24,431 Preferred dividends, as defined (a) 1,566 1,566 1,643 2,898 2,736 3,463 ---------------------------------------------------- Combined fixed charges and preferred dividends, as defined $17,403 $17,527 $18,542 $23,536 $31,729 $27,894 ==================================================== Earnings as defined: Net Income $16,137 $18,961 $16,518 ($2,195) ($230) 5,764 Add: Provision for income taxes: Total 10,042 13,030 11,597 (4,396) (422) 2,911 Fixed charges as above 15,837 15,961 16,899 20,638 28,993 24,431 ---------------------------------------------------- Total earnings, as defined $42,016 $47,952 $45,014 $14,047 $28,341 $33,106 ==================================================== Ratio of earnings to fixed charges, as defined 2.65 3.00 2.66 0.68 0.98 1.36 ==================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.41 2.74 2.43 0.60 0.89 1.19 ==================================================== - ------------------------ (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 36 a99f.txt

Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $116,060 $147,982 $118,519 $138,018 $76,639 $74,669 Interest applicable to rentals 5,189 3,871 5,753 4,458 3,250 3,100 --------------------------------------------------------- Total fixed charges, as defined $121,249 $151,853 $124,272 $142,476 $79,889 $77,769 ========================================================= Earnings as defined: Net Income $106,476 $82,375 $93,745 $116,355 $103,352 97,930 Add: Provision for income taxes: Total 77,263 53,851 81,263 43,761 76,177 75,432 Fixed charges as above 121,249 151,853 124,272 142,476 79,889 77,769 --------------------------------------------------------- Total earnings, as defined $304,988 $288,079 $299,280 $302,592 $259,418 $251,131 ========================================================= Ratio of earnings to fixed 2.52 1.90 2.41 2.12 3.25 3.23 charges, as defined =========================================================

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EX-4

Exhibit 4(h)

ENTERGY ARKANSAS, INC.

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

(successor to Guaranty Trust Company of New York)

AND

STANLEY BURG

(successor to Henry A. Theis)

AND

(as to property, real or personal, situated or being in Missouri)

BNY TRUST COMPANY OF MISSOURI

(successor to Marvin A. Mueller)

As Trustees under Entergy Arkansas, Inc.'s Mortgage and Deed of Trust,
Dated as of October 1, 1944

___________________________

SIXTY-FIRST SUPPLEMENTAL INDENTURE

Providing among other things for
First Mortgage Bonds, 5% Series due July 1, 2018 (Sixty-eighth Series)

__________________________

Dated as of June 15, 2003

SIXTY-FIRST SUPPLEMENTAL INDENTURE

INDENTURE, dated as of June 15, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005  (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Tr ustee and the Missouri Co-Trustee being hereinafter together sometimes called the "Trustees"), as Trustees under the Mortgage and Deed of Trust, dated as of October 1, 1944 (hereinafter sometimes called the "Mortgage"), which Mortgage was executed and delivered by the Company to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, reference to which Mortgage is hereby made, this indenture (hereinafter called the "Sixty-first Supplemental Indenture") being supplemental thereto.

WHEREAS, the Mortgage was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of July 7, 1949, was executed by the Company appointing Herbert E. Twyeffort as Co-Trustee in succession to Henry A. Theis (resigned) under the Mortgage, and by Herbert E. Twyeffort accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, an instrument, dated as of March 1, 1960, was executed by the Company appointing Grainger S. Greene as Co-Trustee in succession to Herbert E. Twyeffort (resigned) under the Mortgage, and by Grainger S. Greene accepting said appointment, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Twenty-first Supplemental Indenture mentioned below, the Company, among other things, appointed John W. Flaherty as Co-Trustee in succession to Grainger S. Greene (resigned) under the Mortgage, and John W. Flaherty accepted said appointment; and

WHEREAS, by the Thirty-third Supplemental Indenture mentioned below, the Company, among other things, appointed Marvin A. Mueller as Missouri Co-Trustee under the Mortgage, and Marvin A. Mueller accepted said appointment; and

WHEREAS, by the Thirty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed The Boatmen's National Bank of St. Louis as Missouri Co-Trustee in succession to Marvin A. Mueller (resigned) under the Mortgage, and The Boatmen's National Bank of St. Louis accepted said appointment; and

WHEREAS, an instrument, dated as of September 1, 1994, was executed by the Company appointing Bankers Trust Company as Trustee, and Stanley Burg as Co-Trustee, in succession to Morgan Guaranty Trust Company of New York (resigned) and John W. Flaherty (resigned), respectively, under the Mortgage and Bankers Trust Company and Stanley Burg accepted said appointments, and said instrument was appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming; and

WHEREAS, by the Fifty-fifth Supplemental Indenture mentioned below, the Company, among other things, appointed Peter D. Van Cleve as Missouri Co-Trustee in succession to The Boatmen's National Bank of St. Louis (resigned) under the Mortgage, and Peter D. Van Cleve accepted said appointment; and

WHEREAS, by an instrument, dated as of May 31, 2000, the Company appointed BNY Trust Company of Missouri as Missouri Co-Trustee in succession to Peter D. Van Cleve (resigned) under the Mortgage, and BNY Trust Company of Missouri accepted said appointment, and said instrument was appropriately filed or recorded in various official records in the State of Missouri; and

WHEREAS, by an instrument, dated as of April 15, 2002, filed with the Banking Department of the State of New York, Bankers Trust Company, Trustee, effected a corporate name change pursuant to which, effective such date, it is known as Deutsche Bank Trust Company Americas; and

WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the lien of the Mortgage any property thereafter acquired and intended to be subject to the lien thereof; and

WHEREAS, the Company executed and delivered to the Trustees the following supplemental indentures:

Designation	Dated as of
First Supplemental Indenture	July 1, 1947
Second Supplemental Indenture ;	August 1, 1948
Third Supplemental Indenture	October 1, 1949
Fourth Supplemental Indenture ;	June 1, 1950
Fifth Supplemental Indenture	October 1, 1951
Sixth Supplemental Indenture	September 1, 1952
Seventh Supplemental Indenture &# 9;	June 1, 1953
Eighth Supplemental Indenture ;	August 1, 1954
Ninth Supplemental Indenture	April 1, 1955
Tenth Supplemental Indenture	December 1, 1959
Eleventh Supplemental Indenture & #9;	May 1, 1961
Twelfth Supplemental Indenture &# 9;	February 1, 1963
Thirteenth Supplemental Indenture ;	April 1, 1965
Fourteenth Supplemental Indenture ;	March 1, 1966
Fifteenth Supplemental Indenture	March 1, 1967
Sixteenth Supplemental Indenture	April 1, 1968
Seventeenth Supplemental Indenture &# 9;	June 1, 1968
Eighteenth Supplemental Indenture ;	December 1, 1969
Nineteenth Supplemental Indenture ;	August 1, 1970
Twentieth Supplemental Indenture	March 1, 1971
Twenty-first Supplemental Indenture & #9;	August 1, 1971
Twenty-second Supplemental Indenture	April 1, 1972
Twenty-third Supplemental Indenture & #9;	December 1, 1972
Twenty-fourth Supplemental Indenture	June 1, 1973
Twenty-fifth Supplemental Indenture & #9;	December 1, 1973
Twenty-sixth Supplemental Indenture & #9;	June 1, 1974
Twenty-seventh Supplemental Indenture ;	November 1, 1974
Twenty-eighth Supplemental Indenture	July 1, 1975
Twenty-ninth Supplemental Indenture & #9;	December 1, 1977
Thirtieth Supplemental Indenture	July 1, 1978
Thirty-first Supplemental Indenture & #9;	February 1, 1979
Thirty-second Supplemental Indenture	December 1, 1980
Thirty-third Supplemental Indenture & #9;	January 1, 1981
Thirty-fourth Supplemental Indenture	August 1, 1981
Thirty-fifth Supplemental Indenture & #9;	February 1, 1982
Thirty-sixth Supplemental Indenture & #9;	December 1, 1982
Thirty-seventh Supplemental Indenture ;	February 1, 1983
Thirty-eighth Supplemental Indenture	December 1, 1984
Thirty-ninth Supplemental Indenture & #9;	December 1, 1985
Fortieth Supplemental Indenture & #9;	July 1, 1986
Forty-first Supplemental Indenture &# 9;	July 1, 1989
Forty-second Supplemental Indenture & #9;	February 1, 1990
Forty-third Supplemental Indenture &# 9;	October 1, 1990
Forty-fourth Supplemental Indenture & #9;	November 1, 1990
Forty-fifth Supplemental Indenture &# 9;	January 1, 1991
Forty-sixth Supplemental Indenture &# 9;	August 1, 1992
Forty-seventh Supplemental Indenture	November 1, 1992
Forty-eighth Supplemental Indenture & #9;	June 15, 1993
Forty-ninth Supplemental Indenture &# 9;	August 1, 1993
Fiftieth Supplemental Indenture & #9;	October 1, 1993
Fifty-first Supplemental Indenture &# 9;	October 1, 1993
Fifty-second Supplemental Indenture & #9;	June 15, 1994
Fifty-third Supplemental Indenture &# 9;	March 1, 1996
Fifty-fourth Supplemental Indenture & #9;	March 1, 1997
Fifty-fifth Supplemental Indenture &# 9;	March 1, 2000
Fifty-sixth Supplemental Indenture &# 9;	July 1, 2001
Fifty-seventh Supplemental Indenture	March 1, 2002
Fifty-eighth Supplemental Indenture & #9;	November 1, 2002
Fifty-ninth Supplemental Indenture &# 9;	May 1, 2003
Sixtieth Supplemental Indenture & #9;	June 1, 2003

which supplemental indentures were appropriately filed or recorded in various official records in the States of Arkansas, Missouri, Tennessee and Wyoming, as applicable; and

WHEREAS, in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, the following series of First Mortgage Bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
3 1/8% Series due 1974 &# 9;	$30,000,000	None
2 7/8% Series due 1977 &# 9;	11,000,000	None
3 1/8% Series due 1978 &# 9;	7,500,000	None
2 7/8% Series due 1979 &# 9;	8,700,000	None
2 7/8% Series due 1980 &# 9;	6,000,000	None
3 5/8% Series due 1981 &# 9;	8,000,000	None
3 1/2% Series due 1982 &# 9;	15,000,000	None
4 1/4% Series due 1983 &# 9;	18,000,000	None
3 1/4% Series due 1984 &# 9;	7,500,000	None
3 3/8% Series due 1985 &# 9;	18,000,000	None
5 5/8% Series due 1989 &# 9;	15,000,000	None
4 7/8% Series due 1991 &# 9;	12,000,000	None
4 3/8% Series due 1993 &# 9;	15,000,000	None
4 5/8% Series due 1995 &# 9;	25,000,000	None
5 3/4% Series due 1996 &# 9;	25,000,000	None
5 7/8% Series due 1997 &# 9;	30,000,000	None
7 3/8% Series due 1998 &# 9;	15,000,000	None
9 1/4% Series due 1999 &# 9;	25,000,000	None
9 5/8% Series due 2000 &# 9;	25,000,000	None
7 5/8% Series due 2001 &# 9;	30,000,000	None
8 % Series due August 1, 2001 ;	30,000,000	None
7 3/4% Series due 2002 &# 9;	35,000,000	None
7 1/2% Series due December 1, 2002 &# 9;	15,000,000	None
8 % Series due 2003 & #9;	40,000,000	None
8 1/8% Series due December 1, 2003 &# 9;	40,000,000	None
10 1/2% Series due 2004 & #9;	40,000,000	None
9 1/4% Series due November 1, 1981 &# 9;	60,000,000	None
10 1/8% Series due July 1, 2005 & #9;	40,000,000	None
9 1/8% Series due December 1, 2007 &# 9;	75,000,000	None
9 7/8% Series due July 1, 2008 &# 9;	75,000,000	None
10 1/4% Series due February 1, 2009 & #9;	60,000,000	None
16 1/8% Series due December 1, 1986 & #9;	70,000,000	None
4 1/2% Series due September 1, 1983 & #9;	$1,202,000	None
5 1/2% Series due January 1, 1988 ;	598,310	None
5 5/8% Series due May 1, 1990 ;	1,400,000	None
6 1/4% Series due December 1, 1996 &# 9;	3,560,000	None
9 3/4% Series due September 1, 2000 & #9;	4,600,000	None
8 3/4% Series due March 1, 1998 & #9;	9,800,000	None
17 3/8% Series due August 1, 1988 ;	75,000,000	None
16 1/2% Series due February 1, 1991 & #9;	80,000,000	None
13 3/8% Series due December 1, 2012 & #9;	75,000,000	None
13 1/4% Series due February 1, 2013 & #9;	25,000,000	None
14 1/8% Series due December 1, 2014 & #9;	100,000,000	None
Pollution Control Series A &# 9;	128,800,000	None
10 1/4% Series due July 1, 2016 & #9;	50,000,000	None
9 3/4% Series due July 1, 2019 &# 9;	75,000,000	None
10% Series due February 1, 2020 & #9;	150,000,000	None
10 3/8% Series due October 1, 2020 &# 9;	175,000,000	None
Solid Waste Disposal Series A ;	21,066,667	None
Solid Waste Disposal Series B ;	28,440,000	None
7 1/2% Series due August 1, 2007	100,000,000	100,000,000
7.90% Series due November 1, 2002 ;	25,000,000	None
8.70% Series due November 1, 2022 ;	25,000,000	None
Pollution Control Series B &# 9;	46,875,000	46,875,000
6.65% Series due August 1, 2005 & #9;	115,000,000	115,000,000
6 % Series due October 1, 2003 &# 9;	155,000,000	155,000,000
7 % Series due October 1, 2023 &# 9;	175,000,000	175,000,000
Pollution Control Series C &# 9;	20,319,000	20,319,000
Pollution Control Series D &# 9;	9,586,400	9,586,400
8 3/4% Series due March 1, 2026 & #9;	85,000,000	None
7% Series due March 1, 2002 & #9;	85,000,000	None
7.72 % Series due March 1, 2003 & #9;	100,000,000	None
6 1/8 % Series due July 1, 2005 & #9;	100,000,000	100,000,000
6.70% Series due April 1, 2032 &# 9;	100,000,000	100,000,000
6.00% Series due November 1, 2032 ;	100,000,000	100,000,000
5.40% Series due May 1, 2018	150,000,000	150,000,000
5.90% Series due June 1, 2033 ;	100,000,000	100,000,000

which bonds are also hereinafter sometimes called bonds of the First through Sixty-seventh Series, respectively; and

WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and

WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or the Company may cure any ambiguity contained therein or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the lien of the Mortgage shall be situated; and

WHEREAS, the Company now desires to create a new series of bonds, hereinafter referred to as bonds of the Sixty-eighth Series, which term shall include the Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series (each as defined herein), unless the context otherwise requires, and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented; and

WHEREAS, the execution and delivery by the Company of this Sixty-first Supplemental Indenture, and the terms of the bonds of the Sixty-eighth Series, have been duly authorized by the Board of Directors of the Company by appropriate Resolutions of said Board of Directors.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustees and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modifications made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, hypothecates, affects, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri) and Stanley Bur g (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) to Deutsche Bank Trust Company Americas, as Trustees under the Mortgage, and to their successor or successors in said trust, and to them and their successors and assigns forever, all property, real, personal or mixed, of any kind or nature acquired by the Company after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general descriptio n contained in this Sixty-first Supplemental Indenture) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all street and interurban railway and transportation lines and systems, terminal systems and facilities; all bridges, culverts, tracks, railways, sidings, spurs, wyes, roadbeds, trestles and viaducts; all overground and underground trolleys and feeder wires; all telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof, all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supp lemented, expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 87 of the Mortgage, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage and as fully embraced within the lien hereof and the lien of the Mortgage, as heretofore supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby.

PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder and are hereby expressly excepted from the lien and operation of this Sixty-first Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business or for the purpose of repairing or replacing (in whole or in part) any street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles or other vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the operation of any properties of the C ompany; street cars, rolling stock, trolley coaches, motor coaches, buses, automobiles and other vehicles and all aircraft; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage, as heretofore supplemented, or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) the Company's franchise to be a corporation; (7) the properties heretofore sold or in the process of being sold by the Company and heretofore released from the Mortgage and Deed of Trust dated as of October 1, 1926 from Arkansas Power & Light Company to Guaranty Trust Company of New York, trustee, and specifically described in a release instrument executed by Guaranty Trust Company of New York, as trustee, dated October 13, 1938, which release has heretofore been delivered by the said trustee to the Company and recorded by the Company in the office of the Recorder for Garland County, Arkansas, in Record Book 227, Page 1, all of said properties being located in Garland County, Arkansas; and (8) any property heretofore released pursuant to any provisions of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the lien and operation of the Mortgage, as heretofore supplemented, and this Sixty-first Supplemental Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that any or all of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto BNY Trust Company of Missouri (as to property, real or personal, situated or being in Missouri), and unto Stanley Burg (but, as to property, real or personal, situated or being in Missouri, only to the extent of his legal capacity to hold the same for the purposes hereof) and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Sixty-first Supplemental Indenture being supplemental to the Mortgage.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of the Company and Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors in the trust in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustees, by the Mortgage as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows:

ARTICLE 1

SIXTY-EIGHTH SERIES OF BONDS

    SECTIION 1.  There shall be a series of bonds designated "5% Series due July 1, 2018" (herein sometimes called the "Sixty-eighth Series"), each of which shall also bear the descriptive title "First Mortgage Bond", and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Sixty-eighth Series (which shall be initially issued in the aggregate principal amount of $115,000,000) shall mature on July 1, 2018, shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof), shall bear interest at the rate of 5% per annum, the first interest payment to be made on January 1, 2004, for the period from June 25, 2003 t o January 1, 2004 with subsequent interest payments payable semi-annually on January 1 and July 1 of each year (each an "Interest Payment Date"), shall be dated as in Section 10 of the Mortgage provided, and the principal of and interest on each said bond shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Interest on the bonds of the Sixty-eighth Series will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date, redemption date or maturity of any bond of the Sixty-eighth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding Interest Payment Date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, redemption date or maturity, as the case may be, to such Business Day. "Business Day" means any day, other than a Saturday or a Sunday, or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the corporate trust office of the Corporate Trustee is closed for business.

So long as all of the bonds of the Sixty-eighth Series are held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest on the bonds of the Sixty-eighth Series shall be the Business Day immediately preceding the corresponding Interest Payment Date; provided, however, that the record date for the payment of interest which is paid after such Interest Payment Date, shall be the Business Day immediately preceding the date on which such interest is paid. Interest on the bonds of the Sixty-eighth Series shall be paid to the Person in whose name such bonds of the Sixty-eighth Series are registered at the close of business on the record date for the corresponding Interest Payment Date.

(I) The Company has entered into a Registration Rights Agreement dated as of June 25, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Sixty-eighth Series pursuant to which the Bonds of the Sixty-eighth Series that are issued and sold without registration (the "Private Bonds of the Sixty-eighth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Sixty-eighth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Sixty-eighth Series (the "Exchange Bonds of the Sixty-eighth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Sixty-eighth Series. The Private Bonds of the Sixty-eighth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Sixty-eighth Series will be exchanged for Exchange Bonds of the Sixty-eighth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Mortgage. The Private Bonds of the Sixty-eighth Series and the Exchange Bonds of the Sixty-eighth Series will constitute a single series of bonds under the Mortgage. Exchange Bonds of the Sixty-eighth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Sixty-eighth Series surrendered in exchange therefor.

(II) Form of Bonds of the Sixty-eighth Series.The Bonds of the Sixty-eighth Series, and the Corporate Trustee's authentication certificate to be executed on the Bonds of the Sixty-eighth Series, shall be in substantially the following forms, respectively:

[FORM OF FACE OF BOND OF THE SIXTY-EIGHTH SERIES]

[depository legend]

Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[non-registration legend to be included on Private Bonds of the Sixty-eighth Series]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQU IRE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[registration rights legend to be included on Private Bonds of the Sixty-eighth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JUNE 25, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

(TEMPORARY REGISTERED BOND)

No. TR-__
$115,000,000                                                                                                                                 CUSIP 29364DAG5

ENTERGY ARKANSAS, INC.
FIRST MORTGAGE BOND, 5% SERIES
DUE JULY 1, 2018

ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas (hereinafter called the Company), for value received, hereby promises to pay to CEDE & CO. or registered assigns, on July 1, 2018 at the office or agency of the Company in the Borough of Manhattan, The City of New York,

ONE HUNDRED FIFTEEN MILLION DOLLARS

in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay to the registered owner hereof interest thereon from June 25, 2003, if the date of this bond is prior to January 1, 2004, or if the date of this bond is on or after January 1, 2004, from the January 1 or July 1 next preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of 5% per annum in like coin or currency at said office or agency on January 1 and July 1 of each year, commencing January 1, 2004, until the principal of this bond shall have become due and payable, and to pay interest on any overdue principal and (to the extent that payment of such interest is enforceable under the applicable law) on any overdue installment of interest at the rate of 6% per annum. [If the Company does not comply with certain o f its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* So long as this bond is held by The Depository Trust Company or its nominee, or a successor thereof, the record date for the payment of interest hereon shall be the Business Day (as defined in the Sixty-first Supplemental Indenture referred to below) immediately preceding the date on which interest is due; provided, however, that the record date for the payment of interest which is paid after the date on which such interest is due, shall be the Business Day immediately preceding the date on which such interest is paid. Interest hereon shall be paid to the Person in whose name this bond is registered at the close of business on the record date for the payment of such interest. If any interest payment date for this bond falls on a day that is not a Business Day, the payment of interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such interest payment date. If the maturity date or any redemption date of this bond falls on a day that is not a Business Day, the payment of principal and interest (to the extent payable with respect to the principal being redeemed if on a redemption date) will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date or such redemption date.

_______________________
*Include bracketed language only in a rivate Bond of the Sixty-eighth Series.

This bond is a temporary bond and is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage Bonds, 5% Series due July 1, 2018, all bonds of all series issued and to be issued under and equally secured (except insofar as any sinking or other fund, established in accordance with the provisions of the Mortgage hereinafter mentioned, may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, including the Sixty-first Supplemental Indenture dated as of June 15, 2003, called the Mortgage), dated as of October 1, 1944, executed by the Company to Guaranty Trust Company of New York (Deutsche Bank Trust Company Americas, successor) and Henry A. Theis (Stanley Burg, successor) and, as to property, real or personal, situated or being in Missouri, Marvin A. Mueller (BNY Trust Company of Missouri, successor), as Trustees. Reference is made to the Mortgage for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds and of the Trustees in respect thereof, the duties and immunities of the Trustees and the terms and conditions upon which the bonds are and are to be secured and the circumstances under which additional bonds may be issued. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then outstanding as are specified in the Mortgage.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a default as in the Mortgage provided.

In the manner prescribed in the Mortgage, this bond is transferable by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and cancellation of this bond, together with a written instrument of transfer duly executed by the registered owner or by his duly authorized attorney, and thereupon a new fully registered temporary or definitive bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes and neither the Company nor the Trustees shall be affected by any notice to the contrary.

In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

In the manner prescribed in the Mortgage, this temporary bond is exchangeable at the office or agency of the Company in the Borough of Manhattan, The City of New York, without charge, for a definitive bond or bonds of the same series of a like aggregate principal amount when such definitive bonds are prepared and ready for delivery.

As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a period of ten days next preceding any interest payment date for bonds of said series, or next preceding any designation of bonds of said series to be redeemed, and the Company shall not be required to make transfers or exchanges of any bonds designated in whole or in part for redemption.

The bonds of this series are subject to redemption as provided in the Sixty-first Supplemental Indenture.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall be construed in accordance with and governed by the laws of the State of New York.

This bond shall not become obligatory until Deutsche Bank Trust Company Americas, the Corporate Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused this bond to be signed in its corporate name by its President or one of its Vice Presidents by his signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his signature or a facsimile thereof, on June 25, 2003.

                                                                                                                ENTERGY ARKANSAS, INC.

                                                                                                                By_____________________________
                                                                                                                    Nathan E. Langston
                                                                                                                    Senior Vice President and
                                                                                                                    Chief Accounting Officer

Attest:

___________________________
Christopher T. Screen
Assistant Secretary

CORPORATE TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned Mortgage.

                                                                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                                                                        as Corporate Trustee

                                                                                        By _____________________________
                                                                                                    Authorized Officer

(III) The bonds of the Sixty-eighth Series shall be redeemable at the option of the Company, in whole or in part, on not less than 30 days nor more than 60 days notice prior to the date fixed for redemption, (a) at any time prior to July 1, 2008, at a redemption price equal to the greater of (i) 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of (x) the present value of the payment on July 1, 2008 of the principal amount of such bonds of the Sixty-eighth Series to be redeemed plus (y) the sum of the present values of the remaining scheduled payments of interest on such bonds of the Sixty-eighth Series to be redeemed to July 1, 2008 (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 0.25%, and (b) at any time on or after July 1, 2008, prior to maturity of the bonds of the Sixty-eighth Series, at a redemption price equal to 100% of the principal amount of such bonds of the Sixty-eighth Series to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.

As used herein, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 July 1, 2018, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to July 1, 2008 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 July 1, 2008.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) Wachovia Securities, LLC and its successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

(IV) At the option of the registered owner, any bonds of the Sixty-eighth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Sixty-eighth Series shall be transferable, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York.

Upon any exchange or transfer of bonds of the Sixty-eighth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of said Series.

Upon the delivery of this Sixty-first Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as heretofore supplemented, there shall be an initial issue of bonds of the Sixty-eighth Series for the aggregate principal amount of $115,000,000.

ARTICLE II

DIVIDEND COVENANT

    SECTION 2.  The Company covenants that, so long as any of the bonds of the Sixty-eighth Series are Outstanding, it will not declare any dividends on its Common Stock (other than (a) a dividend payable solely in shares of its Common Stock, or (b) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its Common Stock) or make any distribution on outstanding shares of its Common Stock or purchase or otherwise acquire for value any outstanding shares of its Common Stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its Common Stock) if, after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to May 31, 2003 (other than any dividend declared by the Company on or before May 31, 2003) exceeds (without giving effect to (i) any of such dividends, distributions, purchases or acquisitions, or (ii) any net transfers from retained earnings to stated capital accounts) the sum of (a) the aggregate amount credited subsequent to May 31, 2003 to retained earnings, (b) $350,000,000 and (c) such additional amount as shall be authorized or approved, upon application by the Company, by the Securities and Exchange Commission, or by any successor commission thereto, under the Public Utility Holding Company Act of 1935.

For the purposes of this Section 2 the aggregate amount credited subsequent to May 31, 2003 to retained earnings shall be determined in accordance with generally accepted accounting principles and practices after making provision for dividends upon any preferred stock of the Company, accumulated subsequent to such date, but in such determination there shall not be considered charges to retained earnings applicable to the period prior to May 31, 2003, including, but not limited to, charges to retained earnings for write-offs or write-downs of book values of assets owned by the Company on May 31, 2003.

ARTICLE III

MISCELLANEOUS PROVISIONS

    SECTION 3.  The holders of the bonds of the Sixty-eighth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the bonds of the Sixty-eighth Series entitled to consent to any amendment or supplement to the Mortgage or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.     SECTION 4.  Subject to the amendments provided for in this Sixty-first Supplemental Indenture, the terms defined in the Mortgage and the First through Sixtieth Supplemental Indentures shall, for all purposes of this Sixty-first Supplemental Indenture, have the meanings specified in the Mortgage and the First through Sixtieth Supplemental Indentures.     SECTION 5.  The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Mortgage and in the First through Sixtieth Supplemental Indentures set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixty-first Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Sixty-first Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Sixty-first Supplemental Indenture.

    SECTION 6.  Whenever in this Sixty-first Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustees, or any of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.     SECTION 7.  Nothing in this Sixty-first Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Sixty-first Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises or agreements in this Sixty-first Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons Outstanding under the Mortgage.     SECTION 8.  This Sixty-first Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.     SECTION 9.  This Sixty-first Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, ENTERGY ARKANSAS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf, and DEUTSCHE BANK TRUST COMPANY AMERICAS has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by, one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Associates for and in its behalf, and STANLEY BURG has hereunto set his hand and affixed his seal, and BNY TRUST COMPANY OF MISSOURI has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Secretaries or one of its Assistant Treasurers or one of its Assistant Vic e Presidents for and in its behalf, as of the day and year first above written.

ENTERGY ARKANSAS, INC.

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

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY ARKANSAS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

DEUTSCHE BANK TRUST COMPANY AMERICAS,
As Corporate Trustee

By: /s/ Wanda Camacho
     Wanda Camacho
      Vice President

Attest:

/s/ Yana Kalachikova
Yana Kalachikova, Associate

                                                                                                                            STANLEY BURG,
                                                                                                                            As Co-Trustee

                                                                                                                            /s/ Stanley Burg [L.S.]

Executed, sealed and delivered by
DEUTSCHE BANK TRUST COMPANY AMERICAS and STANLEY BURG
in the presence of:

/s/ Jennifer Davis

/s/ David J. Rocco

BNY TRUST COMPANY OF MISSOURI,
As Co-Trustee as to property, real or personal, situated or being in Missouri

By: /s/ Belinda Brown
Belinda Brown
Vice President

Attest:

/s/ Rebekah Foltz
Rebekah Foltz
Assistant Vice President

Executed, sealed and delivered by
BNY TRUST COMPANY OF MISSOURI
in the presence of:

/s/ Daniel G. Dwyer
Daniel G. Dwyer

/s/ L. Stabley
L. Stabley

STATE OF LOUISIANA )
                                         ) SS.:
PARISH OF ORLEANS )

On this 20th day of June, 2003, before me, Mark Grafton Otts, a Notary Public duly commissioned, qualified and acting within and for said Parish and State, appeared in person the within named Nathan E. Langston and Christopher T. Screen, to me personally well known, who stated that they were the Senior Vice President and Chief Accounting Officer and Assistant Secretary, respectively, of ENTERGY ARKANSAS, INC., a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 20th day of June, 2003, before me personally came Nathan E. Langston, to me known, who, being by me duly sworn, did depose and say that he resides at 125 Ayshire Court, Slidell, Louisiana 70461; that he is the Senior Vice President and Chief Accounting Officer of ENTERGY ARKANSAS, INC., one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

On the 20th day of June, 2003, before me appeared Christopher T. Screen, to me personally known, who, being by me duly sworn, did say that he is the Assistant Secretary of ENTERGY ARKANSAS, INC., and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said Parish and State the day and year last above written.

/s/ Mark Grafton Otts
Mark Grafton Otts
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued For Life

STATE OF NEW YORK     )
                                             ) SS.:
COUNTY OF NEW YORK)

On this 25^th day of June, 2003, before me, Annie Jaghatspanyan, a Notary Public duly commissioned, qualified and acting within and for said County and State, appeared Wanda Camacho and Yana Kalachikova to me personally well known, who stated that they were a Vice President and an Associate, respectively, of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation; and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

On the 25^th day of June, 2003, before me personally came Wanda Camacho, to me known, who, being by me duly sworn, did depose and say that she resides at 86 Sheldon Avenue, Tarrytown, New York 10561; that she is a Vice President of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 25^th day of June, 2003, before me appeared Yana Kalachikova, to me personally known, who, being by me duly sworn, did say that she is an Associate of DEUTSCHE BANK TRUST COMPANY AMERICAS, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and he acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said County and State the day and year last above written.

/s/ Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF NEW YORK        )
                                                ) SS.:
COUNTY OF NEW YORK   )

On this 25th day of June, 2003, before me, Annie Jaghatspanyan, the undersigned, personally appeared, STANLEY BURG, known to me to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained.

On the 25th day of June, 2003, before me personally appeared STANLEY BURG, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/Annie Jaghatspanyan
Annie Jaghatspanyan
Notary Public, State of New York
No. 01JA6062022
Qualified in New York County
Commission Expires July 30, 2005

STATE OF MISSOURI    )
                                         ) SS.:
CITY OF ST. LOUIS      )

On this 24th day of June, 2003, before me, Joy Lincoln, a Notary Public duly commissioned, qualified and acting within and for said county and state, appeared Belinda Brown and Rebekah Foltz, to me personally known, who stated that they were a Vice President and Assistant Vice President, respectively, of BNY TRUST COMPANY OF MISSOURI, a corporation, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and on behalf of said Corporation; and further stated that they had so signed, executed and delivered the same for the consideration, uses and purposes therein mentioned and set forth.

On the 24th day of June, 2003, before me personally appeared Belinda Brown, to me personally known, who, being by me duly sworn, did depose and say that she resided in St. Louis, Missouri; that she is a Vice President of BNY TRUST COMPANY OF MISSOURI, one of the corporations described in and which executed the above instrument; that she knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that she signed her name thereto by like authority.

On the 24th day of June, 2003, before me appeared Rebekah Foltz, to me personally known, who, being by me duly sworn, did say that she is an Assistant Vice President of BNY TRUST COMPANY OF MISSOURI, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and she acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at my office in said City and State the day and year last above written.

/s/ Joy Marie Lincoln
Joy Marie Lincoln
Notary Public, State of Missouri
Qualified in St. Louis County
Commission Expires Oct. 16, 2006
 

EX-4

Exhibit 4(k)

ENTERGY NEW ORLEANS, INC.

To

THE BANK OF NEW YORK

(successor to Harris Trust Company of New York and Bank of Montreal Trust Company)

And

STEPHEN J. GIURLANDO

(successor to Mark F. McLaughlin and Z. George Klodnicki)

As Trustees under the Mortgage and Deed of Trust,

dated as of May 1, 1987 of Entergy New Orleans, Inc.

ELEVENTH SUPPLEMENTAL INDENTURE

Providing among other things for

First Mortgage Bonds,

3.875% Series due August 1, 2008

(Fourteenth Series)

and

First Mortgage Bonds,

5.25% Series due August 1, 2013

(Fifteenth Series)

Dated as of July 1, 2003

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2003, between ENTERGY NEW ORLEANS, INC., a corporation of the State of Louisiana, whose post office address is 1600 Perdido Street, Building 505, New Orleans, Louisiana 70112 (the "Company") and THE BANK OF NEW YORK (successor to Harris Trust Company of New York and Bank of Montreal Trust Company), a New York banking corporation, whose principal corporate trust office is located at 101 Barclay Street, Floor 21 West, New York, New York 10286 and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin and Z. George Klodnicki), whose address is 63 Euclid Avenue, Massapequa, New York 11758, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the "Original Indenture"; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the "Indenture");

WHEREAS, the Original Indenture has been duly recorded and filed as required in the State of Louisiana simultaneously with the recording and filing of the First Supplemental Indenture thereto, dated as of May 1, 1987, between the Company and BANK OF MONTREAL TRUST COMPANY (The Bank of New York, successor) and Z. GEORGE KLODNICKI (Stephen J. Giurlando, successor), as trustees (herein called the "First Supplemental Indenture"); and

WHEREAS, the Original Indenture was recorded in various Parishes in the State of Louisiana; and

WHEREAS, the Company executed and delivered to the Trustees (such term and all other defined terms used herein and not defined herein having the respective definitions to which reference is made in Article I below) its Second Supplemental Indenture, dated as of January 1, 1988, its Third Supplemental Indenture, dated as of March 1, 1993, its Fourth Supplemental Indenture, dated as of September 1, 1993, its Fifth Supplemental Indenture, dated as of April 1, 1995, its Sixth Supplemental Indenture, dated as of March 1, 1996, its Seventh Supplemental Indenture, dated as of July 1, 1998, its Eighth Supplemental Indenture, dated as of July 1, 2000 (the "Eight Supplemental Indenture"), its Ninth Supplemental Indenture, dated as of February 1, 2001 (the "Ninth Supplemental Indenture"), and its Tenth Supplemental Indenture, dated as of October 1, 2002 (the "Tenth Supplemental Indenture"), each as a supplement to the Original Indenture, which Supplemental Indentures hav e been duly recorded in various Parishes in the State of Louisiana, which Parishes are the same Parishes in which this Eleventh Supplemental Indenture is to be recorded; and

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of March 18, 1999, Harris Trust Company of New York merged into Bank of Montreal Trust Company, Trustee under the Indenture, and effective July 1, 1999, the combined entity changed its name to Harris Trust Company of New York, and, by virtue of Section 9.03 of the Original Indenture, Harris Trust Company of New York became successor Trustee under the Indenture, without execution of any paper or the performance of any further act on the part of any other parties to the Indenture; and

WHEREAS, effective July 15, 2000, Harris Trust Company of New York and Mark F. McLaughlin resigned as Trustee and Co-Trustee, respectively, under the Indenture, and by the Eighth Supplemental Indenture, the Company appointed The Bank of New York and Stephen J. Giurlando as successor Trustee and successor Co-Trustee, respectively, effective July 15, 2000, and The Bank of New York and Stephen J. Giurlando accepted said respective appointments; and

WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Indenture, the following series of bonds:

Series	Principal Amount Issued	Principal Amount Outstanding
10.95% Series due May 1, 1997	$75,000,000	None
13.20% Series due February 1, 1991	1,400,000	None
13.60% Series due February 1, 1993	29,400,000	None
13.90% Series due February 1, 1995	9,200,000	None
7% Series due March 1, 2003	25,000,000	None
8% Series due March 1, 2023	45,000,000	45,000,000
7.55% Series due September 1, 2023	30,000,000	30,000,000
8.67% Series due April 1, 2005	30,000,000	None
8% Series due March 1, 2006	40,000,000	40,000,000
7% Series due July 15, 2008	30,000,000	30,000,000
8.125% Series due July 15, 2005	30,000,000	30,000,000
6.65% Series due March 1, 2004	30,000,000	30,000,000
6.75% Series due October 15, 2017	25,000,000	25,000,000

; and

WHEREAS, Section 19.04 of the Original Indenture provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted, or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder, or the Company may establish the terms and provisions of any series of bonds by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to be recorded in all of the states in which any property at the time subject to the Lien of the Indenture shall be situated; and

WHEREAS, the Company desires to create two new series of bonds under the Indenture and to add to its covenants and agreements contained in the Indenture certain other covenants and agreements to be observed by it; and

WHEREAS, all things necessary to make this Eleventh Supplemental Indenture a valid, binding and legal instrument have been performed, and the issuances of said two series of bonds, subject to the terms of the Indenture, have been in all respects duly authorized;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH: That ENTERGY NEW ORLEANS, INC., in consideration of the premises and of Ten Dollars ($10) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Indenture, according to their tenor and effect and the performance of all provisions of the Indenture (including any modification made as in the Indenture provided) and of said bonds, hath granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over and confirmed and granted a security interest in, and by these presents doth grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, affect, pledge, set over and confirm and grant a security interest in (subject, however, to Excepted Encu mbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purpose hereof) to THE BANK OF NEW YORK, as Trustees under the Indenture, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever (1) all rights, legal and equitable, of the Company (whether in accordance with Paragraph 32 of that certain Resolution No. R-86-112, adopted by the Council of the City of New Orleans on March 20, 1986 and accepted by the Company on March 25, 1986, as superseded by Resolution No. R-91-157, effective October 4, 1991, or pursuant to other regulatory authorization or by operation of law or otherwise), in the event of the purchase and acquisition by the City of New Orleans (or any other governmental authority or instrumentality or designee thereof) of properties and assets of the Company, to recover and receive payment and compensation from the City (or from such other gover nmental authority or instrumentality or designee thereof or any other person) of an amount equal to the aggregate uncollected balance of (A) the deferrals of Grand Gulf 1 Costs (as defined in the Original Indenture) and the deferred carrying charges accrued thereon that have accumulated prior to the City or such other entity providing official notice to the Company of the City's or such other entity's intent to effect such purchase and acquisition and (B) if and to the extent that the City or such other entity and the Company agree that the City or such other entity is liable for all or a portion of the aggregate uncollected balance of such deferrals accumulating thereafter or a court of final resort so holds, such deferrals that have accumulated subsequent to such notice (said rights of the Company, together with the proceeds and products thereof, being defined in the Original Indenture as the "Municipalization Interest"); and (2) all properties of the Company, real, personal and mixed, of the kin d or nature described or mentioned in the Original Indenture; and (3) all properties of the Company specifically described in Article VII hereof and all other properties of the Company, real, personal and mixed, of the kind or nature specifically mentioned in the Original Indenture or of any other kind or nature acquired by the Company on or after the date of the execution and delivery of the Original Indenture (except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted), now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same, the scope and intent of the foregoing or of any general description contained herein or in the Original Indenture, as heretofore supplemented), all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio and television systems, air-conditioning systems, and equipment incidental thereto, water wheels, water works, water systems, steam heat and hot water plants, substations, electric, gas and water lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all mac hinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment, and all other fixtures and presently; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Original Indenture, as heretofore supplemented, expressly excepted) all t he rights, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Original Indenture, as heretofore supplemented, described.

TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 11.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property, rights and franchises and every part and parcel thereof.

IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 15.03 of the Original Indenture, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Original Indenture, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Original Indenture and the Lien hereof as if such property, rights and franchises were now owned by the Company and were specifically described herein and granted and conveyed hereby.

PROVIDED that, except as provided herein and in the Original Indenture with respect to the Municipalization Interest, the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed hereunder, nor is a security interest therein hereby or by the Original Indenture, as heretofore supplemented, granted or intended to be granted, and the same are hereby expressly excepted from the Lien of the Indenture and the operation of this Eleventh Supplemental Indenture, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not heretofore or hereafter specifically pledged, paid, deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business or for the purpose of repairing or replacing (in whole or part) any rolling stock, buses, motor coaches, automobiles and other vehicles or aircraft or boats, ships, or other vessels and any fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; boats, ships and other vessels; all timber, minerals, mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable, judgments, demands, general intangibles and chooses in action, and all contracts, leases and operating agreements not specifically pledged hereunder or under the Original Indenture or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Indenture; (5) electric energy, gas, water, steam, ice, and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; (6) a ny natural gas wells or natural gas leases or natural gas transportation lines or other works or property used primarily and principally in the production of natural gas or its transportation, primarily for the purpose of sale to natural gas customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; and (7) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Indenture in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that either or both of the Trustees or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XII of the Original Indenture by reason of the occurrence of a Default.

TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, hypothecated, affected, pledged, set over or confirmed or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Original Indenture), unto STEPHEN J. GIURLANDO and (to the extent of its legal capacity to hold the same for the purposes hereof) to THE BANK OF NEW YORK, and their successors and assigns forever.

IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Original Indenture, as heretofore supplemented, this Eleventh Supplemental Indenture being supplemental thereto.

AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Original Indenture, as heretofore supplemented, shall affect and apply to the property hereinbefore and hereinafter described and conveyed and to the estate, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their successors as Trustees of said property in the same manner and with the same effect as if said property had been owned by the Company at the time of the execution of the Original Indenture and had been specifically and at length described in and conveyed to said Trustees by the Original Indenture as a part of the property therein stated to be conveyed.

The Company further covenants and agrees to and with the Trustees and their successor or successors in said trust under the Indenture, as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1. Terms From the Original Indenture and First through Tenth Supplemental Indentures. Except as set forth in Section 1.02 below, all defined terms used in this Eleventh Supplemental Indenture and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Indenture or the First through the Tenth Supplemental Indentures, as the case may be.
2. Certain Defined Terms. As used in this Eleventh Supplemental Indenture, the following defined terms shall have the respective meanings specified unless the context clearly requires otherwise:

The term "Adjusted Treasury Rate" shall mean, with respect to any redemption date:

(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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2) if such release (or any successor release) is not published during the week preceding the calculation date for the Adjusted Treasury Rate or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The term "Bonds of the Fifteenth Series" shall have the meaning specified in Section 3.01.

The term "Bonds of the Fourteenth Series" shall have the meaning specified in Section 2.01.

The term "Business Day" shall mean any day other than a Saturday or a Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed or a day on which the Corporate Trust Office of the Trustee is closed for business.

The term "Comparable Treasury Issue" shall mean the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable, 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 Bonds of the Fourteenth Series or the Bonds of the Fifteenth Series, whichever is applicable.

The term "Comparable Treasury Price" shall mean, with respect to any redemption date, (i) the average of five Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest such Reference Treasury Dealer Quotations or (ii) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

The term "Independent Investment Banker" shall mean one of the Reference Treasury Dealers that the Company appoints to act as the Independent Investment Banker from time to time, or, if any of such firms is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

The term "Reference Treasury Dealer" shall mean (i) ABN AMRO Incorporated, Morgan Stanley & Co. Incorporated and their respective 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 shall substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

The term "Reference Treasury Dealer Quotations" shall mean, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m. on the third Business Day preceding such redemption date.

3. References are to Eleventh Supplemental Indenture. Unless the context otherwise requires, all references herein to "Articles", "Sections" and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Eleventh Supplemental Indenture, and the words "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Eleventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision hereof or to the Original Indenture or any other supplemental indenture thereto.
4. Number and Gender. Unless the context otherwise requires, defined terms in the singular include the plural, and in the plural include the singular. The use of a word of any gender shall include all genders.

ARTICLE II

THE FOURteenth SERIES

1. Bonds of the Fourteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 3.875% Series due August 1, 2008, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fourteenth Series," which term shall include the Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fourteenth Series shall be substantially in the form of Exhibit A hereto. Bonds of the Fourteenth Series shall mature on August 1, 2008 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fourteenth Series shall bear interest at the rate of three and eight hundred seventy-five one thousandths percent (3.875%) per annum (except as hereinaf ter provided), payable semi-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fourteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fourteenth Series shall bear interest (before and after judgment) at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fourteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fourteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bonds of the Fourteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fourteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fourteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fourteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fourteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or the maturity of any Bond of the Fourteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fourteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into a Registration Rights Agreement dated as of July 31, 2003 (the "Registration Rights Agreement") with the initial purchasers of the Bonds of the Fourteenth Series pursuant to which the Bonds of the Fourteenth Series that are issued and sold without registration (the "Private Bonds of the Fourteenth Series") under the Securities Act of 1933, as amended (the "Securities Act"), may be exchanged for Bonds of the Fourteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fourteenth Series (the "Exchange Bonds of the Fourteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fourteenth Series. The Private Bonds of the Fourteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Ac t, and Private Bonds of the Fourteenth Series will be exchanged for Exchange Bonds of the Fourteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fourteenth Series and the Exchange Bonds of the Fourteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fourteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fourteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fourteenth Series. (a) The Bonds of the Fourteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fourteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fourteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest there on to such redemption date.

(b) Bonds of the Fourteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fourteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fourteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 2.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 2.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fourteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fourteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 2.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fourteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fourteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fourteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fourteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fourteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fourteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fourteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fourteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fourteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fourteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fourteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fourteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fourteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if n o interest shall have been paid on the Bonds of the Fourteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fourteenth Series shall be dated so that the person in whose name any Bond of the Fourteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fourteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fourteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such i nterest payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fourteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE III

THE Fifteenth SERIES

1. Bonds of the Fifteenth Series. Pursuant to Section 2.01 of the Original Indenture, there shall be a series of bonds designated 5.25% Series due August 1, 2013, each of which shall also bear the descriptive title "First Mortgage Bond" (herein sometimes referred to as "Bonds of the Fifteenth Series," which term shall include the Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series (each as defined herein), unless the context otherwise requires). The form of Bonds of the Fifteenth Series shall be substantially in the form of Exhibit B hereto. Bonds of the Fifteenth Series shall mature on August 1, 2013 and shall be issued only as fully registered bonds in denominations of Two Hundred Fifty Thousand Dollars and integral multiples of $1,000 in excess thereof. Bonds of the Fifteenth Series shall bear interest at the rate of five and twenty-five one hundredths percent (5.25%) per annum (except as hereinafter provided), payable sem i-annually on February 1 and August 1 in each year and at maturity or earlier redemption, the first interest payment to be made on February 1, 2004 for the period from the date of original issuance of the Bonds of the Fifteenth Series to February 1, 2004; provided, however, that overdue principal, premium, if any, and (to the extent permitted by law) overdue interest in respect of the Bonds of the Fifteenth Series shall bear interest (before and after judgment) at the rate of six and twenty-five one hundredths percent (6.25%) per annum. If the Company does not comply with certain of its obligations under the Registration Rights Agreement (as defined below), the Private Bonds of the Fifteenth Series shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear Additional Interest in addition to the interest provided for in the immediately preceding sentence. For purposes of the Bonds of the Fifteenth Series and the provisions of this Eleventh Supplemental Indenture pertaining to the Bond s of the Fifteenth Series, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. The principal, premium, if any, and interest on the Bonds of the Fifteenth Series shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, payable in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Interest on the Bonds of the Fifteenth Series may at the option of the Company be paid by check mailed to the registered owners thereof. Interest on the Bonds of the Fifteenth Series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds of the Fifteenth Series in respect of a portion of a month shall be calculated based on the actual number of days elapsed. In any case where any interest payment date, redemption date or maturity date of any Bond of the Fifteenth Series shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect, and in the same amount, as if made on the corresponding interest payment date or redemption date, or at maturity, as the case may be, and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on the amounts so payable for the period from and after such interest payment date, redemption date or maturity, as the case may be, to such Business Day.

The Company reserves the right to establish at any time, by Resolution of the Board of Directors of the Company, a form of coupon bond, and of appurtenant coupons, for the Bonds of the Fifteenth Series and to provide for exchangeability of such coupon bonds with the bonds of said Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose.

The Company has entered into the Registration Rights Agreement pursuant to which the Bonds of the Fifteenth Series that are issued and sold without registration (the "Private Bonds of the Fifteenth Series") under the Securities Act may be exchanged for Bonds of the Fifteenth Series that will be registered under the Securities Act and that will otherwise have substantially the same terms as the Private Bonds of the Fifteenth Series (the "Exchange Bonds of the Fifteenth Series"), or, failing such exchange, the Company has agreed to file a shelf registration statement for the resale of the Private Bonds of the Fifteenth Series. The Private Bonds of the Fifteenth Series will be offered and sold by the Company in reliance on an exemption from registration under the Securities Act, and Private Bonds of the Fifteenth Series will be exchanged for Exchange Bonds of the Fifteenth Series only pursuant to an effective registration statement under the Securities Act and otherwise i n accordance with the Registration Rights Agreement and the Indenture. The Private Bonds of the Fifteenth Series and the Exchange Bonds of the Fifteenth Series will constitute a single series of bonds under the Indenture. Exchange Bonds of the Fifteenth Series shall be authenticated and delivered by the Trustee at one time or from time to time upon the written order or orders of the Company in principal amounts equal to the principal amounts of the Private Bonds of the Fifteenth Series surrendered in exchange therefor.

2. Redemption of Bonds of the Fifteenth Series. (a) The Bonds of the Fifteenth Series shall be redeemable at the option of the Company, in whole or in part, prior to maturity, upon notice mailed to each registered owner at its last address appearing on the registry books not less than 30 days nor more than 60 days prior to the date fixed for redemption, at a redemption price equal to the greater of (i) 100% of the principal amount of such Bonds of the Fifteenth Series to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of and interest on such Bonds of the Fifteenth Series to be redeemed (excluding the portion of any such interest accrued to such redemption date), discounted (for purposes of determining such present values) to such redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to such redemption date.

(b) Bonds of the Fifteenth Series shall also be redeemable, at the option of the holders thereof, as provided in Section 3.04 of the First Supplemental Indenture, as heretofore and hereby amended.

(c) Bonds of the Fifteenth Series shall also be redeemable as follows:

Should all or substantially all of the Mortgaged and Pledged Property be taken by the City of New Orleans or any instrumentality or designee thereof by the exercise of the power of eminent domain or taken by the exercise by the City of New Orleans or any instrumentality or designee thereof of the right to purchase or otherwise acquire the same, or should such Mortgaged and Pledged Property be voluntarily sold, transferred or otherwise conveyed to the City of New Orleans or such instrumentality or designee thereof, then, in any such event, the Company shall, upon the consummation of such taking, sale, transfer or other conveyance (in any case whether or not the Lien of the Indenture is released with respect to such Mortgaged and Pledged Property), immediately request the Trustee to take, and upon receipt of such request the Trustee shall take, all requisite action to prepare (in consultation with the Company) and to mail written notice thereof to each registered holder of any Outstanding Bo nd of the Fifteenth Series, at his last address appearing upon the registry books, such notice (hereinafter referred to in this Section 3.02(c) as the "Trustee's Special Notice"), to state that it is given pursuant to this Section 3.02(c) of this Eleventh Supplemental Indenture and that the holder of any Bond or Bonds of the Fifteenth Series then Outstanding shall have the right to require the Company to redeem such Bond or Bonds of the Fifteenth Series, in whole or in part, on the terms and subject to the conditions hereinafter in this Section 3.02(c) set forth.

Upon the mailing of the Trustee's Special Notice, the holder of any Bonds of the Fifteenth Series then Outstanding may, within forty-five (45) days from the date of the Trustee's Special Notice, give the Trustee written notice of such holder's intent to have his Bond or Bonds of the Fifteenth Series redeemed by the Company on the sixtieth (60^th) day following the date of the Trustee's Special Notice, upon delivery and surrender of such Bond or Bonds of the Fifteenth Series accompanied by such documentation as the Trustee or the Company may require. Unless on or prior to the forty-fifth (45^th) day following the date of the Trustee's Special Notice, such holder shall have, by further written notice to the Trustee, withdrawn or revoked such written notice of intent to have his Bond or Bonds of the Fifteenth Series so redeemed, the Company shall, on the sixtieth (60^th) day following the date of the Trustee's Special Notice, redeem any such Bond or Bonds of the Fifteenth Series that are properly delivered and surrendered for that purpose at the special redemption price of 101% of the principal amount thereof plus accrued and unpaid interest thereon to the redemption date.

3. Transfer and Exchange. At the option of the registered owner, subject to the provisions of any legend set forth thereon, any Bonds of the Fifteenth Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.

Bonds of the Fifteenth Series shall be transferable, subject to the provisions of any legend set forth thereon, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York.

Upon any such exchange or transfer of Bonds of the Fifteenth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.05 of the Original Indenture, but the Company hereby waives any right to make a charge in addition thereto for any such exchange or transfer of Bonds of the Fifteenth Series.

4. Dating of Bonds and Interest Payments. (a) Each Bond of the Fifteenth Series shall be dated as of the date of authentication and shall bear interest from the last preceding interest payment date to which interest shall have been paid (unless the date of such bond is an interest payment date to which interest is paid, in which case from the date of such bond); provided that each Bond of the Fifteenth Series dated prior to February 1, 2004 shall bear interest from the date of original issuance thereof; and provided, further, that if any Bond of the Fifteenth Series shall be authenticated and delivered upon a transfer of, or in exchange for or in lieu of, any other Bond or Bonds of the Fifteenth Series upon which interest is in default, it shall be dated so that such bond shall bear interest from the last preceding date to which interest shall have been paid on the bond or bonds in respect of which such bond shall have been delivered or from its date of original issuance, if no in terest shall have been paid on the Bonds of the Fifteenth Series.

(b) Notwithstanding the foregoing, Bonds of the Fifteenth Series shall be dated so that the person in whose name any Bond of the Fifteenth Series is registered at the close of business on the Business Day immediately preceding an interest payment date shall be entitled to receive the interest payable on the interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such close of business and prior to such interest payment date, except if, and to the extent that, the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Bonds of the Fifteenth Series are registered at the close of business on the Business Day immediately preceding the date of payment of such defaulted interest. Any Bond of the Fifteenth Series issued upon any transfer or exchange subsequent to such close of business and prior to such inter est payment date shall bear interest from such interest payment date. In the event there shall be more than one registered owner of Bonds of the Fifteenth Series, then the Company shall not be required to make transfers or exchanges of bonds of said series for a period of fifteen (15) days next preceding any interest payment date of said series.

ARTICLE IV

OTHER PROVISIONS FOR RETIREMENT OF BONDS

1. Exchange or Redemption upon Merger or Consolidation. The second sentence of subsection (a) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, is hereby further amended to insert the following words immediately after the words "the Tenth Supplemental Indenture":

", shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fourteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fourteenth Series, shall (as to the New LP&L Bonds being exchanged for the Bonds of the Fifteenth Series) be subject to redemption at the option of the Company on terms similar to those provided in the Eleventh Supplemental Indenture with respect to Bonds of the Fifteenth Series,"

Section 4.02 Redemption Price upon Merger or Consolidation. The redemption price for any Bonds of the Fourteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fourteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fourteenth Series. The redemption price for any Bonds of the Fifteenth Series redeemed pursuant to subsection (b) of Section 3.04 of the First Supplemental Indenture, as amended and restated by the Seventh Supplemental Indenture, and as subsequently amended, shall be equal to the principal amount of the Bonds of the Fifteenth Series to be redeemed, plus accrued and unpaid interest thereon to the redemption date of such Bonds of the Fifteenth Series.

ARTICLE V

COVENANTS

1. Maintenance of Paying Agency. So long as any Bonds of the Fourteenth Series or the Fifteenth Series are Outstanding, the Company covenants that the office or agency of the Company in the Borough of Manhattan, The City of New York, New York, where the principal of or interest on any Bonds of the Fourteenth Series or the Fifteenth Series shall be payable, shall also be an office or agency where any such bonds may be transferred or exchanged and where notices, presentations or demands to or upon the Company in respect of such bonds or in respect of the Indenture may be given or made.
2. Further Assurances. From time to time whenever reasonably requested by the Trustee, the holders of a majority in principal amount of Bonds of the Fourteenth Series then Outstanding, or the holders of a majority in principal amount of Bonds of the Fifteenth Series then Outstanding, the Company will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention of or to facilitate the performance of the terms of the Indenture or to secure the rights and remedies of the holders of the Bonds of the Fourteenth Series or the rights and remedies of the holders of the Bonds of the Fifteenth Series.
3. Limitation on Restricted Payments. (a) So long as any Bonds of the Fourteenth Series or any Bonds of the Fifteenth Series are Outstanding, the Company covenants that it will not declare any dividends on its common stock (other than (1) a dividend payable solely in shares of its common stock or (2) a dividend payable in cash in cases where, concurrently with the payment of such dividend, an amount in cash equal to such dividend is received by the Company as a capital contribution or as the proceeds of the issue and sale of shares of its common stock) or make any distribution on outstanding shares of its common stock or purchase or otherwise acquire for value any outstanding shares of its common stock (otherwise than in exchange for or out of the proceeds from the sale of other shares of its common stock) unless after such dividend, distribution, purchase or acquisition, the aggregate amount of such dividends, distributions, purchases and acquisitions paid or made subsequent to J une 30, 2003 (other than any dividend declared by the Company on or before June 30, 2003) does not exceed (without giving effect to (1) any such dividends, distributions, purchases or acquisitions or (2) any net transfers from earned surplus to stated capital accounts) the sum of (A) the aggregate amount credited subsequent to June 30, 2003, to earned surplus, (B) $150,000,000 and (C) such additional amounts as shall be authorized or approved, upon application by the Company and, after notice, by the SEC under the Holding Company Act.

For the purpose of this Section 5.03, the aggregate amount credited subsequent to June 30, 2003, to earned surplus shall be determined in accordance with applicable generally accepted accounting principles and practices (or, if in the opinion of the Company's independent public accountants (delivered to the Trustee) there is an absence of any such generally accepted accounting principles and practices as to the determination in question, then in accordance with sound accounting practices) and after making provision for dividends upon any preferred stock of the Company accumulated subsequent to such date, and in addition there shall be deducted from earned surplus all amounts (without duplication) of losses, write-offs, write-downs or amortization of property, whether extraordinary or otherwise, recorded in and applicable to a period or periods subsequent to June 30, 2003.

ARTICLE VI

MISCELLANEOUS PROVISIONS

1. Acceptance of Trusts. The Trustees hereby accept the trusts herein declared, provided, created or supplemented and agree to perform the same upon the terms and conditions herein and in the Original Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are solely made by the Company. In general, each and every term and condition contained in Article XVI of the Original Indenture shall apply to and form part of this Eleventh Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Eleventh Supplemental Indenture.

2. Effect of Eleventh Supplemental Indenture under Louisiana Law. It is the intention and it is hereby agreed that so far as concerns that portion of the Mortgaged and Pledged Property situated within the State of Louisiana, the general language of conveyance contained in this Eleventh Supplemental Indenture is intended and shall be construed as words of hypothecation and not of conveyance, and that so far as the said Louisiana property is concerned, this Eleventh Supplemental Indenture shall be considered as an act of mortgage and pledge and granting of a security interest under the laws of the State of Louisiana, and the Trustees herein named are named as mortgagee and pledge and secured parties in trust for the benefit of themselves and of all present and future holders of bonds issued under the Indenture and any coupons thereto issued hereunder, and are irrevocably appointed special agents and representatives of the holders of such bonds and coupons and vested with full power in their behalf to effect and enforce the mortgage and pledge and a security interest hereby constituted for their benefit, or otherwise to act as herein provided for.
3. Record Date. (a) The holders of the Bonds of the Fourteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fourteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fourteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fourteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

(b) The holders of the Bonds of the Fifteenth Series shall be deemed to have consented and agreed that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of the Bonds of the Fifteenth Series entitled to consent, if any such consent is required, to any amendment or supplement to the Indenture or the waiver of any provision thereof or any act to be performed thereunder. If a record date is fixed, those persons who were holders of the Bonds of the Fifteenth Series at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders of Bonds of the Fifteenth Series after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

4. Titles. The titles of the several Articles and Sections of this Eleventh Supplemental Indenture shall not be deemed to be any part hereof.
5. Counterparts. This Eleventh Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
6. Governing Law. The laws of the State of New York shall govern this Eleventh Supplemental Indenture, the Bonds of the Fourteenth Series, and the Bonds of the Fifteenth Series, except to the extent that the validity or perfection of the Lien of the Indenture, or remedies thereunder, are governed by the laws of a jurisdiction other than the State of New York.

ARTICLE VII

SPECIFIC DESCRIPTION OF PROPERTY

PARAGRAPH ONE

The Electric Generating Plants, Plant Sites and Stations of the Company, including all electric works, power houses, buildings, pipelines and structures owned by the Company and all land of the Company on which the same are situated and all of the Company's lands, together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, switchyards, electric lines, equipment and appurtenances, forming a part of said plants, sites or stations, or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands and property.

PARAGRAPH TWO

The Electric Substations, Switching Stations, Microwave installations and UHF-VHF installations of the Company, and the Sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of the Company on which the same are situated, and all of the Company's lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, machinery, equipment, appliances, devices, licenses and appurtenances forming a part of said substations, switching stations, microwave installations or UHF-VHF installations, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them.

PARAGRAPH THREE

All and singular the Miscellaneous Lands and Real Estate or Rights and Interests therein of the Company, and buildings and improvements thereon, now owned, or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired during the existence of this trust.

PARAGRAPH FOUR

The Electric Transmission Lines of the Company, including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, insulators, pipes, conduits, electric submarine cables, and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under or upon any public streets or highways or other lands, public or private.

PARAGRAPH FIVE

The Electric Distribution Lines and Systems of the Company, including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the Company's other property, real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the Company's rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, across, under, or upon any public streets or highways or other lands or property, public or private.

PARAGRAPH SIX

The Gas Distributing Systems of the Company, whether now owned or, subject to the provisions of Section 15.03 of the Original Indenture, hereafter acquired, including gas regulator stations, gas main crossings, odorizing equipment, gas metering stations, shops, service buildings, office buildings, expansion tanks, conduits, gas mains and pipes, mechanical storage sheds, boilers, service pipes, fittings, city gates, pipelines, booster stations, reducer stations, valves, valve platforms, connections, meters and all appurtenances, appliances, devices and equipment and all the Company's other property, real, personal or mixed forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distributing systems, or any of them, together with all of the Company's rights-of-way, easements, prescriptions, servitudes, privileges, immunities, permits and franchises, licenses, consents and rights for or relating to the construction, maintenance or operation thereo f, in, on, through, across or under any public streets or highways or other lands or property, public or private.

PARAGRAPH SEVEN

All of the franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric and gas systems in, on and under streets, alleys, highways, roads, public grounds and rights-of-way and all rights incident thereto which were granted by the governing and regulatory bodies of the City of New Orleans, State of Louisiana.

Also all other franchises, privileges, permits, grants and consents owned or hereafter acquired by the Company for the construction, operation and maintenance of electric and gas systems in, on or under the streets, alleys, highways, roads, and public grounds, areas and rights-of-way and/or for the supply and sale of electricity or natural gas and all rights incident thereto, subject, however, to the provisions of Section 15.03 of the Original Indenture.

IN WITNESS WHEREOF, ENTERGY NEW ORLEANS, INC. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and on its behalf, and THE BANK OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be attested by one of its Vice Presidents, Assistant Vice Presidents, Assistant Treasurers or Assistant Secretaries for and on its behalf, and STEPHEN J. GIURLANDO has hereunto set his hand, all as of the day and year first above written.

ENTERGY NEW ORLEANS, INC.

By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer

Attest:

/s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary

Executed, sealed and delivered by
ENTERGY NEW ORLEANS, INC.
in the presence of:

/s/ Carl Alvarado
Carl Alvarado

/s/ Myrna A. Romain
Myrna A. Romain

THE BANK OF NEW YORK
As Trustee

By: /s/ Robert A. Massimillo
Robert A. Massimillo
Vice President

Attest:

/s/ Cynthia Chaney
Cynthia Chaney
Vice President

/s/ Stephen J. Giurlando
STEPHEN J. GIURLANDO,
As Co-Trustee

Executed, sealed and delivered by
THE BANK OF NEW YORK and

STEPHEN J. GIURLANDO
in the presence of:

/s/ Ada Li
Ada Li

/s/ Regina F. Johnson
Regina F. Johnson

STATE OF LOUISIANA )

                                         ) SS.:

PARISH OF ORLEANS )

On this 29th day of July, 2003, before me appeared Steven C. McNeal, to me personally known, who, being duly sworn, did say that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., that the seal affixed to said instrument is the corporate seal of said corporation, that the foregoing instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Steven C. McNeal acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Steven C. McNeal, to me known, who, being by me duly sworn, did depose and say that he resides in Mandeville, Louisiana; that he is Vice President and Treasurer of ENTERGY NEW ORLEANS, INC., one of the parties described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ Lloyd L. Drury, III
Lloyd L. Drury, III
Notary Public
Parish of Orleans, State of Louisiana
My Commission is Issued for Life

STATE OF NEW YORK
                                                        } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared Robert A. Massimillo, to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK, that the seal affixed to the above instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Robert A. Massimillo acknowledged said instrument to be the free act and deed of said corporation.

On the 29th day of July, 2003, before me personally came Robert A. Massimillo, to me known, who, being by me duly sworn, did depose and say that he resides at 87 Brandis Avenue, Staten Island, New York 10312; that he is a Vice President of THE BANK OF NEW YORK, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

STATE OF NEW YORK
                                                    } ss.:
COUNTY OF BRONX

On this 29th day of July, 2003, before me appeared STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same as his free act and deed.

On the 29th day of July, 2003, before me personally came STEPHEN J. GIURLANDO, to me known to be the person described in and who executed the foregoing instrument, and acknowledged that he executed the same.

/s/ William J. Cassels
William J. Cassels
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 18, 2006

EXHIBIT A

[FORM OF BOND OF THE Fourteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FOURTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fourteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

3.875% Series due August 1, 2008

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2008, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of three and eight hundred seventy-five one tho usandths percent (3.875%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of four and eight hundred seventy-five one thousandths percent (4.875%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any. ]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 3.875% Series due August 1, 2008 (herein called bonds of the Fourteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under whic h additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fourteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EXHIBIT B

[FORM OF BOND OF THE Fifteenth SERIES]

[FORM OF DEPOSITORY LEGEND]

Unless and until this bond is exchanged in whole or in part for certificated bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

Unless this certificate is presented by an authorized representative of the Depositary to the Company or its agent for registration of transfer, exchange or payment, and any certificate to be issued is registered in the name of Cede & Co., or such other name as requested by an authorized representative of the Depositary, and any amount payable thereunder is made payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

This bond may be exchanged for certificated bonds registered in the names of the various beneficial owners hereof if (a) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days or (b) the Company elects to issue certificated bonds to beneficial owners (as certified to the Company by the Depositary).

[FORM OF NON-REGISTRATION LEGEND TO BE INCLUDED ON PRIVATE BONDS OF THE FIFTEENTH SERIES]

THIS SECURITY (OR PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM OR A TRANSACTION NOT SUBJECT THERETO. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(K), OR ANY SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT (THE "RESALE RESTRICTION TERMINATION DATE"), ONLY (I) TO THE COMPANY, (II) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, OR IN A TRANSACTION NOT SUBJECT TO, THE SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CLAUSES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE FOREGOING RESTRICTIONS ON RESALE WILL NOT APPLY SUBSEQUENT TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER OF THIS SECURITY ACKNOWLEDGES THAT THE COMPANY RESERVES THE RIGHT PRIOR TO ANY OFFER, SALE OR OTHER TRANSFER (1) PURSUANT TO CLAUSE (IV) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS OR OTHER INFORMATION SATISFACTORY TO THE COMPANY AND (2) IN EACH OF THE FOREGOING CASES, TO REQUI RE THAT A CERTIFICATE AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY.

[form of registration rights legend to be included on Private Bonds of the Fifteenth Series]

BY ITS ACCEPTANCE OF THE SECURITIES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH SECURITIES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH SECURITIES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT (THE "REGISTRATION RIGHTS AGREEMENT") DATED AS OF JULY 31, 2003 AND RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF SECURITIES EXCHANGEABLE FOR THE SECURITIES EVIDENCED HEREBY AND REGISTRATION OF THE SECURITIES EVIDENCED HEREBY.

FIRST MORTGAGE BOND

5.25% Series due August 1, 2013

CUSIP No. ___________

No. R-__                                                                                                                                                                                          $_________

ENTERGY NEW ORLEANS, INC., a corporation duly organized and existing under the laws of the State of Louisiana (the "Company"), for value received, hereby promises to pay to ____________, or registered assigns, at the office or agency of the Company in The City of New York, New York, the principal sum of $____________ on August 1, 2013, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay in like manner to the registered owner hereof interest thereon from the date of original issuance hereof, if the date of this bond is prior to February 1, 2004, or, if the date of this bond is on or after February 1, 2004, from the February 1 or the August 1 immediately preceding the date of this bond to which interest has been paid (unless the date hereof is an interest payment date to which interest has been paid, in which case from the date hereof), at the rate of five and twenty-five one hundredths percent (5.25%) per annum in like coin or currency on February 1 and August 1 of each year, commencing February 1, 2004, and at maturity or earlier redemption until the principal of this bond shall have become due and been duly paid or provided for, and to pay interest (before and after judgment) on any overdue principal, premium, if any, and (to the extent permitted by law) on any overdue interest at the rate of six and twenty-five one hundredths percent (6.25%) per annum. [If the Company does not comply with certain of its obligations under the Registration Rights Agreement, this bond shall, in accordance with Section 2(e) of the Registration Rights Agreement, bear additional interest ("Additional Interest") in addition to the interest provided for in the immediately preceding sentence. For purposes of this bond, the term "interest" shall be deemed to include interest provided for in the second immediately preceding sentence and Additional Interest, if any.]* Interest on this bond shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on this bond in respect of a portion of a month shall be calculated based on the actual number of days elapsed.

The interest so payable on any interest payment date will, subject to certain exceptions provided in the Mortgage hereinafter referred to, be paid to the person in whose name this bond is registered at the close of business on the Business Day immediately preceding such interest payment date. At the option of the Company, interest may be paid by check mailed on or prior to such interest payment date to the address of the person entitled thereto as such address shall appear on the register of the Company.

This bond shall not become obligatory until The Bank of New York, the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.

This bond is one of a series of bonds of the Company issuable in series and is one of a duly authorized series of First Mortgage Bonds, 5.25% Series due August 1, 2013 (herein called bonds of the Fifteenth Series), all bonds of all series issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any indenture supplemental thereto, called the Mortgage), dated as of May 1, 1987, duly executed by the Company to Bank of Montreal Trust Company (The Bank of New York, successor) and Z. George Klodnicki (Stephen J. Giurlando, successor), as Trustees. Reference is made to the Mortgage for a description of the mortgaged and pledged property, assets and rights, the nature and extent of the lien and security, the respective rights, limitations of rights, covenants, obligations, duties and immunities thereunder of the Company, the holders of bonds and the Trustees and the terms and conditions upon which the bonds are, and are to be, secured, the circumstances under which additional bonds may be issued and the definition of certain terms herein used, to all of which, by its acceptance of this bond, the holder of this bond agrees.

The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in the manner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided. The Mortgage provides that in certain circumstances and upon certain conditions, such a declaration and its consequences or certain past defaults and the consequences thereof may be waived by such affirmative vote of holders of bonds as is specified in the Mortgage.

The Mortgage contains provisions permitting the Company and the Trustee to execute supplemental indentures amending the Mortgage for certain specified purposes without the consent of holders of bonds. With the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or the rights of the holders of the bonds of the Fifteenth Series and/or the terms and provisions of the Mortgage may be modified or altered by such affirmative vote or votes of the holders of bonds then Outstanding as are specified in the Mortgage.

Any consent or waiver by the holder of this bond (unless effectively revoked as provided in the Mortgage) shall be conclusive and binding upon such holder and upon all future holders of this bond and of any bonds issued in exchange or substitution herefor, irrespective of whether or not any notation of such consent or waiver is made upon this bond or such other bond.

No reference herein to the Mortgage and no provision of this bond or of the Mortgage shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this bond in the manner, at the respective times, at the rate and in the currency herein prescribed.

The bonds are issuable as registered bonds without coupons in the denominations of $250,000 and integral multiples of $1,000 in excess thereof. At the office or agency to be maintained by the Company in The City of New York, New York, and in the manner and subject to the provisions of the Mortgage, bonds may be exchanged for a like aggregate principal amount of bonds of other authorized denominations, without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Subject to any legend that appears on this bond, this bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in The City of New York, New York, upon surrender of this bond, and upon payment, if the Company shall require it, of the transfer charges provided for in the Mortgage, and, thereupon, a new fully registered bond of the same series f or a like principal amount will be issued to the transferee in exchange hereof as provided in the Mortgage. The Company and the Trustees may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustees shall be affected by any notice to the contrary.

This bond is redeemable at the option of the Company as is provided in the Mortgage. This bond is also redeemable at the option of the owner upon the events, in the manner and at such redemption prices as are specified in the Mortgage.

No recourse shall be had for the payment of the principal of or interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

As provided in the Mortgage, this bond shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, Entergy New Orleans, Inc. has caused this bond to be signed in its corporate name by its Chairman of the Board, Chief Executive Officer, President or one of its Vice Presidents by his or her signature or a facsimile thereof, and its corporate seal to be impressed or imprinted hereon and attested by its Secretary or one of its Assistant Secretaries by his or her signature or a facsimile thereof.

Dated:

ENTERGY NEW ORLEANS, INC.

By:
Name:
Title:

Attest:

Name:
Title:

[FORM OF TRUSTEE'S

AUTHENTICATION CERTIFICATE]

TRUSTEE'S AUTHENTICATION CERTIFICATE

This bond is one of the bonds, of the series herein designated, described or provided for in the within-mentioned mortgage.

THE BANK OF NEW YORK,
as Trustee,

By:
Authorized Signatory

EX-10

Exhibit 10(a)

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT

AMONG

SYSTEM ENERGY RESOURCES, INC.,

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank and Funding Bank,

AND THE PARTICIPATING BANKS
NAMED HEREIN

DATED AS OF

MARCH 3, 2003

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of March 3, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time parties to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

WHEREAS, the Company entered into two Participation Agreements dated as of December 1, 1988, each among (i) the Company, (ii) Meridian Trust Company and Stephen M. Carta, for themselves and as Owner Trustees (the "Owner Trustee"), (iii) the Original Loan Participants, (iv) the GG1A Funding Corporation, as Funding Corporation, (v) Bankers Trust Company and Stanley Burg, for themselves and as Indenture Trustees (collectively, the "Indenture Trustee"), and (vi) each of Public Service Resources Corporation and Lease Management Realty Corporation IV, as applicable, as Owner Participant (each, an "Initial Owner Participant" and, collectively, the "Initial Owner Participants") and each relating to the acquisition of an undivided interest in the Grand Gulf Nuclear Station Unit No. 1 located in Claiborne County , Mississippi ("Unit 1") through a trust for the benefit of each such Initial Owner Participant (each, a "Participation Agreement" and, collectively, the "Participation Agreements"), each of which undivided interest was and continues to be leased to the Company pursuant to a Facility Lease dated as of December 1, 1988, among the Owner Trustee and the Company and for the benefit of each such Initial Owner Participant and its successors, as supplemented by a Lease Supplement dated as of April l, 1989 and as supplemented by a Lease Supplement dated as of January 1, 1994 (each, a "Facility Lease" and, collectively, the "Facility Leases");

WHEREAS, pursuant to the Amended and Restated Reimbursement Agreement, dated as of December 20, 1999 (as amended, supplemented or otherwise modified from time to time, the "Existing Reimbursement Agreement"), among the Company, The Bank of Tokyo-Mitsubishi, Ltd., as funding bank (the "Existing Funding Bank"), Union Bank of California, N.A., as documentation agent, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as administrating bank, and the participating banks named therein, the Existing Funding Bank issued to each of the Owner Participants (as defined in Section 1) an irrevocable letter of credit substantially in the form of Exhibit A thereto (the "Existing Letters of Credit");

WHEREAS, the Company has requested the Funding Bank to issue letters of credit to replace the Existing Letters of Credit; the Funding Bank is willing, subject to the terms and conditions of this Agreement, to issue to each Owner Participant a new irrevocable letter of credit substantially in the form of Exhibit A hereto (each a "Letter of Credit", and, collectively, the "Letters of Credit").

NOW, THEREFORE, the Funding Bank, the Administrating Bank, the Participating Banks and the Company hereby agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in Appendix A hereto. The following terms, as used herein, have the following respective meanings (such meanings to be applicable to both the singular and plural forms of the terms defined):

"Administrating Bank" has the meaning set forth in the preamble hereto.

"Aggregate Maximum Credit Amount" means $198,061,427.93.

"Agreement" means this Letter of Credit and Reimbursement Agreement, as the same may from time to time be amended, supplemented, restated or otherwise modified.

"Alternate Base Rate" means, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrating Bank in Los Angeles, California as the Union Bank Reference Rate; each change in the Prime Rate shall be effective on the date such change is announced. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrating Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. If the Administrating Bank shall have determined (which determination shall be conclusive absent manifest error) that it is unable to a scertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrating Bank to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Bank" means the Funding Bank or any Participating Bank.

"Board" means the Board of Governors of the Federal Reserve System of the United States.

"Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, or Los Angeles, California, are authorized or required by law to close.

"Cash Collateral Security Agreement" means the Cash Collateral Security Agreement, dated as of March 3, 2003, by the Company in favor of the Administrating Bank (for its benefit and the benefit of the Banks), substantially in the form of Exhibit G, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

"Closing Date" means March 3, 2003.

"Code" means the United States Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder, as the same may be amended from time to time.

"Collateral" has the meaning set forth in the Cash Collateral Security Agreement.

"Company" has the meaning set forth in the preamble hereto.

"Date of Drawing" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Early Termination" with respect to a Letter of Credit has the meaning set forth in such Letter of Credit.

"Date of Issuance" with respect to the Letters of Credit means the date on which the Letters of Credit are issued upon request of the Company pursuant to Section 7(a) hereof.

"Deemed Loss Event" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Disclosure Documents" means the following documents, all of which have been furnished to the Banks prior to the Closing Date: (i) the Annual Report on Form 10-K with respect to the Company for the year ended December 31, 2001; and (ii) the Quarterly Report on Form 10-Q with respect to the Company for the quarter ended September 30, 2002.

"Dollars" or "$" means lawful money of the United States of America.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" means, unless otherwise specified, an event defined as an Event of Default under the Facility Leases.

"Event of Loss" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Existing Funding Bank" has the meaning set forth in the preamble hereto.

"Existing Letters of Credit" has the meaning set forth in the preamble hereto and include (i) Irrevocable Transferable Letter of Credit No. 165-LCS-351108, in the stated amount of $36,061,469.99, in favor of Textron Financial Corporation, and (ii) Irrevocable Transferable Letter of Credit No. 165-LCS-351107, in the stated amount of $156,885,463.65, in favor of RCMC I, Inc., in each case issued by the Existing Funding Bank on December 20, 1999.

"Existing Reimbursement Agreement" has the meaning set forth in the preamble hereto.

"Facility Leases" has the meaning set forth in the preamble hereto.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrating Bank from three Federal funds brokers of recognized standing selected by it.

"Financing Documents" means, unless otherwise specified, the Collateral Trust Indenture and the Underwriting Agreement.

"Funding Bank" has the meaning set forth in the preamble hereto.

"Grand Gulf" means the Grand Gulf Nuclear Station located in Claiborne County, including Unit 1.

"Holding Company Act" means the Public Utility Holding Company Act of 1935, as amended.

"Indenture Event of Default" has the meaning assigned to that term in Appendix A to the Participation Agreements.

"Letter of Credit" has the meaning set forth in the preamble hereto.

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

"Maximum Available Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Available Credit Amount, as defined in such Letter of Credit.

"Maximum Credit Amount" with respect to any Letter of Credit means, at any date, the then Maximum Credit Amount, as defined in such Letter of Credit.

"Maximum Drawing Amount" with respect to a Letter of Credit means, at any date, the then Maximum Drawing Amount, as defined in such Letter of Credit.

"Notice of Drawing" means a notice substantially in the form of Exhibit B hereto.

"Owner Participant" means RCMC I, Inc. (formerly known as RCMC Del., Inc.), assignee in interest of Resources Capital Management Corporation, assignee in interest of Public Service Resources Corporation and/or Textron Financial Corporation, assignee in interest of Lease Management Realty Corporation IV, as the case may be, and their respective permitted successors and assigns.

"Owner Trustee" has the meaning set forth in the preamble hereto.

"Participant" has the meaning set forth in Section 23(a) hereof.

"Participating Banks" means the banks whose names are listed on the signature pages hereof under the heading "Participating Banks" and any other financial institution that shall have become a party hereto pursuant to an assignment and assumption agreement executed and delivered pursuant to Section 23(b), each being a "Participating Bank".

"Participation Agreements" has the meaning set forth in the preamble hereto.

"Participation Fee" has the meaning set forth in Section 3 hereof.

"Participation Percentage" with respect to a Participating Bank means the percentage set forth opposite such Participating Bank's name in Schedule 1 hereto or, in the case of a Participating Bank party to an assignment and assumption agreement executed and delivered to the Administrating Bank pursuant to Section 23(b), the percentage set forth opposite such Participating Bank's name in such assignment and assumption agreement.

"Participation Transfer Date" has the meaning set forth in Section 5(c) hereof.

"Participation Transfer Period" has the meaning set forth in Section 5(c) hereof.

"Person" means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

"Prepayment Event" has the meaning set forth in Section 13 hereof.

"Reimbursement Default" means any event or condition which constitutes a Reimbursement Event of Default or which with the giving of notice or the lapse of time or both would, unless cured or waived, become a Reimbursement Event of Default.

"Reimbursement Event of Default" has the meaning set forth in Section 13 hereof.

"Required Banks" means at any time Participating Banks whose aggregate Participation Percentages are equal to at least 66-2/3% at such time.

"SEC" means the Securities and Exchange Commission of the United States of America or any successor agency.

"Stated Expiration Date" means March 3, 2006.

"Subsidiary" means with respect to any Person (herein referred to as the "parent"), any corporation, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the ordinary voting power are, at the time any determination is being made, owned, controlled or held or (b) which is, at the time any determination is made, otherwise controlled (by contract or agreement or otherwise) by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Tax" and "Taxes" have the meanings set forth in Section 4(e) hereof.

"Termination Date" with respect to any Letter of Credit means the earliest of (A) 10:00 a.m. (New York time) on the Date of Early Termination (as defined in such Letter of Credit) applicable to such Letter of Credit, (B) 5:00 p.m. (New York time) on the date on which the Owner Participant to which such Letter of Credit is issued surrenders such Letter of Credit for cancellation to the Funding Bank as provided therein, (C) 5:00 p.m. (New York time) on the date on which the Funding Bank pays a Final Draw (as defined in such Letter of Credit), and (D) either (I) if a draft and certificate, all in strict conformity with the terms and conditions of such Letter of Credit, are presented after 10:00 a.m. (New York time) but prior to 5:00 p.m. (New York time) on the Stated Expiration Date, 5:00 p.m. (New York time) on the Business Day following the Stated Expiration Date, or otherwise (II) 5:00 p.m. (New York time) on the Stated Expiration Date.

"Transaction Documents" means this Agreement, the Participation Agreements, the Indentures, the Notes, the Facility Leases, the Letters of Credit and the Cash Collateral Security Agreement.

"Transferred Amount" has the meaning set forth in Section 5(c) hereof.

"Unit 1" has the meaning specified in the preamble hereto.

(b) The definitions in Section 1 shall apply equally to both the singular and plural forms of the terms defined. Unless otherwise specified herein, all accounting terms used herein shall be interpreted in accordance with generally accepted accounting principles, and all accounting determinations with respect to any Person required to be made hereunder shall be made, and all financial statements of any Person required to be delivered hereunder shall be prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by such Person's independent public accountants) with the most recent audited consolidated financial statements of such Person and its Subsidiaries delivered to the Banks. As used herein, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".

SECTION 2. Reimbursement. (a) Reimbursement by Company. The Company hereby agrees to pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the fifth Business Day following the Business Day on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, (i) a sum equal to such amount so paid by the Funding Bank plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Funding Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.

(b) Application of Payments. Any payment made by the Company pursuant to subsection (a) above of less than all amounts owed to the Funding Bank pursuant thereto shall be applied first to interest owed pursuant thereto and second to the amount of the unreimbursed drawings under the Letters of Credit; provided, however, that if, at the time of any payment made by the Company pursuant to subsection (a) above, there shall be amounts due from the Company pursuant to subsection (a) above with respect to more than one Letter of Credit, such payment shall be applied to all such Letters of Credit pro rata (in the above-mentioned order of priority) in accordance with the proportion that the aggregate amount due from the Company pursuant to subsection (a) above with respect to each such Letter of Credit bears to the aggregate amount due from the Company pursuant to subsection (a) above with respect to all such Letters of Credit.

(c) Default Interest. Any amounts payable by the Company hereunder that are not paid when due shall (to the fullest extent permitted by law) bear interest, from the date when due until paid in full, at the Alternate Base Rate plus 2% per annum, payable on demand.

(d) Evidence of Indebtedness. Each Bank shall maintain, in accordance with its usual practice, an account or accounts evidencing the indebtedness of the Company resulting from each drawing under a Letter of Credit and the amounts of principal and interest payable and paid from time to time to such Bank hereunder.

SECTION 3. Fees. The Company agrees to pay to the Administrating Bank (a) for the account of each Participating Bank, a fee with respect to each Letter of Credit (a "Participation Fee") equal to 0.125% per annum of the product of (i) such Participating Bank's Participation Percentage and (ii) the Maximum Drawing Amount applicable to such Letter of Credit, from and including the Date of Issuance of such Letter of Credit to but excluding the Termination Date of such Letter of Credit, payable quarterly in arrears on each April 15, July 15, October 15 and January 15 (commencing April 15, 2003), and on such Termination Date; and (b) for the account of the Administrating Bank, fees computed and payable in accordance with the terms of the letter agreement, dated the date hereof, between the Administrating Bank and the Company. Upon receipt from the Company of fees payable in accordance with the provisions of clause (a) above, the Administrating Bank agrees to promptly pay to the account of each Participating Bank the fees paid to it for the account of such Participating Bank pursuant to such clause (a).

SECTION 4. Change in Circumstances. (a) If, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against letters of credit issued by or participated in or assets of, or deposits with or for the account of, any Bank or shall impose on any Bank any other condition regarding this Agreement or the Letters of Credit and the result of the foregoing shall be to increase the cost to such Bank of issuing, maintaining or participating in any of the Letters of Credit or any drawing thereunder (which increase in cost shall be the result of such Bank's reasonable allocation of the aggregate of such cost increases resulting from such events), then, within 15 days after demand by such Bank, the Company agrees to pay to such Bank all additional amounts that are necessary to compensate such Bank for such increased cost incurred by such Bank.

(b) If any Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" (the "Basle Report"), or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any lending office of any Bank) or any Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or under or in connection with any Letter of Credit to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank to be material, then, within 15 days after demand by such Bank, the Company shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered. Notwithstanding the foregoing, any risk-based capital standard adopted and publicly announced prior to the Closing Date (regardless of the date on which compliance with such standard is required), shall not be considered a basis for imposing additional costs on the Company under this subsection (b).

(c) The Company agrees that all payments made by the Company hereunder to any Bank shall be made free and clear of, and without reduction for or on account of, any stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever hereafter imposed, levied, collected, withheld or assessed by any country (or by any political subdivision or taxing authority thereof or therein), except for franchise taxes and changes in the rate of tax on the overall net income of the Banks (such nonexcluded taxes being called "Tax" or "Taxes"). If any Taxes are required to be withheld from any amounts payable by the Company to any Bank, the Company agrees that the amounts so payable to such Bank shall be increased to the extent necessary to yield to such Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in th is Agreement; provided that the Company shall not be obligated to pay such amounts for the benefit of such Bank with respect to any period in which such Bank has failed (x) to file any form or certificate that it was entitled to file which would have exempted such Bank from such Taxes or (y) to take other action which would entitle such Bank to an exemption from such Taxes, if such action would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to it. Whenever any Tax is paid by the Company, as promptly as possible thereafter, the Company shall send the applicable Bank a receipt or other evidence of payment thereof.

(d) A certificate as to the nature of the occurrence giving rise to, and the calculation of, compensation to the Funding Bank, a Participating Bank or a Participant pursuant to subsections (a) and (b) of this Section 4 shall be submitted by the Funding Bank, such Participating Bank or such Participant to the Administrating Bank. Such certificate shall be submitted by the Administrating Bank to the Company and shall be conclusive evidence (absent demonstrable error) as to the amount thereof. Each such certificate shall provide the identity of the Funding Bank, such Participating Bank or such Participant.

(e) The Company agrees that each Participating Bank and each Participant shall have the same rights and obligations under this Section 4 with respect to its respective participation to the same extent as if such Participating Bank or Participant were named instead of the Funding Bank in this Section 4.

(f) In the event any Participating Bank gives a notice with respect to it or any of its Participants pursuant to Section 4(d) hereof, the Company may require, at its expense, such Bank to assign all its Participation Percentage of the Letters of Credit and all its rights and obligations hereunder to a financial institution specified by the Company (a "Substitute Bank"); provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other governmental agency or instrumentality, (ii) the Company shall have received the written consent of the Funding Bank and the Administrating Bank (which consent, in the case of the Administrating Bank, shall not unreasonably be withheld) to such assignment and (iii) the Company shall have paid to such assignor Bank all monies accrued and owing hereunder to it. The Substitute Bank shall execute a counterpart of this Agreement and such additional amendments, agreemen ts, instruments and documents as may be reasonably requested by the Administrating Bank.

(g) In the event the Funding Bank gives a notice with respect to itself pursuant to Section 4(d) hereof, the Company may replace such Funding Bank with a financial institution specified by the Company (a "Substitute Funding Bank"); provided that (i) such replacement shall not conflict with or violate any law, rule or regulation or order of any court or other government agency or instrumentality, (ii) the Company shall have received the written consent of the Owner Trustee and the Owner Participants to such substitution, and the Company shall have taken all other applicable actions required under the Transaction Documents, and (iii) the Company shall have paid to the Funding Bank all monies accrued and owing hereunder to it. The Substitute Funding Bank shall execute a counterpart of this Agreement and such additional amendments, agreements, instruments and documents as may be reasonably requested by the Administrating Bank.

SECTION 5. Participations. (a) By the issuance of a Letter of Credit and without any further action on the part of the Funding Bank or any Participating Bank in respect thereof, the Funding Bank shall be deemed to have granted to each Participating Bank, and each Participating Bank hereby shall be deemed to have acquired from the Funding Bank, a participation in such Letter of Credit equal to such Participating Bank's Participation Percentage of the Maximum Credit Amount of such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Participating Bank hereby absolutely and unconditionally agrees to pay to the Funding Bank, in accordance with this Section 5, such Participating Bank's Participation Percentage of each payment made by the Funding Bank of a draft under a Letter of Credit. Upon payment of a draft under a Letter of Credit, the Funding Bank shall promptly give telephonic notice (to be fol lowed by delivery by telecopy of a Notice of Drawing) to each Participating Bank of the date and amount of such payment. If such Notice of Drawing is received by a Participating Bank after 12:30 p.m. (New York time) such notice shall be deemed to have been received on the next Business Day. With respect to each Participating Bank, promptly upon receipt of such Notice of Drawing but in any event no later than 3:00 p.m. (New York time) on the date on which such Participating Bank shall have received or shall be deemed to have received such Notice of Drawing from the Funding Bank, such Participating Bank shall pay to the Funding Bank an amount equal to the product of (A) such Participating Bank's Participation Percentage and (B) the amount of the payment made by the Funding Bank on such draft; provided, however, that, with respect to the payment of any draw on a Letter of Credit, the Funding Bank shall not require such Participating Bank to pay (exclusive of interest) an amount greater than the product of (x) such Participating Bank's Participation Percentage and (y) the lesser of (m) the Maximum Available Credit Amount of such Letter of Credit immediately prior to adjustment for payment by the Funding Bank of such draw and (n) the Maximum Drawing Amount of such Letter of Credit immediately prior to adjustment of the Maximum Drawing Amount of such Letter of Credit for payment by the Funding Bank of such draw; provided further, that each Participating Bank shall not be obligated to make any payment to the Funding Bank pursuant to this subsection (a) with respect to any wrongful payment under any Letter of Credit as a result of the gross negligence or willful misconduct of the Funding Bank. If payment of the amount due pursuant to the preceding sentence from a Participating Bank is received by the Funding Bank after 3:00 p.m. (New York time) on the date it is due, such Participating Bank agrees to pay to the Funding Bank along with its payment of the amount due pursuant to the preceding sente nce, interest on such amount at a rate per annum equal to (i) for the period from and including the Business Day such payment is due to but excluding the next succeeding Business Day, the Federal Funds Effective Rate and (ii) for the period from and including the Business Day next succeeding the date such payment is due to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. The Funding Bank agrees to give prompt written notice to a Participating Bank if the Funding Bank does not receive the payment required by this subsection (a) from such Participating Bank on the date on which such payment was due from such Participating Bank. Any action taken or omitted to be taken (other than at the direction of the Participating Banks) which has the effect of extending a Letter of Credit beyond its Termination Date shall constitute gross negligence of the Funding Bank and shall release each Participating Bank from its obligation set forth in this subsection (a) to reimbur se the Funding Bank for the payment of a drawing on such Letter of Credit.

(b) Each Participating Bank acknowledges and agrees that its obligation to make the payments specified in Section 5(a) hereof and the right of the Funding Bank to receive the same, in the manner specified therein, are absolute and unconditional (except as set forth in said Section 5(a)) and shall not be affected by any circumstances whatsoever, including, without limitation (i) the occurrence and continuance of any Event of Default under any of the Facility Leases, (ii) any Reimbursement Default or Prepayment Event hereunder, (iii) any breach or default by the Company, the Administrating Bank or any Participating Bank hereunder, (iv) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents, (v) any amendment or waiver of or any consent to departure from the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents; (vi) the existence of any cl aim, setoff, defense or other right which the Participating Banks may have at any time against the Company, the Owner Participants or the Owner Trustee (or any persons for whom any of the foregoing may be acting), the Funding Bank, the Administrating Bank, any other Participating Bank, or any other Person, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided, that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (vii) any statement or other document presented under the Letters of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatever; (viii) payment by the Funding Bank under any Letter of Credit against presentation of a draft or a certificate which does not comply with the terms of such Letter of Cr edit; or (ix) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing; provided, however, that with regard to this Section 5(b), the Participating Banks shall have no obligation to make, and the Funding Bank shall have no right to receive, payments that result from the gross negligence or wilful misconduct of the Funding Bank.

(c) Upon receipt of a payment from the Company pursuant to Section 2 hereof, the Funding Bank or the Administrating Bank (as the case may be) shall promptly transfer to each Participating Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of such payment based on such Participating Bank's pro rata share (determined as aforesaid) of amounts paid pursuant to Section 5(a) hereof, and not previously reimbursed by the Company pursuant to Section 2 hereof, provided, however, that if a Participating Bank shall fail to pay to the Funding Bank any amount required by Section 5(a) hereof on the Business Day following the date on which such payment was due from such Participating Bank and the Company shall not have reimbursed the Funding Bank for such amount pursuant to Section 2 hereof (such unreimbursed amount being hereinafter referred to as the "Transferred Amount"), the Fundi ng Bank shall be deemed to have purchased, on such following Business Day (a "Participation Transfer Date") from such Participating Bank, a participation in such Transferred Amount and shall be entitled, for the period from and including the Participation Transfer Date to the earlier of (i) the date on which the Company shall have reimbursed the Funding Bank for such Transferred Amount and (ii) the date on which such Participating Bank shall have reimbursed the Funding Bank for such Transferred Amount (the "Participation Transfer Period"), to the rights, privileges and obligations of a "Participating Bank" under this Agreement with respect to such Transferred Amount; provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement by such Participating Bank of the Funding Bank with respect to the related Transferred Amount pursuant to subsec tion (a) above, the Funding Bank shall receive any payment from the Company pursuant to Section 2 hereof, the Funding Bank shall not be obligated to pay any amounts to such Participating Bank, and the Funding Bank shall retain such amounts (including, without limitation, interest payments due from the Company pursuant to Section 2 hereof) for its own account as a Participating Bank; provided that all such amounts shall be applied in satisfaction of the unpaid amounts (including, without limitation, interest payments due from such Participating Bank pursuant to Section 5(a) hereof) due from such Participating Bank with respect to such Transferred Amount; and, provided further, that if, at any time after the occurrence of a Participation Transfer Date with respect to any Participating Bank and prior to the reimbursement of the Funding Bank by such Participating Bank or the Company, such Participating Bank shall have (i) voluntarily dissolved, (ii) appointed a receiver, (iii) suffered the a ppointment of a receiver who takes possession of its books, records and assets, commences to collect all dues and claims and to sell all property of such Participating Bank, or (iv) suffered the appointment of a conservator, the Funding Bank shall thereafter be entitled to retain such participation for its own account. All payments due to the Participating Banks from the Funding Bank pursuant to this subsection (c) shall be made to the Participating Banks if, as, and to the extent possible, when the Funding Bank receives payments in respect of drawings under the Letters of Credit pursuant to Section 2 hereof, and in the same funds in which such amounts are received; provided that if any Participating Bank to whom the Funding Bank is required to transfer any such payment (or any portion thereof) pursuant to this subsection (c) does not receive such payment (or portion thereof) prior to 3:00 p.m. (New York time) on the Business Day on which the Funding Bank received such payment from the Company (which payment, if received by the Funding Bank after 2:00 p.m. (New York time) on any Business Day, shall be deemed, for the purposes of this proviso, to have been received on the next succeeding Business Day), the Funding Bank agrees to pay to such Participating Bank, along with its payment of the portion of such payment due to such Participating Bank, interest on such amount at a rate per annum equal to (i) for the period from and including such Business Day to but excluding the next succeeding day, the Federal Funds Effective Rate and (ii) for the period from and including the date next succeeding such Business Day to but excluding the date such amount is paid in full, the Alternate Base Rate plus 2%. If, in connection with any case or other proceeding seeking liquidation, reorganization or other relief with respect to the Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, the Funding Bank shall be required to return to the Company, or to any trustee, receiver, liquidator, custodian or other similar official all or any portion of such payments or interest, each Participating Bank shall, upon demand of the Funding Bank, forthwith return to the Funding Bank any amounts transferred to such Participating Bank by the Funding Bank in respect thereof pursuant to this subsection (c).

(d) The Funding Bank will exercise and give the same care and attention to the Letters of Credit as it gives to its other letters of credit and similar obligations, and each Participating Bank agrees that the Funding Bank's sole liability to each Participating Bank shall be (i) to distribute promptly, as and when received by the Funding Bank, and in accordance with the provisions of subsection (c) above, such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any payments to the Funding Bank by the Company pursuant to Section 2 hereof in respect of drawings under the Letters of Credit, (ii) to exercise or refrain from exercising any right or to take or to refrain from taking any action under this Agreement or any Letter of Credit as may be directed in writing by the Required Banks (or such higher percentage of Banks as may be otherwise expressly required under this Agreement) or the Administrating Bank acting on behalf of such Banks and (iii) as otherwise expressly set forth herein. The Funding Bank shall not be liable for any action taken or omitted at the request or with approval of the Required Banks or of the Administrating Bank acting on behalf of the Required Banks or for the nonperformance of the obligations of any other party under this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other document contemplated hereby or thereby. Without in any way limiting any of the foregoing, the Funding Bank may rely upon the advice of counsel concerning legal matters and upon any written communication or any telephone conversation which it believes to be genuine or to have been signed, sent or made by the proper person and shall not be required to make any inquiry concerning the performance by the Company, the Owner Trustee, any Owner Participant or any other Person, of any of their respective obligations and liabilities under or in respect of this Agreement, the other Transact ion Documents, the Financing Documents or any other documents contemplated hereby or thereby. The Funding Bank shall not have any obligation to make any claim, or assert any Lien, upon any property held by the Funding Bank or assert any offset thereagainst; provided that the Funding Bank shall, if so directed by the Required Banks or the Administrating Bank acting on behalf of the Required Banks, have an obligation to make a claim, or assert a Lien, upon property held by the Funding Bank in connection with this Agreement or assert an offset thereagainst. The Funding Bank may accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of banking or trust business with the Company or any of its Affiliates, or any other Person, and receive payment on such loans or extensions of credit and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect. Without l imiting any of the foregoing, the Funding Bank agrees that (x) it will not give notice of a Date of Early Termination under a Letter of Credit without a writing executed by the Required Banks or executed by the Administrating Bank on behalf of the Required Banks directing it to give such notice (which writing shall specify the Date of Early Termination to be given in such notice) and (y) if a Reimbursement Event of Default or Prepayment Event has occurred and is continuing, upon receipt of such a writing, it will give such notice as provided in such Letter of Credit.

(e) The Funding Bank makes no representation and shall have no responsibility with respect to: (i) the genuineness, legality, validity, binding effect or enforceability of this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (ii) the truthfulness and accuracy of any of the representations contained in this Agreement, any of the other Transaction Documents, any of the Financing Documents or any other documents contemplated hereby or thereby; (iii) the collectability of any amounts due under this Agreement; (iv) the financial condition of the Company or any other Person; and (v) any act or omission of any Owner Participant with respect to its use of any Letter of Credit. Each Participating Bank acknowledges and agrees that such Participating Bank has been, and will continue to be, solely responsible for making its own independent appraisal of and investigation into the financial condition, affairs, status and nature of the Company and for making its own credit decision in taking or not taking any action, including, without limitation, entering into this Agreement.

(f) To the extent that the Funding Bank is not reimbursed and indemnified by the Company under Section 20, Section 21 or Section 22 hereof, each Participating Bank severally agrees to reimburse and indemnify the Funding Bank on demand, pro rata in accordance with such Participating Bank's Participation Percentage, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Funding Bank, in any way relating to or arising out of the Letters of Credit or this Agreement, or any action taken or omitted by the Funding Bank under or in connection with this Agreement or the Letters of Credit; provided, however, that such Participating Bank shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Funding Bank's gross negligence or wilful misconduct or from the Funding Bank's failure to refrain from exercising or to exercise any right or to refrain from taking or to take any action under this Agreement or the Letters of Credit, as directed in writing by the Required Banks or by the Administrating Bank acting on behalf of the Required Banks; and provided further that such Participating Bank shall not be liable to the Funding Bank or any other Participating Bank for the failure of the Company to reimburse the Funding Bank or any other Participating Bank for any drawing made under a Letter of Credit, with respect to which such Participating Bank has paid the Funding Bank such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage), or for the Company's failure to pay interest thereon. Each Participating Bank's obligations under this subsection (f) shall survive the termination of this Agreement and the Letters of Credit. N othing in this subsection (f) is intended to limit any Participating Bank's reimbursement obligation contained in subsection (a) above.

(g) Each Participating Bank agrees that it will promptly (i) notify the Administrating Bank of any occurrence giving rise to a right to compensation to such Participating Bank pursuant to Section 4 hereof and (ii) submit to the Administrating Bank a certificate detailing such occurrence giving rise thereto and the calculation of the amount of compensation with respect thereto. The Administrating Bank agrees to present promptly such certificate to the Company in accordance with Section 4 hereof.

(h) Each Participating Bank agrees that if it should receive any amount in respect of its participation other than from the Funding Bank or the Administrating Bank (as the case may be) pursuant to subsection (c) above and other than as contemplated by Section 3, Section 4, Section 17(a), Section 21, or Section 22 hereof, such Participating Bank will remit all of the same to the Administrating Bank to distribute to the Participating Banks pro rata in accordance with their Participation Percentages.

SECTION 6. Payments. (a) All payments by the Company or the Participating Banks to the Funding Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds to the Funding Bank's account maintained with the Administrating Bank for such purpose, or to such other account as the Funding Bank shall notify the Company and each Participating Bank in writing. All payments by the Funding Bank, the Company, or the Administrating Bank to a Participating Bank shall be made in lawful currency of the United States and in immediately available funds at the address of such Participating Bank set forth below the name of such Participating Bank on the signature pages hereof, or at such other address as any Participating Bank shall notify each of the Funding Bank, the Company, and the Administrating Bank in writing. All payments by the Company or the Banks to the Administrating Bank pursuant to this Agreement shall be made in lawful currency of the United States and in immediately available funds at the address of the Administrating Bank set forth below its name on the signature pages hereof, or at such other address as the Administrating Bank shall notify the Company and each Bank in writing.

(b) Whenever any payment under this Agreement shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day, and any interest payable thereon shall be payable for such extended time at the specified rate.

(c) Interest payable under Sections 2(a), 2(c), 5(a) and 5(c) hereof and the fees payable under Section 3 hereof shall be computed on the basis of a year of 365 or 366 days (as applicable) and paid for the actual number of days elapsed (including the first day but excluding the last day).

(d) Except as otherwise expressly provided in Section 3, 4 or 5 hereof, all payments hereunder from the Company to the Participating Banks, from the Funding Bank or the Administrating Bank to the Participating Banks, from the Participating Banks to the Funding Bank and from the Participating Banks to the Administrating Bank shall be made pro rata among the Participating Banks in accordance with the Participation Percentages of such Participating Banks.

SECTION 7. Issuance of the Letters of Credit; Conditions Precedent to Issuance. (a) Subject to satisfaction of the conditions precedent set forth in subsections (b), (c) and (d) of this Section 7, the Funding Bank shall issue the Letters of Credit to the beneficiaries in the amounts set forth in Schedule 2 hereto (which amounts in the aggregate do not exceed the Aggregate Maximum Credit Amount) on the date set forth in the notice referred to in Section 7(b)(xiv) hereof (such date or such later date on which the conditions precedent are satisfied and such Letters of Credit are issued being herein called the "Date of Issuance" of the Letters of Credit). All of such Letters of Credit shall be issued simultaneously. Each Letter of Credit shall be effective on its Date of Issuance and shall expire on the Termination Date applicable to such Letter of Credit.

(b) As a condition precedent to the issuance of each Letter of Credit, the Administrating Bank and each Bank shall have received on or before the Date of Issuance of the Letters of Credit the following, each dated such date except as described in the last paragraph of this subsection (b), in form and substance satisfactory to each Bank:

(i) an opinion of Thelen Reid & Priest LLP, as New York counsel to the Company, substantially in the form of Exhibit C hereto;

(ii) an opinion of Wise Carter Child & Caraway, Professional Association, as Mississippi counsel to the Company, substantially in the form of Exhibit D hereto;

(iii) an opinion of Friday, Eldredge & Clark, LLP, as Arkansas counsel to the Company, substantially in the form of Exhibit E hereto;

(iv) an opinion of Hughes Hubbard & Reed LLP, special counsel for the Funding Bank, substantially in the form of Exhibit F hereto;

(v) copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which the Company is a party, certified by the Secretary or an Assistant Secretary of the Company (which certificate shall state that such resolutions are in full force and effect on the Date of Issuance of the Letters of Credit and have not been modified, rescinded or amended since the date of adoption thereof);

(vi) certified copies of all approvals, authorizations, orders or consents of, or notices to or registrations with, any governmental body or agency required for the Company to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and of all such approvals, authorizations, orders, consents, notices or registrations required to be obtained or made prior to the Date of Issuance of the Letters of Credit in connection with the transactions contemplated by any of the Transaction Documents or any of the Financing Documents to which the Company is a party;

(vii) a certificate as to the good standing of the Company, as of a recent date, from (A) the Secretary of State of the State of Arkansas and (B) the Secretary of State of the State of Mississippi;

(viii) (i) a certificate of the Secretary or Assistant Secretary of the Company certifying (A) that attached thereto is a true and complete copy of the by-laws of the Company as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (v) above, (B) that (x) attached thereto is a true and complete copy of the articles of incorporation, including all amendments thereto, of the Company and (y) that such articles of incorporation have not been amended since the date of the last amendment thereto, and (C) as to the incumbency and specimen signature of each officer executing this Agreement, the Cash Collateral Security Agreement or any other document or certificate delivered in connection herewith on behalf of the Company; and (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.

(ix) the Cash Collateral Security Agreement, duly executed by the Company;

(x) a copy of each Disclosure Document;

(xi) each of the Existing Letters of Credit, each together with a surrender certificate in the form of Exhibit 7 thereto duly executed by a duly authorized representative of the applicable Owner Participant;

(xii) evidence that all obligations of the Company under the Existing Reimbursement Agreement have been satisfied in full and that the Existing Reimbursement Agreement has been terminated;

(xiii) such other documents, instruments, approvals (and, if requested by any Bank, certified duplicates of executed copies thereof) or opinions as any Bank may reasonably request in writing; and

(xiv) a written notice with respect to each Letter of Credit of the proposed Date of Issuance of such Letter of Credit signed by the Company and the Owner Participant to which such Letter of Credit shall be issued.

The parties hereto acknowledge that (1) the resolutions of the Board of Directors of the Company described in clause (v) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes and the Facility Leases and (2) all approvals, consents and other documents described in clause (vi) of this subsection (b) with respect to the Participation Agreements, the Indentures, the Notes, the Facility Leases and the Financing Documents were previously delivered in 1988 to the banks party to the Reimbursement Agreement, dated as of December 1, 1988, among the Company, Chemical Bank, as administrating bank, The Fuji Bank, Limited, as funding bank, and the participating banks named therein, and that such documents will not be required to be redelivered in connection with this Agreement.

(c) The following statements shall be true and correct on the Date of Issuance of the Letters of Credit and the Administrating Bank and each Bank shall have received on such Date of Issuance a certificate signed by a duly authorized officer of the Company dated such Date of Issuance, stating that:

(i) the representations and warranties contained in Section 10 hereof and in Section 8 of the Cash Collateral Security Agreement are true and correct on and as of such Date of Issuance as though made on and as of such date; and

(ii) no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall have occurred and be continuing and no Reimbursement Default, Prepayment Event, Event of Default, Indenture Event of Default, Event of Loss or Deemed Loss Event shall result from the issuance of the Letters of Credit.

(d) On or before the Date of Issuance of the Letters of Credit:

(i) each of the Transaction Documents shall have been duly authorized and executed by the respective parties thereto and shall be in full force and effect;

(ii) the Administrating Bank shall have received executed copies (or duplicates thereof) of each of the Transaction Documents, each of which shall be in form and substance satisfactory to the Administrating Bank and the Banks;

(iii) all conditions precedent to the Closing set forth in Section 5(b) of the Participation Agreements executed by the Owner Participants to which such Letters of Credit are to be issued shall have been fulfilled (other than those conditions requiring issuance of such Letters of Credit and delivery of opinions with respect thereto by counsel to the Funding Bank); and

(iv) all Fees required to be paid pursuant to Section 3 on the Closing Date shall have been received by the Administrating Bank, the Funding Bank and the other Participating Banks, as applicable.

The parties hereto acknowledge that the Participation Agreements, the Indentures, the Notes and the Facility Leases described in clause (ii) of this subsection (d) were previously delivered to the Administrating Bank and that such documents will not be required to be redelivered to the Administrating Bank in connection with this Agreement.

SECTION 8. Adjustment of Maximum Drawing Amounts and Maximum Available Credit Amounts; Terms of Drawing. The Maximum Drawing Amount and Maximum Available Credit Amount applicable to a given Letter of Credit shall be subject to modification as specified in such Letter of Credit and drawings under each Letter of Credit shall be subject to the other terms and conditions set forth in such Letter of Credit. If an Owner Participant exercises its right under Paragraph 5 of the Letter of Credit to revise Schedule 11 thereto, the Funding Bank shall notify the Administrating Bank of such event and will provide to the Administrating Bank a copy of such revised Schedule, and the Administrating Bank shall provide copies of such Schedule to the Participating Banks.

SECTION 9. Obligations Absolute. The payment obligations of the Company under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:

(a) any lack of validity or enforceability of any Letter of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(b) any amendment or waiver of or any consent to departure from all or any of the Letters of Credit, this Agreement, any of the other Transaction Documents or any of the Financing Documents;

(c) the existence of any claim, setoff, defense or other rights which the Company may have at any time against any of the Owner Participants or the Owner Trustee, the Funding Bank, the Administrating Bank, any Participating Bank, or any other Person or entity, whether in connection with this Agreement, the other Transaction Documents, the Financing Documents or any other documents contemplated hereby or thereby or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(d) any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(e) payment by the Funding Bank under any Letter of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

SECTION 10.  Representations and Warranties. The Company represents and warrants as follows:

(a) Corporate Existence and Power. It is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Arkansas, is duly qualified to do business as a foreign corporation in and is in good standing under the laws of the State of Mississippi and each other state in which the ownership of its properties or the conduct of its business makes such qualification necessary except where the failure to be so qualified would not have a material adverse effect on its business or financial condition or its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) Corporate Authorization. The execution, delivery and performance by it of this Agreement and the Cash Collateral Security Agreement have been duly authorized by all necessary corporate action on its part and do not, and will not, require the consent or approval of its shareholders, or any trustee or holder of any indebtedness or other obligation of it.

(c) No Violation, etc. Neither the execution, delivery or performance by it of this Agreement or the Cash Collateral Security Agreement, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, conflicts or will conflict with, or results or will result in a breach or contravention of any of the provisions of its charter or by-laws or any Applicable Law, or any indenture, mortgage, lease or any other agreement or instrument to which it or any of its Affiliates is a party or by which its property or the property of any of its Affiliates is bound. There is no provision of its charter or by-laws, or any Applicable Law, or any such indenture, mortgage, lease or other agreement or instrument which materially adversely affects, or in the future is likely (so far as it now can foresee) to materially adversely affect, its ability to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(d) Governmental Actions. No Governmental Action is or will be required in connection with the execution, delivery or performance by the Company of, or the consummation by it of the transactions contemplated by, this Agreement or the Cash Collateral Security Agreement, except such Governmental Actions (i) as have been, or on or before the Closing Date will have been, duly obtained, given or accomplished and (ii) as may be required under Applicable Law not now in effect. No Governmental Action by any Governmental Authority, (I) under the Securities Act, the Securities Exchange Act, the Trust Indenture Act, the Federal Power Act, the Atomic Energy Act, the Nuclear Waste Act, the Holding Company Act, Title 77 of the Mississippi Code of 1972, Subtitle 1 of Title 23 of the Arkansas Code of 1987, Title 45 of the Revised Code of Louisiana of 1957, or (II) relating to energy or nuclear matters, public utilities, the environment, or health and safety in connection with Grand Gulf , is or will be required (a) in connection with the participation by the Administrating Bank or any Bank in the consummation of the transactions contemplated by this Agreement or the Cash Collateral Security Agreement, or (b) to be obtained by the Administrating Bank or any Bank during the Lease Term, except such Governmental Actions of the character previously referred to in this sentence (1) as have been, or on or before the date hereof will have been, duly obtained, given or accomplished and (2) as may be required by Applicable Law not now in effect. None of the Governmental Actions referred to in clause (i) of the first sentence of this Section 10(d) or in clause (b)(1) of the second sentence of this Section 10(d) are the subject of appeal or reconsideration or other review, and the time in which to make an appeal or request the review or reconsideration of any such Governmental Action has expired without any appeal or request for review or reconsideration having been taken or made.

(e) Execution and Delivery. This Agreement and the Cash Collateral Security Agreement have been duly executed and delivered by it, and each of this Agreement and the Cash Collateral Security Agreement is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, however, to the application by a court of general principles of equity and to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' or lessors' rights generally.

(f) Litigation. Except as disclosed in the Disclosure Documents, there is no pending or threatened action or proceeding affecting the Company before any court, governmental agency or arbitrator, as to which there is a reasonable possibility of an adverse determination that could affect the validity of this Agreement or the Cash Collateral Security Agreement, or materially and adversely affect any of the related transactions, or as to which there is a reasonable likelihood of an adverse determination that could materially and adversely affect the ability of the Company to perform its obligations under this Agreement or the Cash Collateral Security Agreement.

(g) Material Adverse Change. The consolidated balance sheet of the Company as at December 31, 2001, and the related consolidated statements of income, retained earnings and changes in financial position certified by Deloitte & Touche LLP, independent public accountants, and the most recent consolidated balance sheet of the Company and the related consolidated statements of income and changes in financial position which have been furnished to each Bank, present fairly the consolidated financial position of such companies as at such dates and the consolidated results of the operations of such companies for the periods ended on such dates, in accordance with generally accepted accounting principles consistently applied. Since December 31, 2001, there has been no material adverse change in the consolidated financial condition, business, properties, operations or prospects of the Company, except as disclosed in the Disclosure Documents to the parties hereto prior to the execution of this Agreement.

SECTION 11.  Affirmative Covenants. The Company agrees that during the term of this Agreement it will:

(a) Preservation of Corporate Existence, etc. (i) Without limiting the right of the Company to merge with or into or consolidate with or into any other corporation or entity in accordance with the provisions of Section 12(a) hereof, preserve and maintain its corporate existence in the state of its incorporation and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is reasonably necessary in view of its business and operations or the ownership of its properties and (ii) preserve, renew and keep in full force and effect the rights, privileges and franchises necessary or desirable in the normal conduct of its business.

(b) Compliance with Laws, etc. Comply, and cause each of its Subsidiaries to comply, in all material respects with all applicable laws, rules, regulations, and orders of any governmental authority, the noncompliance with which would materially and adversely affect the business or condition of it and its Subsidiaries, taken as a whole, such compliance to include, without limitation, paying before the same become delinquent all material taxes, assessments and governmental charges imposed upon it or upon its property, except to the extent compliance with any of the foregoing is then being contested in good faith.

(c) Maintenance of Insurance, etc. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations or through its own program of self-insurance in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company operates and furnish to the Administrating Bank, within a reasonable time after written request therefor, such information as to the insurance carried as the Administrating Bank may reasonably request.

(d) Inspection Rights. At any reasonable time and from time to time as the Administrating Bank or any Participating Bank may reasonably request, (i) permit the Administrating Bank or such Participating Bank or any agents or representatives thereof to visit the properties of the Company and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company and any of its Subsidiaries with any of their respective officers, and (ii) provide reasonable access to the financial records of the Company and any of its Subsidiaries which are generally made available to the Company's other bank creditors; provided, however, that the Company reserves the right to restrict access to any of its generating facilities in accordance with reasonably adopted procedures relating to safety and security. The Administrating Bank and each Participating Bank agree to use reasonable efforts to ensure that any information concerning the Company or any of its Subsi diaries obtained by the Administrating Bank or such Participating Bank pursuant to this Section which is not contained in a report or other document filed with the SEC which is publicly available, distributed by the Company to its security holders or otherwise generally available to the public, will, to the extent permitted by law and except as may be required by valid subpoena or in the normal course of the Administrating Bank's or such Participating Bank's business operations (which shall include such Participating Bank's sharing of its liability under the Letters of Credit with other banks), be treated confidentially by the Administrating Bank or such Participating Bank and will not be distributed or otherwise made available by the Administrating Bank or such Participating Bank to any Person, other than the Administrating Bank's or such Bank's employees, authorized agents or representatives.

(e) Keeping of Books. Keep, and cause each Subsidiary to keep, proper books of record and account in which entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles.

(f) Maintenance of Properties. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are used or which are useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, it being understood that this covenant relates only to the good working order and condition of such properties and shall not be construed as a covenant of the Company or any of its Subsidiaries not to dispose of such properties by sale, lease, transfer or otherwise.

(g) Reporting Requirements. Furnish, or cause to be furnished, to the Administrating Bank, with sufficient copies for each Bank, the following:

(i) within five days after an officer has knowledge about the occurrence of a Reimbursement Default or Prepayment Event or an Event of Default or an Indenture Event of Default, the statement of an authorized officer of the Company setting forth details of such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default and the action which the Company has taken or proposes to take with respect thereto;

(ii) promptly after the sending or filing thereof and, with respect to Reports on Form 10-Q in any event within 60 days after the close of each of the first three quarters in each fiscal year, copies of all reports which the Company sends to its Securityholders generally, and copies of all reports on Form 10-K, Form 10-Q or Form 8K which the Company or any of its Subsidiaries files with the SEC;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a copy of the annual report in the form required for reporting to the SEC for such year for the Company and its Subsidiaries, containing financial statements for such year accompanied by an opinion of Deloitte & Touche LLP or other independent public accountants of recognized national standing;

(iv) concurrently with the delivery of the financial statements specified in clauses (ii) and (iii) above, a certificate of the chief financial officer, treasurer, assistant treasurer or controller of the Company stating whether he has any knowledge of the occurrence at any time prior to the date of such certificate of any Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default not theretofore reported pursuant to the provisions of clause (i) of this subsection (g) or of the occurrence at any time prior to such date of any such Reimbursement Default or Prepayment Event or Event of Default or Indenture Event of Default, except Reimbursement Defaults or Prepayment Events or Events of Default or Indenture Events of Default theretofore reported pursuant to the provisions of clause (i) of this subsection (g) and remedied, and, if so, stating the facts with respect thereto; and

(v) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries, including, without limitation, copies of all reports and registration statements which the Company or any Subsidiary files with the SEC or any national securities exchange, as the Administrating Bank or any Bank may from time to time reasonably request.

SECTION 12.  Negative Covenants. The Company agrees that, during the term of this Agreement, it will not:

(a) Mergers, etc. Merge with or into or consolidate with or into any other corporation or entity, or sell, transfer, assign or otherwise dispose of all or substantially all of its assets, or permit any of its Subsidiaries to do any of the foregoing, unless (i) immediately after giving effect thereto, no event shall occur and be continuing which constitutes a Reimbursement Default or Prepayment Event, (ii) the consolidation, merger, sale, transfer, assignment or other disposition shall not materially and adversely affect the ability of the Company (or its successor by merger or consolidation as contemplated by clause (iii) of this Section 12(a)) to perform its obligations hereunder or under the Cash Collateral Security Agreement, (iii) in the case of any merger or consolidation to which the Company is a party, the corporation or entity formed by such consolidation or into which the Company shall be merged shall (A) assume the Company's obligations under this Agreement and the Cash Collateral Security Agreement in a writing satisfactory in form and substance to the Required Banks, and (B) provide to the Banks an opinion to the effect that the instrument of assumption complies with the terms hereof and constitutes a valid, legally binding and enforceable obligation of such corporation or entity.

(b) Assignment or Modification of Transaction Documents or Financing Documents. (i) Enter into any assignment of its obligations under any of the Transaction Documents or Financing Documents (except as contemplated herein or therein), without first obtaining the express prior written consent of the Required Banks thereto, (ii) cancel, terminate, supplement, modify, waive or consent to any cancellation, termination, amendment, supplement or modification (each, a "Modification") of any of the Transaction Documents or Financing Documents or any provisions thereof unless it has given the Banks prior notice thereof, and if such modification could materially and adversely affect the Required Banks' rights and interests hereunder or the ability of the Company to perform its obligations hereunder, the Required Banks have given their prior written consent within 15 Business Days and (iii) except as otherwise provided herein, enter into any Modification of this Section 12(b) without first obtaining the prior written consent of all Participating Banks.

SECTION 13.  Reimbursement Events of Default; Prepayment Events. The following events shall be "Reimbursement Events of Default" hereunder unless waived by the Required Banks pursuant to Section 14 hereof.

(i) the Company shall (a) fail to pay when due any amount payable under Section 2 hereof, (b) fail to pay any amount payable under Section 3 hereof within five (5) Business Days after the same shall become due, or (c) fail to observe or perform any covenant or agreement contained in the Cash Collateral Security Agreement; or

(ii) the Company shall violate any covenant contained in Section 12 hereof; or

(iii) the Company shall fail to observe or perform any covenant contained in Section 11(g)(i) hereof; or

(iv) the Company shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clauses (i), (ii) and (iii) above) for 30 days after written notice thereof has been given to the Company by the Administrating Bank or any Bank; or

(v) any representation, warranty, certification or statement made by the Company in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made; or

(vi) any material provision of this Agreement or the Cash Collateral Security Agreement shall at any time for any reason cease to be valid and binding upon the Company, or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company or any governmental agency or authority, or the Company shall deny that it has any or further liability or obligation under this Agreement or the Cash Collateral Security Agreement; or

(vii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Company or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, or (c) the winding-up or liquidation of the Company; and such proceeding or petition shall continue undismissed for 60 days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(viii) the Company shall (a) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (b) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (vii) above, (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing its or their inability or fail generally to pay its debts as they become due or (g) take any action for the purpose of effecting any of the foregoing; or

(ix) this Agreement or the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms; or the security interest or Lien purported to be created by the Cash Collateral Security Agreement shall for any reason cease to be, or be asserted by the Company not to be, a valid, first priority perfected security interest (subject to no Liens, except the Lien in favor of the Administrating Bank) in the Collateral.

The following event shall be a "Prepayment Event" hereunder unless waived by the Required Banks pursuant to Section 14 hereof: any change in Applicable Law or any Governmental Action (including revocation or modification of any required regulatory approval) shall occur which adversely affects, in other than immaterial ways, the obligations or ability of the Company, the Funding Bank, the Administrating Bank, any Participating Bank or any Participant to make any required payment under, or otherwise to perform, or the right or ability of any such Person to enforce its rights under, this Agreement or any of the other Transaction Documents, unless such result can be avoided by action which is within the control of and can be taken by a Bank or Participant within a reasonable period of time, and which is not adverse to the interests of or onerous to such Bank (and each Bank and Participant covenants with each other Bank and Participant to take any such action).

If a Reimbursement Event of Default or Prepayment Event occurs and is continuing, the Required Banks may, in their sole discretion, (1) by notice to the Company and the Owner Participants cause the Funding Bank to terminate the Letters of Credit of such Owner Participants as provided therein, (2) declare all principal amounts outstanding hereunder, all interest thereon and all other amounts payable hereunder to be due and payable within two Business Days after demand therefor by the Required Banks to the Company, whereupon all such principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable at such time, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company, and/or (3) exercise in respect of any or all of the Collateral, in addition to the other rights and remedies provided for herein and in the Cash Collateral Security Agreement or otherwise availab le to the Administrating Bank or the Banks, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other applicable jurisdiction; provided, however, that in the event of the occurrence of any Reimbursement Event of Default described in clause (vii) or clause (viii) above, all principal amounts outstanding hereunder, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

SECTION 14.  Amendments and Waivers. Subject to the provisos of this Section 14 and to Section 23 hereof, neither this Agreement nor any provision hereof (including, without limitation, any Letter of Credit) may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Banks; provided, however, that no such agreement shall (i) change the Maximum Credit Amount with respect to any Letter of Credit (other than any reduction in such Maximum Credit Amount in accordance with the provisions of such Letter of Credit), or extend or advance the maturity of the Letters of Credit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest on such drawings, or reduce the rate of interest on any unreimbursed drawings, (ii) change the Participation Percentage of any Participating Bank or the fees provided for in Section 3 hereof, (iii) reduce the principal o f, or interest on, any unreimbursed drawing under any Letter of Credit, or any fees or other amounts payable hereunder, (iv) release any Collateral (except for any such release expressly permitted under the Cash Collateral Security Agreement) or change any provision of the Cash Collateral Security Agreement providing for the release of Collateral or (v) amend or modify the provisions of this Section 14, Section 4 hereof, Section 5(b) hereof, Section 6(d) hereof, Section 9 hereof, Section 12(b)(iii) hereof, Section 13 hereof, Section 17 hereof, Section 19 hereof, Section 21 hereof, Section 22 hereof or Section 23 hereof, the proviso in Section 18 or the definition of "Required Banks", in each case without the prior written consent of each Participating Bank and the Funding Bank; provided further that no such agreement shall (I) change the identity of any Participating Bank or amend, modify or otherwise affect the rights or duties of the Funding Bank hereunder, (II) amend or modify the provisi ons of Sections 5(a), (b), (c), (d), (e) or (f) hereof, or (III) change the fees provided for in Section 3(a) hereof, without the written consent of the Funding Bank or amend, modify or otherwise affect the rights or duties of the Administrating Bank hereunder, without the written consent of the Administrating Bank. The Administrating Bank and each Bank shall be bound by any modification or amendment authorized by this Section 14, and any consent by any Participating Bank pursuant to this Section 14 shall bind any successor Participating Bank acquiring a participation from it whether or not such successor Participating Bank has received actual notice thereof.

SECTION 15.  Notices. All notices, requests and other communications to any party hereunder shall be in writing (including telex, telecopy or other facsimile transmission) and shall be given to such party, addressed to it, at its address or telex or telecopy number set forth below the name of such party on the signature pages hereof or such other address or telex or telecopy number as such party may hereafter specify for that purpose by notice to the other parties. Each such notice, request or communication shall be effective (i) if given by telex, when such telex is transmitted to the telex number specified below and the appropriate answerback is received, (ii) if given by mail upon receipt but not later than 10 days after such communication is deposited in the mails with first-class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered at the address for notices described above.

SECTION 16.  No Waiver, Remedies. No failure on the part of the Administrating Bank or any Bank to exercise, and no delay in exercising, any power or right hereunder for any period of time shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided to the Administrating Bank and the Banks are cumulative and not exclusive of any other rights or remedies which the Administrating Bank or any Bank may otherwise have. No waiver of any provision of this Agreement nor consent to any departure by the Company therefrom shall in any event be effective unless the same shall be authorized as provided in Section 14 above, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.

SECTION 17.  Right of Setoff. (a) If a Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Company against any of and all the obligations of the Company now and hereafter existing under this Agreement, irrespective of whether or not such Bank shall have made any demand under this Agreement and although such obligations may be unmatured. If the Funding Bank shall assert any setoff in accordance with the provisions of Section 5(d) hereof to be applied in reduction of the obligations of the Company pursuant to Section 2 hereof and a Participating Bank shall have fulfilled its obligations to the Funding Bank hereun der, then such Participating Bank shall be entitled to share in such application in proportion to its Participation Percentage. Each Bank agrees promptly to notify the Company after any such setoff and application made by such Bank, but the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of setoff) which such Bank may have.

(b) Each Participating Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Company, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Participating Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of amounts paid by it pursuant to Section 5(a) as a result of which the unreimbursed portion of Section 5(a) payments made by it shall be proportionately less (determined in accordance with each Participating Bank's Participation Percentage) than the unreimbursed portion of Section 5(a) payments made by any other Participating Bank, it shall be deemed to have simultaneously purchased from such other Participating Bank a participation in the unreimbursed portion of Section 5(a) payments made by suc h other Participating Bank, so that the aggregate unreimbursed portion of Section 5(a) payments made by it and participations in the unreimbursed portion of Section 5(a) payments made by each other Participating Bank and held by it shall be in the same proportion (determined in accordance with each Participating Bank's Participation Percentage) to the aggregate unreimbursed portion of Section 5(a) payments made by all Participating Banks as the principal amount of the unreimbursed portion of Section 5(a) payments made by it prior to such exercise of banker's lien, setoff or counterclaim was to the unreimbursed portion of all Section 5(a) payments made by all Participating Banks prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 17(b) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of s uch recovery and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the foregoing arrangements and agrees that any Participating Bank holding a participation in an unreimbursed portion of Section 5(a) payments deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by it to such Participating Bank as fully as if such Participating Bank held an unreimbursed portion of Section 5(a) payments in the amount of such participation.

SECTION 18.  Continuing Obligation. Except with respect to Sections 20, 21 and 22, the obligations of the Company under this Agreement shall continue until the later of (i) the Termination Date of the last outstanding Letter of Credit or (ii) the date upon which all amounts due and owing to the Administrating Bank and the Banks hereunder shall have been paid in full and shall (a) be binding upon the Company and its successors and assigns and (b) inure to the benefit of and be enforceable by the Banks and their successors, transferees and assigns; provided, however, that the Company may not assign all or any part of this Agreement without the prior written consent of the Funding Bank and the Participating Banks.

SECTION 19.  Extension of Letters of Credit. At least 120 days but not more than 365 days before the Stated Expiration Date of a Letter of Credit, the Company may request the Banks, by giving written notice of such request to the Administrating Bank, to extend the Stated Expiration Date of such Letter of Credit, specifying the terms and conditions, including fees, to be applicable to such extension. The Administrating Bank shall promptly notify the Funding Bank and each Participating Bank of such request, and no later than 60 days from the date on which the Administrating Bank shall have received notice from the Company pursuant to the preceding sentence, the Administrating Bank shall notify the Company of the consent or nonconsent of the Banks to such extension request, and if the Administrating Bank shall give no such notice to the Company, the Banks shall be deemed not to have consented to such extension request. No extension shall be effective without the con sent of the Funding Bank and each of the Banks. The Banks' consent shall be conditional upon the preparation, execution and delivery of legal documentation in form and substance satisfactory to the Banks and their counsel incorporating substantially the terms and conditions contained in the extension request as the same may be modified by agreement among the Company and the Banks.

SECTION 20.  Limited Liability of the Banks. As between the Company, on the one hand, and the Banks and the Administrating Bank, on the other hand, the Company assumes all risks of the acts or omissions of the Owner Participants with respect to their use of the Letters of Credit. None of the Administrating Bank, the Banks or any of their officers or directors shall be liable or responsible for: (a) the use which may be made of the Letters of Credit or for any acts or omissions of the Owner Participants in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Funding Bank against presentation of documents which do not comply with the terms of the appropriate Letter of Credit, including failure of any documents to bear any reference or adequate reference to the appropriat e Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except only that the Company and the Participating Banks shall have a claim against the Funding Bank, and the Funding Bank shall be liable to the Company and the Participating Banks to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Company or the Participating Banks, as the case may be, which the Company or the Participating Banks, as the case may be, prove were caused by (i) the Funding Bank's willful misconduct or gross negligence in determining whether documents presented under a Letter of Credit comply with the terms thereof or (ii) the Funding Bank's willful failure to pay under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing, the F unding Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Nothing in this Section 20 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof.

SECTION 21.  Costs, Expenses and Taxes. The Company agrees to pay not later than 30 days after demand therefor, whether or not the transactions contemplated herein are consummated, all reasonable costs and expenses of the Administrating Bank in connection with the preparation, execution, delivery, syndication, filing and administration of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of special counsel for the Administrating Bank and the Funding Bank with respect thereto and with respect to advising the Administrating Bank and the Funding Bank as to their rights and responsibilities under this Agreement and to pay all reasonable counsel fees and expenses that may be incurred by the Administrating Bank and each of the Banks in connection with any Reimbursement Event of Default or Prepayment Event or any waiver or amendment of, or the enfor cement of, this Agreement and such other documents which may be delivered in connection with this Agreement. In addition, the Company agrees to pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents and agrees to hold the Administrating Bank and the Banks harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees; provided that the Administrating Bank and the Banks agree promptly to notify the Company of any such taxes and fees which are incurred by such Bank. Without prejudice to the survival of any other obligation of the Company hereunder, the obligations of the Company contained in this Section 21 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement.

SECTION 22.  Indemnification. The Company hereby agrees to indemnify and hold harmless the Administrating Bank and each Bank from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Administrating Bank or such Bank may reasonably incur (or which may be claimed against the Administrating Bank or such Bank by any Person or entity whatsoever) (a) by reason of any inaccuracy in any material respect, or untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering document distributed by or on behalf of the Company in connection with obtaining purchasers of the Undivided Interest in Unit 1, or in any supplement or amendment to either thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; (b) by reason of or in connection wi th the execution, delivery and performance of this Agreement, the other Transaction Documents and the Financing Documents; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, any Letter of Credit; provided that the Company shall not be required to indemnify the Administrating Bank or any Participating Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Funding Bank in determining whether a draft or certificate presented under a Letter of Credit complied with the terms of such Letter of Credit or the Funding Bank's willful failure to make lawful payment under a Letter of Credit after the presentation to it by the appropriate Owner Participant of a draft and certificate strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 22 is intended to limit the Company's reimbursement obligation contained in Section 2 hereof or any Participating Bank's reimbursement obligation contained in Section 5(a) hereof. Without prejudice to the survival of any other obligation of the Company hereunder, the indemnities and obligations of the Company contained in this Section 22 shall survive the payment in full of amounts payable by the Company under Section 2 hereof and the termination of the Letters of Credit and this Agreement or the substitution of any of the Banks pursuant to Sections 4(g) or (h) hereof.

SECTION 23.  Sales of Participations; Assignments. (a) Without the consent of the Funding Bank, the Administrating Bank, the Company or any other Participating Bank, each Participating Bank may grant participations in its participation in the Letters of Credit (each Person to which a participation is granted being called a "Participant") and in such event such Participating Bank will, in its own name and as agent for any such Participant, enforce all rights and interests of any Participant under this Agreement, and accept all performances required of the Company under this Agreement; provided, however, that such Participating Bank shall remain entitled to exercise any right, remedy and power hereunder (other than, if agreed between the Participating Bank and the Participant, with respect to (i) the Maximum Credit Amounts or the effective Participation Percentage of such Participant, (ii) the maturity of the Letters of Cr edit or the dates for the reimbursement of drawings under the Letters of Credit or the payment of interest thereon, (iii) the rate of interest on unreimbursed drawings, or (iv) the fees to be paid hereunder), and shall remain fully obligated to the Funding Bank as provided herein. Any such Participant will be a "Participating Bank" for purposes of Section 4 hereof. If, at the time of a grant of a participation pursuant to this Section 23(a), such grant would result in a claim for compensation pursuant to Section 4(b), 4(c) or 4(d) hereof materially greater than that to which the Participating Bank granting such participation is entitled, such grant shall be subject to the consent of the Company.

(b) With the prior written consent of the Administrating Bank, the Funding Bank and the Company (which consent in the case of the Administrating Bank and the Company shall not be unreasonably withheld), any Participating Bank may cause all or a portion of its obligations hereunder to be assumed by a financial institution, and notwithstanding the provisions of Section 14 hereof, upon the execution and delivery to the Administrating Bank (together with a processing and recordation fee of $3,500) of an assignment and acceptance agreement (which shall be satisfactory in form and substance to the Administrating Bank and the Funding Bank) executed by the Administrating Bank, the Funding Bank, such transferring Participating Bank and such financial institution, such financial institution shall become a "Participating Bank" for purposes of this Agreement and shall be entitled to the rights, privileges and obligations of a Participating Bank hereunder and such transferring Participat ing Bank shall be released from its obligations with respect to the portion of its participation so assumed; provided, that (i) the obligations so transferred and assumed shall not be less than $5,000,000 and (ii) the prior written consent of the Company shall not be required for a transfer of all or a portion of a Participating Bank's obligations hereunder to another Participating Bank or an affiliate of a Participating Bank.

(c) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer by the Company without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 24.  Administrating Bank. (a) In order to expedite the various transactions contemplated by this Agreement, Union Bank of California, N.A. is hereby appointed to act as Administrating Bank on behalf of the Participating Banks. Each of the Participating Banks hereby authorizes and directs the Administrating Bank to take such action on behalf of such Participating Bank under the terms and provisions of this Agreement and to exercise such powers hereunder as are specifically delegated to or required of the Administrating Bank by the terms and provisions hereof, together with such powers as are reasonably incidental thereto. The Administrating Bank is hereby expressly authorized on behalf of the Participating Banks, without hereby limiting any implied authority, (i) to receive on behalf of each of the Participating Banks any payment of fees due to the Participating Banks hereunder and all other amounts accrued hereunder paid to the Administrating Bank for th e accounts of the Participating Banks, and promptly to distribute to each Participating Bank its proper share of all payments so received; (ii) to give notice within a reasonable time on behalf of each of the Participating Banks to the Company of any Reimbursement Event of Default or Prepayment Event specified in this Agreement of which the Administrating Bank has actual knowledge acquired in connection with its capacity as Administrating Bank hereunder; and (iii) to distribute to the Funding Bank and each Participating Bank copies of all notices, agreements and other material as provided for in this Agreement as received by the Administrating Bank.

(b) Neither the Administrating Bank nor any of its directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them hereunder except for its or his own gross negligence or willful misconduct, nor be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith nor be required to ascertain or to make any inquiry concerning the performance or observance by the Company of any of the terms, conditions, covenants or agreements of this Agreement. The Administrating Bank shall not be responsible to the Participating Banks for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement, the Letters of Credit or any other instrument to which reference is made herein. The Administrating Bank shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Banks, and, except as otherwise specifically provided herein, such instructions and any action taken or failure to act pursuant thereto shall be binding on all the Participating Banks. The Administrating Bank shall, in the absence of knowledge to the contrary, be entitled to rely on any paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Administrating Bank nor any of its directors, officers, employees or agents shall have any responsibility to the Company or the Funding Bank on account of the failure or delay in performance or breach by any Participating Bank or the Funding Bank of any of its obligations hereunder or to any Participating Bank on account of the failure of or delay in performance or breach by any other Participating Bank, the Funding Bank or the Company of any of their respective obligations hereunder or in connection herewith. The Administrating Bank may execute any and all duties hereunder by or through agents or employees and shall be entitled to advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

(c) With respect to the Participation Percentage of it hereunder, the Administrating Bank, in its individual capacity and not as the Administrating Bank, shall have the same rights and powers hereunder and under any other agreement executed in connection herewith as any other Participating Bank and may exercise the same as though it were not the Administrating Bank, and the Administrating Bank and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company, any Subsidiary or any other affiliate thereof as if it were not the Administrating Bank.

(d) Each Participating Bank agrees (i) to reimburse the Administrating Bank in the amount of such Participating Bank's pro rata share (determined in accordance with such Participating Bank's Participation Percentage) of any expenses incurred for the benefit of the Participating Banks by the Administrating Bank, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Participating Banks, not reimbursed by the Company and (ii) to indemnify and hold harmless the Administrating Bank and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (determined as aforesaid), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrating Bank or against any of its directors, officers, e mployees or agents in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent not reimbursed by the Company, provided that no Participating Bank shall be liable to the Administrating Bank for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrating Bank or any of its directors, officers, employees or agents.

(e) Each Participating Bank acknowledges that it has, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Participating Bank also acknowledges that it will, independently and without reliance upon the Administrating Bank or any other Participating Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document famished hereunder.

SECTION 25.  Termination by the Company. The Company may, upon 30 days written notice to the Administrating Bank, terminate this Agreement; provided, however, that any such proposed termination shall not be effective until (i) all Owner Participants have delivered their Letters of Credit to the Funding Bank for cancellation together with a duly executed request for cancellation in the form of Exhibit 7 to Exhibit A hereto, and (ii) the Company has paid all fees, expenses and interest accrued hereunder.

SECTION 26.  Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 27.  Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrating Agent, the Funding Bank or any other Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Company or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 28.  Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other pose.

SECTION 29.  Counterparts. This Agreement may be signed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective when it shall have been executed by all parties hereto and when the Administrating Bank shall have received copies hereof which, when taken together, bear signatures of all parties hereto. Delivery of an executed counterpart of a signature page of this Agreement, any certificate, document (other than any Letter of Credit) or legal opinion contemplated or required by the terms of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Address for Notice:

System Energy Resources, Inc.
Box 61000
New Orleans, LA 70161
Attention: Treasurer
Telecopy: (504) 576-4455

PARTICIPATING BANKS

$198,061,427.93/100.0%                                                                               UNION BANK OF CALIFORNIA, N.A.,
                                                                                                                        as Administrating Bank, as Funding Bank and as a
                                                                                                                        Participating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

Address for Notice:

Union Bank of California, N.A.
Energy Capital Services
445 South Figueroa Street, 15th Floor
Los Angeles, California 90071
Telecopy: (213) 236-4096
Attn.: Chad Canfield

Address for Payments:

Union Bank of California, N.A.
1980 Saturn Street
Monterey Park, California 91754
ABA # 122-000-496
Acct. # 070-196431
Attn: Commercial Loan Operations
Ref: Systems Energy Resources, Inc.

EX-10

Exhibit 10(b)

EXECUTION COPY

CASH COLLATERAL SECURITY AGREEMENT

CASH COLLATERAL SECURITY AGREEMENT, dated as of March 3, 2003 (this "Agreement"), made by and among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Pledgor"), to UNION BANK OF CALIFORNIA, N.A. ("Union Bank"), as administrating bank (in such capacity, together with its successors and assigns in such capacity, the "Administrating Bank") for the Funding Bank and the Participating Banks (as such terms are defined below).

PRELIMINARY STATEMENTS

(1) The Pledgor has entered into a Letter of Credit and Reimbursement Agreement, dated as of March 3, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), with the Administrating Bank, Union Bank, as funding bank (in such capacity, the "Funding Bank"), and the banks named therein and from time to time parties thereto (the "Participating Banks", together with the Funding Bank and the Administrating Bank being referred to herein, collectively, as the "Secured Parties"), pursuant to which the Funding Bank has agreed, subject to the terms and conditions contained therein, to issue two Letters of Credit (as defined in the Reimbursement Agreement) for the account of the Pledgor in an aggregate initial stated amount of $198,061,427.93. Unless otherwise defined herein, capitalized terms used herein shall have the meani ng assigned to such terms in the Reimbursement Agreement.

(2) Pursuant to and subject to the terms of this Agreement, and in order to secure the obligations of the Pledgor under the Reimbursement Agreement, the Pledgor is required to deposit on the Closing Date, and thereafter maintain on deposit, funds in an amount equal to the aggregate Maximum Drawing Amounts (as in effect from time to time) of the Letters of Credit, in a special money market account bearing Account No. 4430000980 (the "Account") maintained by the Pledgor with the Administrating Bank at its office at 445 South Figueroa Street, Los Angeles, California 90071 (or at such other office of the Administrating Bank as the Administrating Bank may, from time to time, notify the Pledgor), in the name of the Pledgor but under the sole control and dominion of the Administrating Bank.

(3) It is a condition precedent to the Funding Bank's obligation to issue, and of the Participating Banks' obligation to participate in, the Letters of Credit pursuant to the Reimbursement Agreement that the Pledgor shall have granted the Lien contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Funding Bank to issue, and the Participating Banks to participate in, the Letters of Credit, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor hereby agrees with the Administrating Bank for the benefit of the Secured Parties as follows:

SECTION 1. Pledge and Assignment. The Pledgor hereby pledges and assigns to the Administrating Bank for the benefit of the Secured Parties, and grants to the Administrating Bank for the benefit of the Secured Parties a security interest in, all of the Pledgor's right, title and interest in and to the following collateral, whether now owned or hereafter acquired (collectively, the "Collateral"):

(a) (i) the Account, (ii) all cash, funds, credit balances, securities, investment property and other financial assets from time to time held in the Account or otherwise credited, or to be credited, to the Account, (iii) all security entitlements with respect to all financial assets from time to time credited, or to be credited, to the Account, (iv) all certificates and instruments, if any, from time to time representing or evidencing the Account, and (v) all agreements governing or otherwise related to the Account;

(b) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Administrating Bank for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral;

(c) all interest, dividends, returns of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Collateral; and

(d) all proceeds of any and all of the foregoing Collateral (including, without limitation, proceeds that constitutes property of the type described in the foregoing clause (a), (b) or (c)).

SECTION 2. Security for Obligations. This Agreement secures the payment when due of all obligations of the Pledgor to the Secured Parties under the Reimbursement Agreement and this Agreement, whether for principal (including, without limitation, reimbursement of amounts drawn under the Letters of Credit), interest, fees, expenses, indemnification or otherwise (all of the foregoing obligations being referred to herein, collectively, as the "Obligations"). Without limiting the generality of the foregoing, this Agreement also secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Pledgor or any other Person.

SECTION 3. Required Deposits into the Account; Delivery of Collateral.

(a) The Pledgor agrees that on or prior to the Closing Date the Pledgor shall deposit $192,946,933.65 into the Account. In addition, the Pledgor agrees that, not less than 30 days prior to each scheduled increase in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), it shall deposit into the Account funds in an amount equal to the aggregate amount of such scheduled increase. All deposits into the Account pursuant to this subsection (a) shall be made by the Pledgor in immediately available funds.

(b) All certificates or instruments, if any, representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Administrating Bank pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrating Bank. The Administrating Bank shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

SECTION 4. Maintaining the Account. So long as any Letter of Credit has not expired or been cancelled or terminated, any Participating Bank has any obligation under Section 5(a) of the Reimbursement Agreement, or any Obligations remain unpaid:

(a) The Pledgor will maintain the Account with the Administrating Bank.

(b) The Account shall be under the sole dominion and control of the Administrating Bank. It shall be a term and condition of the Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Account and except as otherwise provided by the provisions of Sections 6 and 13 hereof, that no amount (including, without limitation, interest earnings from time to time credited to the Account) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Pledgor or any other Person (other than the Secured Parties) from the Account.

The Account shall be subject to such applicable laws, and such applicable regulations of the Board of Governors of the Federal Reserve System and of any other appropriate banking or governmental authority, as may now or hereafter be in effect.

SECTION 5. Control of Account; Investments

 (a) The Administrating Bank and the Pledgor agree and acknowledge that (i) the Administrating Bank is and shall be the "securities intermediary" (as defined in Section 8-102(a)(14) of the Uniform Commercial Code as in effect from time to time in the State of New York (the "Uniform Commercial Code")), and the Pledgor is and (subject to the terms of this Agreement) shall be the "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code, in each case with respect to the Account and each "financial asset" (as defined in Section 8-102(a)(9) of the Uniform Commercial Code) credited to the Account; (ii) the Account is and shall be maintained as a "securities account" (as defined in Section 8-501(a) of the Uniform Commercial Code); (iii) all securities, other financial assets, investment property and other property acquired with cash credited to the Account will be credited to the Account; (i v) all items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Account will be treated as a "financial asset" under Article 8 of the Uniform Commercial Code; (v) the "securities intermediary's jurisdiction" (as defined in Section 8-110(e) of the Uniform Commercial Code) for purposes of Article 8 of the Uniform Commercial Code and this Agreement and with respect to the Account is the State of New York, and this provision shall control over any provision to the contrary in any other agreement relating to the Account; and (vi) all securities, instruments and other property in bearer or registered form and credited to the Account shall be payable to or to the order of, or registered in the name of, the Administrating Bank or shall be indorsed to the Administrating Bank or in blank, and in no case whatsoever shall any financial asset credited to the Account be registered in the name of the Pledgor, payable to or to the order of the Pledgor or specially indorsed to the Pledgor except to the extent the foregoing have been specially endorsed by the Pledgor to the Administrating Bank or in blank. The Administrating Bank agrees that it will hold (and will indicate clearly in its books and records that it holds) its "security entitlement" to the "financial assets" credited to the Account in trust for the benefit of the Secured Parties. The Pledgor acknowledges that the Administrating Bank shall have the sole right and discretion, subject only to the terms of this Agreement, to give all "entitlement orders" (as defined in Section 8-102(a)(8) of the Uniform Commercial Code) with respect to the Account and any and all financial assets and other property credited thereto to the exclusion of, and without further consent of, the Pledgor. Without limitation of the foregoing, the Administrating Bank, in its capacity as "securities intermediary" in respect of the Account as provided above, (A) will comply with all such entitlement orders without further consent by the Pledgor and (B) agrees to perform all the duties of a "securities intermediary" required under Article 8 of the Uniform Commercial Code.

(b) From time to time the Administrating Bank may invest and reinvest all funds held in the Account and all proceeds received with respect to the Collateral in such money market instruments and/or other investments as Union Bank acquires in the ordinary course of its business in connection with its Business MoneyMarket Accounts.

SECTION 6. Application and Release of Funds in the Account. (a) Subject to Section 13 hereof, on any date on which any Obligation is due and payable by the Pledgor under the Reimbursement Agreement or this Agreement, unless the Pledgor shall have paid such Obligation in full on or before such date to the Administrating Bank, the Administrating Bank shall have the right, but shall not be required, to withdraw and apply all or a portion of the amounts deposited and held in the Account in satisfaction of such Obligation.

(b) Any application of Collateral pursuant to Section 6(a) shall be deemed to cure any Reimbursement Default, Prepayment Event or other default under the Reimbursement Agreement or this Agreement arising from the Pledgor's failure to have paid the applicable Obligation directly, but only to the extent that such Obligation has been paid in full in cash with such Collateral.

(c) So long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, the Pledgor may, no more frequently than once each calendar month, originate written instructions to withdraw all interest earnings credited by the Administrating Bank to the Account, and the Administrating Bank will transfer such interest earnings to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time.

(d) At any time after the effective date of any scheduled decrease in the total Maximum Drawing Amounts of the Letters of Credit (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement), the Pledgor may, so long as no Reimbursement Default or Prepayment Event shall have occurred and be continuing, originate written instructions to the Administrating Bank to withdraw funds on deposit in the Account (and the Administrating Bank will, within five (5) Business Days after its receipt of such instructions, transfer such funds to such account as the Pledgor shall designate in writing to the Administrating Bank from time to time) in an amount equal to the excess of (i) the aggregate amount of funds on deposit in the Account on the date of such transfer over (ii) the total Maximum Drawing Amounts of the Letters of Credit on such date (as set forth in Schedule II to Exhibit A to the Reimbursement Agreement).

SECTION 7. Further Assurances. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Administrating Bank may reasonably request, in order to perfect, maintain or continue the perfection of, or otherwise protect any security interest granted or purported to be granted hereby or to enable the Administrating Bank to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

SECTION 8. Representations and Warranties. The Pledgor represents and warrants as follows:

(a) The Pledgor is the legal and beneficial owner of the Collateral free and clear of any Lien, claim, option, control or right of others, except for the Lien created by this Agreement and Liens in favor of the Administrating Bank created by operation of law.

(b) The pledge and assignment of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing the payment of the Obligations.

(c) No consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required (i) for the pledge and assignment by the Pledgor of the Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by the Pledgor, (ii) for the perfection or maintenance of the security interest created hereby (including, without limitation, the first priority nature of such security interest) or (iii) for the exercise by the Administrating Bank of its rights and remedies hereunder.

(d) There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.

(e) The Pledgor has, independently and without reliance upon the Administrating Bank or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

SECTION 9. Transfers and Other Liens. The Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the Lien under this Agreement.

SECTION 10. Administrating Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints the Administrating Bank the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, at any time and from time to time during the continuance of a Reimbursement Event of Default or Prepayment Event or in the event that the Administrating Bank, in its reasonable discretion, deems such action to be necessary or advisable to protect its security interest in the Collateral, to take any action and to execute any instrument which the Administrating Bank may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(b) to receive, indorse and collect any drafts or other instruments or documents in connection with clause (a) above, and

(c) to file any claims or take any action or institute any proceedings that the Administrating Bank may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrating Bank with respect to any of the Collateral.

SECTION 11. Administrating Bank May Perform. If the Pledgor fails to perform any agreement contained herein, the Administrating Bank may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrating Bank incurred in connection therewith shall be payable by the Pledgor under Section 14.

SECTION 12. The Administrating Bank's Duties. The powers conferred on the Administrating Bank hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrating Bank shall have no duty as to any Collateral, as to ascertaining or taking action with respect to any matters relative to any Collateral, whether or not the Administrating Bank or any other Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Administrating Bank shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Admin istrating Bank accords its own property.

SECTION 13. Remedies upon Default. If any Reimbursement Event of Default or Prepayment Event shall have occurred and be continuing:

(a) The Administrating Bank may, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account against the Obligations or any part thereof.

(b) The Administrating Bank may also exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time (whether or not the Uniform Commercial Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrating Bank's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrating Bank may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrati ng Bank shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. All proceeds of any sale of Collateral, if not applied against the Obligations, shall be maintained in the Account as Collateral. The Administrating Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(c) Any cash held by the Administrating Bank as Collateral and all cash proceeds received by the Administrating Bank in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrating Bank, be held by the Administrating Bank in the Account as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to the Administrating Bank pursuant to Section 14) in whole or in part by the Administrating Bank for the benefit of the Secured Parties against, all or any part of the Obligations in such order as the Administrating Bank shall elect. Any surplus of such cash or cash proceeds held by the Administrating Bank and remaining after the indefeasible payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. If, after the application by the Administrating Bank of the cash proceeds of the Collateral to the payment of the Obligations, any portion of the Obligations remains unpaid, the Pledgor shall be and remain liable for such deficiency until all of the Obligations have been indefeasibly paid in full in cash.

SECTION 14. Indemnity and Expenses. (a) The Pledgor agrees to indemnify and hold harmless each Secured Party and its respective Affiliates, and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party"), from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) incurred by or asserted against such Indemnified Party in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnified Party shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement or the Collateral, except to the extent that such claims, losses or liabilities are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Party.

(b) The Pledgor will upon demand pay to the Administrating Bank the amount of any and all reasonable expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any experts and agents, which the Administrating Bank may incur in connection with (i) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (ii) the exercise or enforcement of any of the rights of the Administrating Bank or any other Secured Party hereunder or (iii) the failure by the Pledgor to perform or observe any of the provisions hereof.

SECTION 15. Amendments, Etc. No amendment, modification or waiver of any provision of this Agreement, and no consent to any departure by the Pledgor or the Administrating Bank herefrom, shall in any event be effective unless the same shall be in writing and signed by the Pledgor and the Administrating Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 16. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing (including telegraphic, facsimile, telex or cable communication) and mailed, telegraphed, telecopied, telexed, cabled or delivered, if to the Pledgor or to the Administrating Bank, at its address specified in Section 15 of the Reimbursement Agreement, or, as to either party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective (i) five days after when deposited in the mails, or (ii) when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrating Bank shall not be effective until received by the Administrating Bank.

SECTION 17. Continuing Security Interest; Assignments. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest to occur of (i) the indefeasible payment in full in cash of the Obligations, (ii) the expiration or termination of the obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and (iii) the expiration or termination of all Letters of Credit, (b) be binding upon the Pledgor, its successors and assigns, provided, that the Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of the Administrating Bank, and (c) inure to the benefit of, and be enforceable by, the Administrating Bank, the other Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Participating Bank may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Reimbursement Agreement, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to such Participating Bank herein or otherwise. Upon the indefeasible payment in full in cash of the Obligations, the expiration or termination of all obligations of the Participating Banks under Section 5(a) of the Reimbursement Agreement and the expiration or termination of the Letters of Credit, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Administrating Bank will, at the Pledgor's expense, execute and deliver to the Pledgor such documents and take such other actions as the Pledgor shall reasonably request to evidence such termination.

SECTION 18. Governing Law; Terms. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Unless otherwise defined herein or in the Reimbursement Agreement, terms defined in Article 8 or 9 of the Uniform Commercial Code are used herein as therein defined.

SECTION 19. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. In furtherance of the foregoing, it is understood and agreed that signatures hereto submitted by facsimile transmission shall be deemed to be, and shall constitute, original signatures.

SECTION 20. Jurisdiction

Each of the parties hereto irrevocably (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement may be brought in any court of the State of New York or any court of the United States of America located in the State of New York, (ii) consents, for itself and in respect of its property, to the jurisdiction of each such court in any such suit, action or proceeding and (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 20 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

SYSTEM ENERGY RESOURCES, INC.,

By /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President and Treasurer

Agreed and Accepted:

UNION BANK OF CALIFORNIA, N.A.,
as Administrating Bank

By /s/ David M. Musicant
Name: David M. Musicant
Title: Senior Vice President

SIGNATURE PAGE TO CASH COLLATERAL SECURITY AGREEMENT

EX-10

Exhibit 10(c)

March 31, 2003

Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

Dear Bob:

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our revised offer to you for the ESI System Officer position of Senior Vice President and General Counsel. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

1. Pre-Employment Contingencies. The employment contemplated by this Agreement is contingent upon your successful completion of a company-arranged medical drug screen analysis and favorable security background and reference checks. Arrangements for the drug screen will be made through our office upon your formal acceptance of this offer. Additionally, suitable documentation must be provided in order to establish your identity and employment eligibility (I-9 INS certification). Finally, employment is contingent upon your timely execution of this Agreement and the execution of this Agreement by an authorized agent for ESI. The earliest date upon which these contingencies are met shall be the effective date of this Agreement.
   
2. Service At Will. The employment contemplated by this Agreement refers to employment by ESI or any other "System Company," which shall mean Entergy Corporation and any other corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation or by any other System Company, and shall include successors of all such entities. This Agreement contemplates, and you agree that its provisions apply to, any System Company employer. You will devote substantially all of your full working time, attention and energy to the services required and will faithfully render your best efforts to promote, advance and conduct the business of the Entergy System. Notwithstanding any other provision of this Agreement to the contrary, your employment with ESI and any other System Company will be at-will and may be termina ted by you, ESI or any other System Company employer with or without notice and with or without cause.
   
3. Base Salary. Your annual rate of pay shall be FOUR HUNDRED TWENTY THOUSAND AND NO/100 ($420,000.00) DOLLARS or such greater amount as may be approved from time to time by the System Company then employing you, in its sole discretion, while you are employed by such System Company in accordance with this Agreement (subject to all appropriate withholdings or other deductions required by law or by the System Company's established policies), such salary to be payable in accordance with the System Company employer's established payroll practices. If you should die while still employed in accordance with the terms of this Agreement, the amount of any monthly base salary that was earned by you prior to your death but not yet paid to you shall be paid to your estate. A System Company employer shall have the right to require you to remit to it, or to withhold from other amounts payable to you, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements.
   
4. Signing Bonus. Shortly after your employment commences with ESI, but subject to the repayment provisions set forth herein, you will receive a one-time Signing Bonus of ONE HUNDRED THOUSAND AND NO/100 ($100,000) dollars or you may defer receipt until you leave Entergy System employment. Such deferral will be in accordance with all of the terms and conditions of the Executive Deferred Compensation Plan of Entergy Corporation and its Subsidiaries. If you wish to defer all or part of this Signing Bonus, your election must be made prior to your first day of employment. For your convenience, you may specify your deferral amount at the bottom of this Agreement. Although you are not being employed for a term, you agree that ESI will not have received adequate consideration for the Signing Bonus if you voluntarily resign or if your employment with ESI or any other System Company is involuntarily terminated for Cause (as defined in the last paragraph of this Section) within two ye ars after your first day of employment. Accordingly, if within two years after your first day of employment, you resign or your employment with ESI or any other System Company is terminated for Cause, you will repay to ESI within seven calendar days after demand by ESI a share of the Signing Bonus according to this schedule:

Prior to one-year employment
anniversary date:                                                                                 100% repayment required

After one year and prior to second
year employment anniversary date:                                                       50% repayment required

After two years employment:                                                                0% repayment required

For purposes of this Section, the term "Cause" shall mean:

1. the failure by you to substantially perform your duties (other than such failure resulting from your incapacity due to physical or mental illness) that has not been cured within 30 days after a written demand for substantial performance is delivered to you by your System Company employer, which demand specifically identifies the manner in which such employer believes that you have not substantially performed your duties; or
   
2. the engaging by you in conduct which is materially injurious to any System Company, monetarily or otherwise;
   
3. your 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 your ability to carry out your duties or upon the reputation of any System Company;
   
4. a material violation by you of any agreement you have with a System Company, including but not limited to Section 14 hereof; or
   
5. unauthorized disclosure by you of Proprietary Information (as defined in the Section entitled "Confidentiality") of any System Company.

5. Up-front Stock Options Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 12,100 stock options of Entergy Corporation common stock (at an option price equal to the fair market value of Entergy Corporation common stock on the date of grant - - your hire date) under the terms and conditions of the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") if you are deemed an "insider" under Rule 16 of the Securities Exchange Act of 1934, or otherwise under the terms and conditions of the Entergy Corporation and Subsidiaries Equity Awards Plan (the "EAP"). It is anticipated that the Personnel Committee will grant such options to vest at the rate of one-third on each of the first three anniversaries of the date of grant if you are a System Company employee on each such date, in accordance with the terms and conditions of the EOP or EAP, as applicable. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separation from service, if earlier.
   
6. Up-front Restricted Share Grant. Upon approval by the Personnel Committee, on your employment commencement date with ESI under the terms of this Agreement, you will be granted 2,000 Restricted Units (each Unit representing the cash equivalent of one share of Entergy Corporation common stock) under the terms and conditions of the EOP or the EAP, as applicable. Restrictions on these Units (without dividends) will be lifted at the rate of 666 Units per year over the first two-year period (beginning with the first anniversary of Employee's employment date); and, restrictions on the remaining 667 Units (without dividends) will be lifted on the third anniversary of Employee's employment date.
   
7. Additional Benefits. Upon employment, you are eligible for the following additional benefits:
1. Executive Annual Incentive Plan. Beginning in the calendar year 2003, you will be eligible to participate in the Executive Annual Incentive Plan ("EAIP") in accordance with its terms and conditions, with a target value of 60% of your annual base salary. The following generally illustrates the minimum, target and maximum payout opportunities for an entire year under the EAIP:

EAIP Payout Opportunity Achievement Level (expressed as % of Base Salary)

Minimum	Target	Maximum
0% - 15%	60%	120%
$0 to $63,000	$252,000	$504,000

The actual award is based on a continuous level of achievement (between 25% and 200% of the 60% Target level) and is not bracketed at the 12.5%, 50% or 100% levels. Further, individual awards are discretionary.

2. Long Term Incentive Program. The Long Term Incentive Program ("LTIP") (a.k.a. Performance Unit Program) of the equity plan for which you are eligible ("Equity Plan") provides participants with performance units (each unit representing the cash equivalent of one share of Entergy Corporation common stock) that will be earned by achieving pre-approved Entergy Corporation goals, as may be established by the Personnel Committee, for the applicable three-year performance period. Subject to Personnel Committee approval and the terms and conditions of the Equity Plan, you will be eligible for a Target LTIP award of:
• 5,000 performance units (with a maximum opportunity of 200% of that Target) for the 2002 to 2004 performance cycle; and,
• 5,800 performance units (with a maximum opportunity of 200% of that Target) for the 2003 to 2005 performance cycle.

The 2002 to 2004 and the 2003 to 2005 performance cycles will be prorated based on the number of full months you are employed at least at System Management Level 4 (note: ML 4 is one level lower that this offer at ML 3) with ESI or any other participating System Company during the applicable thirty-six (36) month performance period. The 2003 to 2005 performance cycle opportunities for a full 36 months of participation are:

Annual Performance Units Program Achievement Level Opportunities Beginning in 2003

Minimum	Target	Maximum
0 or 1,500 Units	5,800 Units	11,600 Units

To illustrate how the 2002-2004 Annual Performance Units Program would work, assume that your employment begins on July 1, 2003, and the Entergy System achieves the Target level of performance; your payout in early 2005 would be rounded to 2,500 performance units (i.e., 5,000 Target performance units for the 36-month period times 18/36 prorated months of participation equals 2,500 performance units, plus accumulated dividends). At maximum, the number of units would be 5,000 (i.e., 200% of the 2,500 units at Target.)

1. Annual Stock Option Plan. During your System Company employment, you will be eligible to receive stock option grants, if any, as may be determined in the discretion of the Personnel Committee. Subject to approval by the Personnel Committee, in calendar year 2004, it is anticipated that you will be eligible to receive 18,900 stock options under the terms and conditions of the Equity Plan. Although it is anticipated that one-third of all options granted will vest at the first, second and third anniversaries of the date of grant if you are an active System Company employee or otherwise eligible to vest on each such date, the vesting schedule and other grant terms will be established in accordance with the terms of the Equity Plan, as specified in the grant letter. Further, you will be required to invest seventy-five percent (75%) of the after tax net profit realized from the exercise of stock options into Entergy common stock which must be held for a period of five years, or separat ion from service, if earlier.
   
2. Vacation. You will be eligible for four (4) weeks' vacation annually beginning in 2003.
   
3. Relocation Assistance (one month's salary). You will be eligible for benefits under the Company's relocation program, including a lump sum cash payment of one month's salary ($35,000); paid at the time you relocate, for miscellaneous relocation expenses.
   
4. Retirement Benefits.

You will be offered participation in both of the following two retirement plans. Your actual benefit (at your retirement) will be calculated using the terms and conditions of the plan that produces the higher benefit:

• Pension Equalization Plan with Supplemental Credited Service (SCS) - See attached estimate. The Retirement Plan accumulates benefits at the rate of 1.5% for each year of service; and, is based upon your highest consecutive five-year average base salary plus annual incentive payments. You will become eligible for an unreduced benefit once you reach age 65. Further, for purposes of calculating your total retirement benefit, ten (10) years of service will be added to your Entergy System benefit service. See attached estimate of your Supplemental Credited Service Agreement ("SCSA") benefits at various retirement ages (with company permission). This added service is contingent upon execution of a SCSA participation application.
• System Executive Retirement Plan (SERP) - See attached estimate. You will be eligible to participate in the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (the "SERP"), which is an all-inclusive retirement plan that accumulates benefits at various rates (see attached table) that are generally greater than the 1.5% per year flat rate under the Retirement Plan. Further, for purposes of calculating your total retirement benefit, five (5) years of service will be added to your Entergy System benefit service. The replacement rate that corresponds to your years of service (including the 5 added years) is applied to your highest three-year average base salary and corresponding annual incentive payments. You will become eligible for a reduced benefit under this Plan once you reach a minimum of age 55 with ten years of actual service (reduction rate = 2% for every year your retirement preceded your 65^th birthday). Your participation in this P lan is contingent upon execution of a SERP agreement shortly after your hire date.
1. Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). If a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to two (2) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for two year following your date of separation from service.
   
2. Remaining Benefits. You may participate in all other Entergy Corporation sponsored qualified employee benefit plans, welfare benefit plans, and programs for which you are eligible to participate, in accordance with the terms and conditions of such plans and programs as in effect and as may be amended from time to time. As of the date hereof, such plans and programs include the Executive Deferred Compensation Plan, qualified Savings Plan, qualified Retirement Plan, Defined Contribution Restoration Plan, Pension Equalization Plan, Executive Disability Plan and Executive Financial Counseling Program. Your participation in some or all of these plans will be contingent upon your execution of, and the acceptance by the plan's administrator of, a participation agreement, and upon your satisfaction of other terms and conditions. Except as specifically set forth herein, the benefits provided under this Agreement shall in no way alter or affect the terms and conditions of any System Company spons ored qualified employee benefit plans, non-qualified employee benefits plans, programs, and welfare benefit plans in which you may otherwise be eligible to participate, and your eligibility to participate in any such plans or programs shall continue to be determined in accordance with the terms and conditions of such plans or programs, as may be amended from time to time.
7. Termination. You acknowledge and agree that this Agreement does not create any obligation on your part to work for ESI or any other System Company, nor an obligation for ESI or any other System Company to employ you, for any fixed period of time, and your employment may be terminated at any time, for any reason. Upon termination, you may be eligible to participate in the Entergy System Companies Severance Pay Plan for Officers and Directors, subject to certification by the Plan Administrator and under the terms and conditions of the Plan which currently provides for a total cash benefit amount equal to one (1) time your annual base salary plus one week of base salary for each year of completed service.
   
8. Confidentiality. During your employment and thereafter, other than as authorized by a System Company or as required by law or as necessary for you to perform your System Company duties, you shall hold in a fiduciary capacity for the benefit of the System Companies and not disclose to any person or entity and not use for any purposes or release or disclose to any person, any trade secrets or proprietary information and materials (including, without limitation, all information concerning the business transactions, financial arrangements, or marketing plans of any one or all of the System Companies) provided to you by any one or all of the System Companies, or otherwise acquired by you in conjunction with your employment within the Entergy System, including, without limitation, any information which if released to third persons would result in financial loss, loss of pecuniary advantage, or otherwise be detrimental to the interests of any one of the System Companies, or any person transacting business with the System Companies ("Proprietary Information"). Disclosure of Proprietary Information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that you give the System Company immediate notice of any such subpoena or request and fully cooperate with any action by the System Company to object to, quash, or limit such request.
   
9. Injunctive Relief. In the event of any breach or threatened breach of the confidentiality provisions of this Agreement, all benefits otherwise payable to you under this Agreement shall be cancelled and shall not vest or otherwise be payable to you, and any System Company shall be entitled to an injunction, without bond, restraining you from violating the provisions of such Sections, in addition to any other relief to which the System Company may be entitled.
   
10. Proprietary Rights. You agree to and hereby do assign to any System Company employing you all your rights in and to all inventions, business plans, work models or procedures, whether patentable or not, which are made or conceived solely or jointly by you at any time during your employment or with the use of any System Company time and materials. You will disclose to such System Company all facts known to you concerning such matters and, at the System Company's expense, do everything reasonably practicable to aid it in obtaining and enforcing proper legal protection for, and vesting System Company in title to, such matters.
    
11. Representations and Warranties. You and ESI represent and warrant that neither is under a restriction or obligation inconsistent with the execution of this Agreement or the performance of either party's obligations hereunder and neither knows of any reason why the performance due under this Agreement should be hindered in any way.
    
12. Notices. Any notice required under this Agreement shall be in writing and deemed received (a) on the date delivered if hand-delivered, or (b) on the third business day after being deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be addressed as follows, unless changed otherwise by any party in accordance with the notice provisions of this Section:

If to a System Company, addressed in care of:
Sr. Vice President, Human Resources & Administration
Entergy Services, Inc.
639 Loyola Avenue, 14^th Floor
New Orleans, LA 70113

If to you, addressed as follows:
Mr. Robert D. Sloan
40 Pembroke Hill
Farmington, CT 06032

13. Binding Agreement. Upon its effective date, this Agreement is binding upon you, ESI, and your and its successors, agents, heirs or assigns.
    
14. Nonassignability. Neither this Agreement nor the right to receive benefits hereunder may not be assigned, encumbered or alienated by you in any manner. Any attempt to so assign, encumber or alienate shall constitute a material violation of this Agreement and will be immediate grounds for terminating your employment for Cause.
    
15. Applicable Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.
    
16. Headings. Section headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.
    
17. Modifications and Waivers. This Agreement contains the entire understanding between ESI and you relating to your employment, unless otherwise specifically provided. No provision of this Agreement may be modified, amended or waived except in a writing signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate to waive any subsequent breach of the Agreement.
    
18. Severability. Should any part of this Agreement be found to be invalid or in violation of law, such part shall be of no force and effect and the rest of this Agreement shall survive as valid and enforceable to the fullest extent permitted by law.

The offer of employment contemplated by this Agreement will remain outstanding until April 9, 2003. We look forward to your formal acceptance of our offer and to working with you. Please sign this Agreement and return the original signed Agreement to me. Please do not hesitate to call should you have any questions or need any assistance.

Sincerely,

William E. Madison
Sr. Vice President,
Human Resources & Administration

enclosures
Accepted:_____________________________ on this _____ day of _________________, 2003.
                                Robert D. Sloan

Signing Bonus amount I wish to defer: $ ____________ Signature: _______________________

(Following section to be executed by Authorized Agent of ESI after all Pre-employment Contingencies outlined in this Agreement have been met):

                                                                                                    ENTERGY SERVICES, INC.,
                                                                                                    BY ITS DULY AUTHORIZED AGENT:

                                                                                                    Date: _____________________________________

                                                                                                    Signature: _________________________________

                                                                                                    Printed Name: _____________________________

                                                                                                    Title: _____________________________________

EX-10 12 a10d.htm

Exhibit 10(d)

EXECUTIVE DEFERRED COMPENSATION PLAN

OF ENTERGY CORPORATION AND SUBSIDIARIES

(As Amended and Restated Generally Effective February 13, 2003)

On October 25, 1996, the Board of Directors of Entergy Corporation approved, authorized and adopted the Entergy Executive Compensation Deferral Program for the benefit of certain executive employees of Entergy Corporation and its subsidiaries. On December 4, 1998, the Board of Directors of Entergy Corporation amended, restated and renamed the program as the Executive Deferred Compensation Program of Entergy Corporation and Subsidiaries. On October 29, 1999, the Board of Directors of Entergy Corporation approved, authorized and adopted certain changes to the program that were incorporated into an amendment and restatement, which was renamed the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, and which was effective January 1, 2000. The Plan has since been amended from time to time, and is now hereby amended and restated in its entirety to incorporate such prior amendments and those additional amendments approved by the Personnel Committee of the Board of Directors on February 13, 2003.

ARTICLE I

PURPOSE AND DURATION

1.01 Purpose. The Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries has as its purpose attracting and retaining certain executive employees who are members of a select group of management or highly compensated employees. The Plan is designed to aid Participants in furthering their financial independence by providing them with an opportunity to systematically defer receipt of a portion of their eligible compensation as a means for providing benefits for the Participant at termination of employment. The Plan thereby defers taxation of such benefits to the Participant until distribution, pursuant to Section 451 of the Internal Revenue Code of 1986, as amended. The Plan is intended to be a top-hat plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. Effective December 7, 2001, the Pla n's purpose of attracting and retaining certain executive employees has been enhanced by allowing a System Management Participant the opportunity to defer receipt of all or a portion of his Executive Plan Benefits.

1.02 Scope and Duration. Entergy hopes and expects to continue the Plan indefinitely but expressly reserves the right to amend or terminate it, or discontinue recognition of any further deferrals under its terms, and each employer reserves the right to withdraw from the Plan, subject to the provisions hereinafter set forth. The benefits payable under the Plan are independent of any benefits the Employee is or may become entitled to receive under any funded pension, profit sharing, stock bonus or savings plan, except that the measure of the future value of amounts credited to a Participant's Account hereunder shall be based on the relative value of such Account balances had those balances represented actual dollars invested in selected investment funds from time to time available at the Administrator's discretion under the Savings Plan and/or any other measure that the Administrator may from time to time thereafter establish for purposes of this Plan.

ARTICLE II

DEFINITIONS

The following terms shall have the meaning hereafter indicated unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account the Administrator maintains, on a book-entry basis only, for each Participant under the Plan. Such Account shall include a book entry for the deferrals elected by the Participant hereunder subject to change or adjustment based on the changes in the relative value of those Investment Funds that the Participant from time to time directs as the basis for the valuation of the deferred amounts allocated to his or her Account. No actual dollars are maintained in, nor accounted for under, any such Account.

2.02 "Administrator" shall mean the Personnel Committee established by the Board of Directors, or such other individuals or committee (not fewer than three in number) as shall from time to time be designated in writing by the Chairman of the Board of Directors as the administrator of the Plan. The Administrator shall be the "plan administrator" for the Plan within the meaning of ERISA. Notwithstanding the foregoing, from and after the date immediately preceding the commencement of a Change in Control Period, the "Administrator" shall mean (a) the individuals (not fewer than three in number) who, on the date six months before the commencement of the Change in Control Period, constitute the Administrator, plus (b) in the event that fewer than three individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided, however, that the maximum number of individuals constituting the Administrator shall not exceed six.

2.03 "Available Base Salary" shall mean that portion of a Participant's Base Salary that remains after the deduction or reduction of such Base Salary on account of all appropriate or required tax withholdings, loan repayments, contributions under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan), deferral contributions pursuant to Code 401(k) or otherwise under the Savings Plan, United Way or other charitable deductions or contributions, political action committee contributions, garnishments or other legally required or mandated deductions (i.e., Internal Revenue Service levies), and any other deductions or reductions related to contributions to any other employee benefit plan from time to time sponsored by Entergy Corporation or in which the Employer is the sponsor or a participating employer.

2.04 "Base Salary" shall mean the regular or normal salary, exclusive of overtime or bonuses, normally payable to a Participant during any period of Covered Employment including the amount, if any, such Employee defers as a deferral contribution pursuant to Code 401(k) or otherwise under the Savings Plan, and under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan).

2.05 "Beneficiary" shall mean any person or persons designated by a Participant to whom distribution of the Deferred Compensation credited to his Account shall be made in the event of his death prior to the full receipt thereof. A Participant may, prior to termination of his employment, designate one or more primary and contingent Beneficiaries to whom distribution of such Deferred Compensation shall be made in the event of his death prior to the full receipt thereof; provided, however, that in the event the Participant is married and no designation of Beneficiary is received by the Administrator prior to his death, such primary Beneficiary shall be deemed to be the Participant's surviving spouse. The Participant may elect to change or revoke his designated Beneficiary at any time; provided, however, that such new election or revocation shall not be effective unless in writing on forms provided by the Administrator and shall not in any event be effective unless and until filed with the Admini strator. If no designated or deemed Beneficiary survives the Participant or former Participant, or if an unmarried Participant or former Participant fails to designate a Beneficiary under the Plan, such Deferred Compensation shall be paid to his estate.

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

2.07 "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 twenty-five percent (25%) 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 (b) 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 of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
   
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 of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period 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 (1) the insolvency or bankruptcy of Entergy Corporation; or (2) 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 Participants under the Plan; or (3) 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.

2.08 "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.

2.09 "Claims Administrator" shall mean the Administrator or its designee responsible for administering claims for benefits under the Plan.

2.10 "Claims Appeal Administrator" shall mean the Administrator or its delegee responsible for administering appeals from the denial or partial denial of claims for benefits under the Plan.

2.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.12 "Covered Employment" shall mean that period during which a Participant is actively employed by an Employer and is eligible for participation hereunder under the terms and conditions set forth in the Plan.

2.13 "Deferred Compensation" shall mean the amount of deferred Base Salary, Incentive Compensation, Executive Plan Benefits, and EOP or EAP Deferrals credited to a Participant's Account, as valued at any given point in time based on the relative value of the respective Investment Funds that the Participant directs over time less administrative charges or costs, and that would be available for distribution assuming that all requirements and requisites for distribution under the Plan are satisfied.

2.14 "Designation Date" shall mean the date or dates as of which an initial or subsequent designation of deemed investment directions by a Participant takes effect pursuant to Section 4.09.

2.15 "EAIP" shall mean the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.16 "Employee" shall mean an employee of a System Company who is in the select group of management or highly compensated employees.

2.17 "Employer" shall mean the System Company with which the Participant is last employed on or before the Participant's termination from System employment.

2.18 "EOP" and "EAP" shall mean, respectively, the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries and the Entergy Corporation and Subsidiaries Equity Awards Plan, both as amended from time to time.

2.19 "EOP or EAP Deferrals" shall mean Performance Units, Restricted Share Units, or Equity Awards under the EOP or EAP for which a System Management Participant has made an effective Deferral Election in accordance with the terms and conditions of the EOP or EAP, as applicable, and with respect to which the System Management Participant makes a subsequent election to have such deferred Performance Units, Restricted Share Units, or other Equity Awards deferred under and deemed invested in one or more Investment Funds under this Plan in accordance with the terms and conditions set forth in Section 4.04 of this Plan. Notwithstanding any provision of this Plan to the contrary, Performance Units, Restricted Share Units, or other Equity Awards shall not be eligible "EOP or EAP Deferrals" unless specifically authorized by the Senior Vice-President, Human Resources and Administration. In addition, deferred gains from the exercise of stock options under the EOP or EAP shall not be "EOP or EAP Deferrals."

2.20 "Executive Plan Benefits" shall mean a lump sum benefit payable to a System Management Participant from one of the following Entergy Corporation sponsored non-qualified plans, in accordance with the terms and conditions of such plans: Pension Equalization Plan of Entergy Corporation and Subsidiaries, Post-Retirement Plan of Entergy Corporation and Subsidiaries, Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, System Executive Retirement Plan of Entergy Corporation and Subsidiaries, and Defined Contribution Restoration Plan of Entergy Corporation.

2.21 "Incentive Compensation" means: (a) the amount of any incentive award payable based on performance years commencing on or after January 1, 1997 that a Participant may become eligible to receive during a period of Covered Employment under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, (b) the amount of any additional types or forms of compensation (including, but not limited to, Restrictive Share Units under the EOP or EAP, any amount awarded under the Long Term Incentive Program of the EAP for performance periods ending on or after December 31, 2003, and signing bonuses) that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, and (c) any amount awarded und er the Long Term Incentive Program of the EOP for performance periods ending on or after December 31, 2003. The determination by the Administrator or by the Senior Vice-President, Human Resources and Administration as to the inclusion or exclusion of any compensation with respect to one or more Employees as "Incentive Compensation" under the terms of this Plan shall be final and binding on all parties.

2.22 "Investment Funds" shall mean, at the discretion of the Senior Vice-President, Human Resources and Administration, the several T. Rowe Price investment funds from time to time available under the Savings Plan (but excluding the Entergy Stock Fund), and/or any other investments that the Senior Vice-President, Human Resources and Administration may from time to time thereafter establish for purposes of this Plan after consideration of the costs associated with, and the flexibility granted by, such investments, which investments shall be used as a basis for determining the value of Deferred Compensation credited to a Participant's Account.

2.23 "Participant" shall mean any Employee who (a) is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals pursuant to Section 3.01 and (b) elects to do so. Any employee who is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals under this Plan and has Deferred Compensation allocated to his Account hereunder shall remain a Participant through the date on which all such sums are distributed pursuant to Section 4.11, 4.12, 4.13 or 4.14, as applicable. Such Employee's status as a Participant through the date of any such distribution does not convey any continued right to defer additional sums hereunder nor to make any further investment directions with respect to book-entry amounts held in his Account except in accordance with rules and procedures established by the Administrator.

2.24 "Personnel Committee" shall mean the Personnel Committee of the Board of Directors.

2.25 "Plan" shall mean this Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated generally effective February 13, 2003, and any amendments, supplements or modifications from time to time made hereto.

2.26 "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 of Directors 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).

2.27 "Savings Plan" shall mean the Savings Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.28 "System" shall mean Entergy Corporation and all other System Companies, and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 7.03 of this Plan.

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 as contemplated in Section 7.03 of this Plan.

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 is currently, or was immediately prior to the commencement of a Change in Control Period, at one of the System Management Levels set forth in Section 2.30. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 4.06(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 4.06.

2.32 "Valuation Date" shall mean the valuation date relating to the date on which the Participant is scheduled to have Deferred Compensation distributed to him in accordance with Section 4.11, 4.12, 4.13 or 4.14, files or makes a change in investment direction, or transfers from one System employer to another, as applicable to the particular circumstances requiring the valuation of the Deferred Compensation allocated to the Participant's Account. For purposes of periodic reporting and disclosure to Participants as to the relative value of their Account, the "Valuation Date" shall be the last business day immediately preceding the Participant's inquiry or such other date as the Administrator may determine and disclose in any such report or disclosure.

ARTICLE III

PARTICIPATION

3.01 Eligibility and Participation. Any Employee who is employed on a salaried basis in a bona fide executive, administrative, or professional capacity at a specified rate per annum, and who has been approved and remains eligible for participation in EAIP shall be eligible to participate in the Plan during his period of Covered Employment. Subject to the provisions of the Plan and without limiting the eligibility of those persons described herein, the Administrator shall from time to time designate as eligible hereunder such other Employees who, in the written opinion of the Administrator, have significant responsibility for the continued growth, development and financial success of Entergy Corporation and any of its affiliates. An Employee described above who elects to participate shall become a Participant in the Plan. A Participant may lose his eligibility to participate at any time by written determination of the Administrator, but shall retain his rights hereunder to the Deferred Compens ation credited to his Accounts through the date of any such removal. The Administrator shall have complete discretion to terminate the participation by any Participant who has made a willful and deliberate misrepresentation or false statement to the Administrator as a means for qualifying for, or obtaining, a distribution under the Plan.

3.02 Removal from Participation.

1. A Participant made eligible under the terms of Section 3.01 shall lose his eligibility to participate under the Plan on the later of the following events: (1) termination of System employment; or (2) distribution of all the Deferred Compensation credited to his Account under the Plan; (3) loss of eligibility to participate under the EAIP unless the Administrator, in its discretion, has designated such employee as an Employee who is eligible to participate pursuant to Section 3.01 above; or (4) written revocation of Participant status pursuant to Section 3.01 above based on a false or misleading statement or representation made by the Participant to the Administrator in the exercise of any and all rights, options or directions available to the Participant under the terms of the Plan. That is, by way of illustration and without limiting the breadth of the foregoing, if the Participant makes a willful and deliberate misrepresentation to the Administrator as a means for qualifying for, or obtaining, a Hards hip Distribution under Section 4.11, such Participant shall be subject to immediate loss of continued Participant status except to the extent of any Deferred Compensation previously allocated to his Account under the Plan. Further, any willful or deliberate misrepresentation made by a Participant shall subject the Participant to disciplinary actions, including discharge, by the Employer or the right of the Administrator to demand and recover from the Participant any amounts distributed to the Participant based on any such false or misleading statements or misrepresentations.
   
2. Further, if any Participant loses his eligibility for participation in the EAIP and has not otherwise been designated as an eligible Employee by the Administrator hereunder, such Participant shall remain a Participant solely as to the Deferred Compensation credited to his Account on the date on which his participation in the EAIP ceases, and such participation hereunder shall continue until the later of the occurrence of one of the events described in 3.02(a).

3.03 Continuation of Participation through Distribution. Notwithstanding anything stated in Section 3.02 to the contrary, a Participant shall remain a Participant through the date on which his Deferred Compensation is distributed to him, except that a Participant who has experienced any of the events or circumstances described in Section 3.02(a) shall not be permitted to make any further deferrals under the Plan after the date of such event. As to any undistributed Deferred Compensation credited to his Account prior to occurrence of an event or circumstance described in Section 3.02(a), such Participant may continue to make investment directions in accordance with Section 4.09, subject to the rules, regulations and procedures from time to time established by the Administrator.

ARTICLE IV

DEFERRAL ELECTIONS

4.01 Deferral of Base Salary.

(a) Subject to the applicable deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations and procedures as may be established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Base Salary (but not amounts in excess of his Available Base Salary). Such initial Base Salary deferral election must be made prior to the beginning of the first complete payroll period with respect to which such Base Salary is payable and in such form as the Administrator (or its delegate) may require. Any such election shall remain in effect with respect to future Base Salary amounts through the earlier of (1) the Participant's termination of employment or loss of Participant status under Section 3.02(a) above, whichever is earlier, or (2) the effective date for any election made by the Participant with respect to future Base Salary amounts subsequent to such initial election. Any such election shall be g iven prospective effect only and shall not adversely affect any Deferred Compensation deferred or credited to the Participant's Account based on any prior deferral election.

(b) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Base Salary.

4.02 Deferral of Incentive Compensation.

1. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Incentive Compensation. However, with respect to Incentive Compensation payable under the terms of the EAIP for performance years ending prior to January 1, 2004, a Participant could not initially defer under this Plan more than the amount of such Incentive Compensation attributable to the same performance year that was deferred by the Participant under the terms of the Equity Awards program of the EOP or EAP, as applicable.
2. Each initial deferral election shall be made in such form as the Administrator (or its delegate) may require and in accordance with the following provisions:
1. With respect to Incentive Compensation payable under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, an initial deferral election must be made prior to the beginning of performance year with respect to which such Incentive Compensation relates.
   
2. With respect to (i) amounts awarded under the Long Term Incentive Program ("LTIP") of the EOP for performance periods ending on or after December 31, 2003, or (ii) amounts awarded under the LTIP of the EAP for performance periods ending on or after December 31, 2003 that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the earliest date such award under the EOP or EAP may be delivered to the Participant, but in no event later than the date that precedes by six months the end of the applicable performance period.
   
3. With respect to Restricted Share Units awarded under the EOP or EAP that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the expiration of the Restricted Period for such award under the EOP or EAP, as applicable, but in no event later than the date that precedes by six months the expiration of the Restricted Period for such award under the EOP or EAP, as applicable.
   
4. With respect to all other Incentive Compensation that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made prior to the commencement of the first payroll period with respect to which such Incentive Compensation is earned and no later than end of the calendar year immediately preceding the earliest date such Incentive Compensation is otherwise scheduled for payment to the Participant, but in no event later than the date that precedes by six months the scheduled payment date of such Incentive Compensation.

Any such election shall apply only to Incentive Compensation payable with respect to a single performance period and shall not have any continuing deferral effect or application as to Incentive Compensation payable for any future performance periods. That is, a separate Incentive Compensation deferral election must be made with respect to the Incentive Compensation payable for each performance period.

(c) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Incentive Compensation.

4.03 Deferral of Executive Plan Benefits. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to convert the entire amount of his Executive Plan Benefits to an equivalent credited balance under this Plan. Any election to convert Executive Plan Benefits into this Plan must include the entire value of such Executive Plan Benefits. A System Management Participant may then elect to defer (in one- percent increments) under this Plan any percentage of his converted Executive Plan Benefits.

For purposes of this Plan, an initial Executive Plan Benefits conversion and deferral election must be made at least 6 months prior to: (a) 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"); (b) 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 (c) the earliest distribution date of Executive Plan Benefits following a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries) and in such form as the Administrator (or its delegate) may require.

4.04 Rebalancing of EOP or EAP Deferrals. System Management Participants shall not be eligible to rebalance EOP or EAP Deferrals, unless and until specifically authorized by the Senior Vice-President, Human Resources and Administration. Subject to the immediately preceding sentence, the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to further defer all or any whole percentage of his EOP or EAP Deferrals to an equivalent credited balance under this Plan.

For purposes of this Plan, an initial election to further defer EOP or EAP Deferrals to an equivalent credited balance under this Plan must be made in such form and at such time as the Administrator (or its delegate) may require. A System Management Participant's existing deferral election under the EOP or EAP, as applicable, shall continue to govern the timing of deferral of any EOP or EAP Deferral amount converted to an equivalent credited balance under this Plan. Any Successive Deferral Election (as defined below) with respect to an EOP or EAP Deferral amount deferred under this Plan shall be made in accordance with, and governed by, the remaining provisions of this Article IV.

4.05 Deferral Receipt Date for System Management Participants. Receipt of Deferred Compensation may be deferred to such date or dates as a System Management Participant shall specify in a 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 Compensation 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 Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral may be postponed beyond termination of employment, but in no event later than death.

4.06 Deferral Election Procedure for System Management Participants. Each deferral election shall be effective upon its execution and delivery to the Administrator (or its delegate), provided such delivery is made in accordance with the time or times specified in this Article IV. Once made, a deferral election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously Deferred Compensation (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 Administrator (or its delegate), provided always that:

1. 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 Administrator (or its delegate) of such election;
   
2. 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
   
3. No Successive Deferral Election may be made following the System Management Participant's termination of employment unless such 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.

4.07 Deferral Election Procedure for All Participants. With respect to all Participants, the Administrator 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 by a System Management Participant) and may condition such elections in any manner that such Administrator 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 by a System Management Participant) or to reject any such deferral election (including any Successive Deferral Election by a System Management Participant) as the Administrator 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 by a System Management Participant) is delayed pursuant to such authority, the Administrator shall notify the Participant of such delay and advise the Participant of the anticipated effective date of such election.

4.08 Accounts. The amount of any deferrals elected by the Participant pursuant to Sections 4.01, 4.02, 4.03 and 4.04 respectively, shall be credited to the Account established and maintained for such Participant. Such Account of the Participant shall be the record of cumulative Deferred Compensation attributable to his deferrals under the Plan, solely for accounting purposes and, as provided in Section 5.01, shall not require a segregation of any System Company assets.

4.09 Deemed Investment Direction of Participants. Subject to such limitations as may from time to time be required by law, imposed by the Administrator, or contained elsewhere in the Plan and subject to such operating rules and procedures as may be imposed from time to time by the Administrator, prior to and effective for each Designation Date, each Participant may communicate to the Administrator, or to any person to whom the Administrator has delegated such Administrative duties, a direction as to how his Account should be deemed to be invested among the Investment Funds as such are from time to time available under the Savings Plan. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant's Account that is requested to be deemed to be invested in the respective Investment Funds on a book-entry basis only and shall be subject to such rules and procedures for direction of investments under the Savings Plan, as modified by the Administrator with respect to the Plan. Unless and until the Employer elects, in its discretion, or is required to fund the obligations of the Employer reflected by the Deferred Compensation pursuant to Article V, no actual investments in the several Investment Funds shall be made hereunder, and the Participants shall have no right, claim or demand with respect to any such Investment Funds based on the deemed investment of Deferred Compensation.

4.10 Allocation of Deemed Earnings or Losses on Accounts. Pursuant to Section 4.09, each Participant shall have the right to direct the Administrator as to how the Deferred Compensation credited to his Account shall be deemed invested. The Administrator shall maintain records that track or replicate the performance of such deemed investments in the respective Investment Funds consistent with the Participant's directions. The Participant's account will be credited with the increase or decrease in the realizable net asset value of the designated deemed investments. As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value of each Investment Fund since the preceding Valuation Date shall be credited among the respective Participants' Accounts deemed to be invested in that Investment Fund in accordance with the ratio that the portion of the Deferred Compensation Fund bears to the aggregate of all amounts deemed to be invested within that same Investment Fund. For instance, if the net asset value per unit held in the Investment Fund increased by 2%, the Participant's Account shall be credited with 2% per unit deemed held by the Participant's Account in such Investment Fund pursuant to his investment directions.

4.11 Hardship Distributions. At any time a Participant may apply to the Administrator for a special distribution of all or any part of his Account 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 Participant and/or members of his immediate family;
2. to prevent the foreclosure or eviction from the Participant's primary residence;
3. funeral expenses for an immediate family member of the Participant; or
4. substantial casualty losses.

The Senior Vice-President, Human Resources and Administration, on behalf of the Administrator, shall consider the circumstances of each such case and the best interest of the Participant and his family and shall have the right, in his 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 Participant's employer shall make the appropriate distribution to the Participant from its general assets in respect of the Participant's Account and the Administrator shall accordingly reduce or adjust the amount of Deferred Compensation credited to the Participant's Account. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Account. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the Participant's app lication for the special distribution. If the amount of the requested distribution equals or exceeds the full value of the Deferred Compensation credited to the Participant's Account on such Valuation Date and a special distribution is subsequently made hereunder, the Account shall not thereafter be credited with further earnings or losses with respect to the distributed amounts pursuant to Section 4.10.

4.12 Accelerated Distribution to System Management Participant 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 System Management Participant of any part of System Management Participant's Deferred Compensation Account, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on such accelerated Deferred Compensation (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

4.13 Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a Participant, of one or more irrevocable deferral elections or Successive Deferral Elections (in the case of a System Management Participant), if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that such Participant's Deferred Compensation Account constitutes taxable income to the Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Compensation is scheduled to be distributed to the Participant, such Participant may require the immediate payment to the Participant of such amount of Participant's Deferred Compensation Account as is held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 4.13, the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if s uch claim is upheld by a court of final jurisdiction, or if the Employer, or the Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the 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.

4.14 Payment of Deferred Compensation.

1. System Management Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11, distributed in an accelerated distribution subject to penalty pursuant to Section 4.12, or distributed due to current taxation pursuant to Section 4.13, a System Management Participant who has Deferred Compensation credited to his Account shall be entitled to irrevocably elect at least six (6) months prior to his Deferral Receipt Date to receive such Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, either in (i) a single-sum cash distribution from the Employer as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date; or (ii) in substantially equal annual cash installments payable over a period not to exceed ten (10) years from the System Management Participant's Deferral Receipt Date, in which case those amounts not yet distributed to the System Management Participant shall continue to be deemed invested in accord ance with Section 4.09. In the event a System Management Participant elects the installment payment method set forth in (ii) above and thereafter dies prior to receiving his entire Deferred Compensation amount, such remaining unpaid Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, shall be paid in a single-sum cash distribution to the System Management Participant's Beneficiary as soon as reasonably practicable following the System Management Participant's date of death.

 (b) All Other Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11 or distributed due to current taxation pursuant to Section 4.13, a Participant who is not a System Management Participant and who has Deferred Compensation credited to his Account shall be entitled to receive a cash distribution from the Employer within thirty days of his retirement or termination of employment with Entergy and all of its affiliates, or as reasonably practicable thereafter, as the Administrator shall determine. Such distribution shall be an amount equal to the value of the Deferred Compensation credited to his Account as of the effective date of the Participant's retirement or termination from service, less any amounts withheld to satisfy federal and state income tax withholding obligations.

4.15 Acceleration Upon Death. Notwithstanding an irrevocable deferral election (including any Successive Deferral Election by a System Management Participant), if a Participant dies, all of a System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of Participant's Deferred Compensation Account as of the time of his death (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.

4.16 Non-Transferability. Deferred Compensation 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.

ARTICLE V

SOURCE OF PAYMENTS

5.01 Unfunded Plan. In the case of Deferred Compensation credited to a Participant's Account under the Plan, no actual units in the respective Investment Funds shall be purchased at the time of the deferrals, and Entergy, the Employer and the Plan, or any one of them, shall not be required to set aside a fund or assets for the payment of any such Deferred Compensation. It is a condition of the Plan, and the Participant expressly agrees, that neither he nor any other person or entity shall look to any other person or entity other than the Employer for the payment of benefits under the Plan. The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any such person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by the Employer or in which the Employer may have any right, title or interest now or in the future. However, the Participant or any such person or entity shall have the right to enforce his claim against the Employer in the same manner as any other unsecured creditor of the Employer.

5.02 Employer Liability. At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for the future benefit payments under the Plan. However, (a) a System Company employer shall be under no obligation to fund the benefits provided under this Plan; (b) the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and (c) such funds may be available for any purpose the System Company may choose. Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder provided, however, any and all rights that any such Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.  The Employer reserves the right, in its sole discretion, to establish and maintain a rabbi trust to hold assets that may be used to cover the Employer's costs of the Plan including, without limitation, a rabbi trust that provides for the actual investment of contributions in the respective Investment Funds, as available to the Employer, on the same basis as the deemed investment directions made by the Participant pursuant to Section 4.09.

5.03 Establishment of Trust. Notwithstanding any provisions of this Article V to the contrary, within thirty (30) days following a Change in Control, each Employer 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 Employer's contribution shall be in an amount equal to the total benefits credited to such Employer's Plan Participants (including a Participant's Beneficiary) under the Plan through the date of any such Change of Control. If one or more of an Employer's Participants shall continue to be employed by a System Company of Entergy after such a Change of Control, each calendar year the Employer 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 credited to the Employer's Plan account under the Trust that is equal to the total unpaid benefits of the Employer's Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section 5.03 to the contrary, an Employer may make contributions to the Trust prior to a Change of 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 Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Administrator shall operate and administer the Plan and, as such, shall have the authority as Administrator to exercise the powers and discretion conferred on it by the Plan, including the right to delegate any function to a specified person or persons. The Administrator shall discharge its duties for the exclusive benefit of the Participants and their Beneficiaries.

6.02 Powers of the Administrator. The Administrator and any of its delegees shall administer the Plan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and discretion to make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan. All findings, decisions, or determinations of any type made by the Administrator, including factual determinations and any interpretation or construction of the Plan, shall be final and binding on all parties and shall not be disturbed unless the Administrator's decisions are arbitrary and capricious. The Administrator shall be the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit. By way of example, the Administrator shall have the sole and exc lusive power and discretion:

1. to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan;
   
2. to interpret the Plan including, without limitation, the power to use Administrator's sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;
   
3. to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive under the Plan;
   
4. to require such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;
   
5. to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;
   
6. to compute the amount and determine the manner and timing of any benefits payable under the Plan;
   
7. to execute or deliver any instrument or make any payment on behalf of the Plan;
   
8. to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;
   
9. to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan;
   
10. to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure;
    
11. to grant or establish Accounts pursuant to Article IV, to determine restrictions related to Deferred Compensation and any credits to or distributions from such Accounts, to determine the employees to whom, and the time or times when, participation in the Plan shall be permitted hereunder, and to determine the amount of Deferred Compensation to be credited to such Accounts for Participants; and
    
12. to determine the terms and provisions of the Participant deferral elections (which need not be identical).

For any acts not specifically enumerated above, when applying, construing, or interpreting any and all Plan provisions and/or fact questions presented in claims for benefits, the Administrator shall have the same discretionary powers as enumerated above.

6.03 Reliance on Reports and Certificates. The Administrator may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, counsel or other person who may from time to time be employed or engaged for such purposes.

6.04 Claims Administration. The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 6.02, such delegees shall have all powers, authority, and discretion necessary or proper for such purpose. In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

6.05 Filing Benefit Claims. Any claim asserting entitlement to a benefit under the Plan must be asserted within ninety (90) days after the event giving rise to the claim by sending written notice of the claim to the Claims Administrator. The written notice of the claim must be accompanied by any and all documents, materials, or other evidence allegedly supporting the claim for benefits. If the claim is granted, the claimant will be so notified in writing by the Claims Administrator.

6.06 Denial or Partial Denial of Benefit Claims. If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the Claims Administrator has received the claim. In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial ninety (90) day period. The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

1. the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;
   
2. if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and
   
3. an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

6.07 Appeal of Claims That Are Denied or Partially Denied. The claimant may request review of the Claims Administrator's denial or partial denial of a claim for Plan benefits. Such request must be made in writing within 60 days after claimant has received notice of the Claims Administrator's decision and shall include with the written request for an appeal any and all documents, materials, or other evidence which claimant believes supports his or her claim for benefits. The written request for an appeal, together with all documents, materials, or other evidence which claimant believes supports his or her claim for benefits should be addressed to the Claims Administrator, who will be responsible for submitting the appeal for review to the Claims Appeal Administrator.

6.08 The Appeal Process. The Claims Administrator will submit the appeal to the Claims Appeal Administrator for review of the denial or partial denial of the claim. Within sixty (60) days after the receipt of claimant's appeal, claimant will be notified of the final decision of the Claims Appeal Administrator, unless, in the Claims Appeal Administrator's sole discretion, circumstances require an extension of this period for up to an additional sixty (60) days. If such an extension is required, the Claims Appeal Administrator shall notify claimant of this extension in writing before the expiration of the initial sixty-day period. During the appeal, the Claims Appeal Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. The final decision of the Claims Appeal Administrator shall set forth in writing the facts and Plan provisions u pon which the decision is based. All decisions of the Claims Appeal Administrator are final and binding on all employees, Participants, their Beneficiaries, or other claimants.

6.09 Judicial Proceedings for Benefits. No claimant may file suit in court to obtain benefits under the Plan without first completely exhausting all stages of this claims review process. In any event, no legal action seeking Plan benefits may be commenced or maintained against the Plan more than ninety (90) days after the Claims Appeal Administrator's decision on appeal.

6.10 Non-Uniform Determinations. The Administrator's determinations under the Plan, including, without limitation, determinations as to the Employees eligible to defer a portion of their Available Base Salary and/or Incentive Compensation, and the terms and provisions of such deferrals, need not be uniform and may be made by it selectively among Employees who receive or are eligible to participate in the Plan, whether or not such Employees are similarly situated.

ARTICLE VII

TERMINATION OR AMENDMENT OF THE PLAN

7.01 Termination and Amendment. Subject to Sections 1.02 and 7.02, the Plan may be suspended, terminated, modified or amended at any time whatsoever by the Board of Directors of Entergy Corporation or any other person or persons whom the Board of Directors may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the respective Employers. Any such action shall be evidenced by the minutes of the Board of Directors or a written certificate of amendment or termination executed by any person or persons so authorized by the Board of Directors. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue in effect with respect to Deferred Compensation allocated to the Participant's Account on or before the date of such termination.

7.02 Restrictions on Amendment or Termination. Any amendment or modification to, or the termination of, the Plan shall be subject to the following restrictions:

1. No amendment to, or termination of, the Plan following a Change in Control shall reduce the amount credited to a Participant's Account under this Plan through the date of any such amendment or termination.
   
2. No amendment, modification, suspension or termination of the Plan may reduce the amount of benefits or adversely affect the manner of payment of benefits of any Participant or Beneficiary then receiving benefits, unless such modification is agreed to in writing and signed by the affected Participant or Beneficiary and by the Plan Administrator, or by their legal representatives and successors; and
   
3. Unless agreed to in writing and signed by the affected Participant and by the Plan Administrator, no provision of this Plan may be modified, waived or discharged before the earlier of: (i) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (ii) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

7.03 Successors. A System employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of its business and/or assets to expressly assume and agree to perform this Plan in the same manner and to the same extent that the System employer would be required to perform it if no such succession had taken place. Any successor or surviving entity that assumes or otherwise adopts this Plan as contemplated in this Section 7.03 shall succeed to all the rights, powers and duties of the Employer and the Board of Directors hereunder, subject to the restrictions on amendment or termination of the Plan as set forth in Section 7.02.

ARTICLE VIII

MISCELLANEOUS

8.01 Tax Withholding. Subject to such terms and conditions as may be established by the Administrator, the Participant shall pay to have withheld by the Employer any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to the Deferred Compensation distributed under this Plan or, in lieu of such withholding, shall remit to the Employer such amount as so necessary to satisfy such applicable federal, state or local tax withholding requirements promptly upon notification of the amounts due. The Administrator may permit such amount to be paid by the Participant to be withheld from the value of the Participant's Account that otherwise would be distributed to such Participant upon the distribution of the Deferred Compensation allocated to the Participant's Account.

8.02 Deferral Elections. Each deferral election made pursuant to Article IV shall be subject to such restrictions, terms and conditions as the Administrator may require. Notwithstanding anything to the contrary contained in the Plan, no System Company is obligated to accept, permit or recognize any deferrals under the Plan made by any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such deferral in such form as the Administrator may determine from time to time.

8.03 Effect on Other Plans. Any increases or losses in the value of Deferred Compensation credited to the Participant's Account through the date of distribution shall not constitute earnings for purposes of any pension plan covering employees of any System Company except as otherwise expressly provided in any such pension plan.

8.04 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.

8.05 Captions. The captions of this Plan are not part of the provisions of the Plan and shall have no force and effect.

8.06 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.

8.07 No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment.

8.08 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Plan Administrator on the date it is personally delivered to the Plan Administrator or three business days after it its sent by registered mail, postage prepaid, and properly addressed to Entergy Services, Inc., Employee Benefits Department, Attention: Plan Administrator, Executive Deferred Compensation Plan, 639 Loyola Avenue, 14^th Floor, New Orleans, Louisiana 70113 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 his Employer.

8.09 Controlling Law. The administration of the Plan, and any Trust established thereunder, shall be governed by applicable federal law, including ERISA, and, to the extent federal law is inapplicable, 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.

IN WITNESS WHEREOF, the Personnel Committee has caused this Amendment and Restatement of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries to be executed by its duly authorized representative on this 10th day of June, 2003.

PERSONNEL COMMITTEE
through the undersigned duly authorized representative

                                                                                /s/ William E. Madison
                                                                                 WILLIAM E. MADISON
                                                                                 Senior Vice-President,
                                                                                 Human Resources and Administration

EX-31 13 a31a.htm

Exhibit 31(a)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 14 a31b.htm

Exhibit 31(b)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

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

Date: August 11, 2003

EX-31 15 a31c.htm

Exhibit 31(c)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 16 a31d.htm

Exhibit 31(d)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 17 a31e.htm

Exhibit 31(e)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: August 11, 2003

EX-31 18 a31f.htm

Exhibit 31(f)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 19 a31g.htm

Exhibit 31(g)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 20 a31h.htm

Exhibit 31(h)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31 21 a31i.htm

Exhibit 31(i)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ 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: August 11, 2003

EX-32 22 a32a.htm

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: August 11, 2003

EX-32 23 a32b.htm

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,C. John Wilder, Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy Resources, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ C. John Wilder
C. John Wilder
Executive Vice President and Chief Financial Officer

Date: August 11, 2003

EX-32 24 a32c.htm

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 25 a32d.htm

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: August 11, 2003

EX-32 26 a32e.htm

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: August 11, 2003

EX-32 27 a32f.htm

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 28 a32g.htm

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 29 a32h.htm

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32 30 a32i.htm

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I,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 Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer

Date: August 11, 2003

EX-99 31 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest Charges $96,685 $97,023 $101,600 $109,523 $103,210 $95,536 Interest applicable to rentals 15,511 17,289 16,449 14,563 12,762 15,090 ----------------------------------------------------- Total fixed charges, as defined 112,196 114,312 118,049 124,086 115,972 110,626 Preferred dividends, as defined (a) 16,763 17,836 13,479 12,348 11,869 11,493 ----------------------------------------------------- Combined fixed charges and preferred dividends, as defined $128,959 $132,148 $131,528 $136,434 $127,841 $122,119 ===================================================== Earnings as defined: Net Income $110,951 $69,313 $137,047 $178,185 $135,643 $168,240 Add: Provision for income taxes: Total 71,374 54,012 100,512 105,933 71,404 87,873 Fixed charges as above 112,196 114,312 118,049 124,086 115,972 110,626 ----------------------------------------------------- Total earnings, as defined $294,521 $237,637 $355,608 $408,204 $323,019 $366,739 ===================================================== Ratio of earnings to fixed charges, as defined 2.63 2.08 3.01 3.29 2.79 3.32 ===================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.28 1.80 2.70 2.99 2.53 3.00 ===================================================== - ------------------------ (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 32 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest charges $178,220 $153,034 $158,949 $174,368 $144,840 $150,965 Interest applicable to rentals 16,927 16,451 18,307 18,520 16,483 15,773 ------------------------------------------------------ Total fixed charges, as defined 195,147 169,485 177,256 192,888 161,323 166,738 Preferred dividends, as defined (a) 32,031 29,355 15,742 13,017 6,190 3,787 ------------------------------------------------------ Combined fixed charges and preferred dividends, as defined $227,178 $198,840 $192,998 $205,905 $167,513 $170,525 ====================================================== 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 $93,805 Add: Income Taxes 31,773 75,165 103,603 82,038 65,997 3,020 Fixed charges as above 195,147 169,485 177,256 192,888 161,323 166,738 ------------------------------------------------------ Total earnings, as defined (b) $273,313 $369,650 $461,202 $454,370 $401,398 $263,563 ====================================================== Ratio of earnings to fixed charges, as defined 1.40 2.18 2.60 2.36 2.49 1.58 ====================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 1.20 1.86 2.39 2.21 2.40 1.55 ====================================================== (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 33 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $122,890 $117,247 $111,743 $116,076 $100,667 $94,899 Interest applicable to rentals 9,564 9,221 6,458 7,951 6,496 6,419 ------------------------------------------------------- Total fixed charges, as defined 132,454 126,468 118,201 124,027 107,163 $101,318 Preferred dividends, as defined (a) 20,925 16,006 16,102 12,374 10,647 $10,698 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $153,379 $142,474 $134,303 $136,401 $117,810 $112,016 ======================================================= Earnings as defined: Net Income $179,487 $191,770 $162,679 $132,550 $144,709 $128,889 Add: Provision for income taxes: Total Taxes 109,104 122,368 112,645 86,287 84,765 76,284 Fixed charges as above 132,454 126,468 118,201 124,027 107,163 101,318 ------------------------------------------------------- Total earnings, as defined $421,045 $440,606 $393,525 $342,864 $336,637 $306,491 ======================================================= Ratio of earnings to fixed charges, as defined 3.18 3.48 3.33 2.76 3.14 3.03 ======================================================= Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.75 3.09 2.93 2.51 2.86 2.74 ======================================================= - ------------------------ (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 34 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $40,927 $38,840 $44,877 $50,991 $45,464 $46,486 Interest applicable to rentals 1,864 2,261 1,596 1,849 1,916 1,903 ------------------------------------------------------- Total fixed charges, as defined 42,791 41,101 46,473 52,840 47,380 $48,389 Preferred dividends, as defined (a) 4,878 4,878 5,347 4,674 4,490 4,491 ------------------------------------------------------- Combined fixed charges and preferred dividends, as defined $47,669 $45,979 $51,820 $57,514 $51,870 $52,880 ======================================================= Earnings as defined: Net Income $62,638 $41,588 $38,973 $39,620 $52,408 $68,493 Add: Provision for income taxes: Total income taxes 28,031 17,537 22,868 20,464 17,846 26,719 Fixed charges as above 42,791 41,101 46,473 52,840 47,380 48,389 -------------------------------------------------------- Total earnings, as defined $133,460 $100,226 $108,314 $112,924 $117,634 $143,601 ======================================================== Ratio of earnings to fixed charges, as defined 3.12 2.44 2.33 2.14 2.48 2.97 ======================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.80 2.18 2.09 1.96 2.27 2.72 ======================================================== - ------------------------ (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 35 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 June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $14,792 $14,680 $15,891 $19,661 $27,950 $23,422 Interest applicable to rentals 1,045 1,281 1,008 977 1,043 1,009 ---------------------------------------------------- Total fixed charges, as defined 15,837 15,961 16,899 20,638 28,993 24,431 Preferred dividends, as defined (a) 1,566 1,566 1,643 2,898 2,736 3,463 ---------------------------------------------------- Combined fixed charges and preferred dividends, as defined $17,403 $17,527 $18,542 $23,536 $31,729 $27,894 ==================================================== Earnings as defined: Net Income $16,137 $18,961 $16,518 ($2,195) ($230) 5,764 Add: Provision for income taxes: Total 10,042 13,030 11,597 (4,396) (422) 2,911 Fixed charges as above 15,837 15,961 16,899 20,638 28,993 24,431 ---------------------------------------------------- Total earnings, as defined $42,016 $47,952 $45,014 $14,047 $28,341 $33,106 ==================================================== Ratio of earnings to fixed charges, as defined 2.65 3.00 2.66 0.68 0.98 1.36 ==================================================== Ratio of earnings to combined fixed charges and preferred dividends, as defined 2.41 2.74 2.43 0.60 0.89 1.19 ==================================================== - ------------------------ (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 36 a99f.txt

Exhibit 99(f) System Energy Resources, Inc. Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Fixed Charges June 30, 1998 1999 2000 2001 2002 2003 Fixed charges, as defined: Total Interest $116,060 $147,982 $118,519 $138,018 $76,639 $74,669 Interest applicable to rentals 5,189 3,871 5,753 4,458 3,250 3,100 --------------------------------------------------------- Total fixed charges, as defined $121,249 $151,853 $124,272 $142,476 $79,889 $77,769 ========================================================= Earnings as defined: Net Income $106,476 $82,375 $93,745 $116,355 $103,352 97,930 Add: Provision for income taxes: Total 77,263 53,851 81,263 43,761 76,177 75,432 Fixed charges as above 121,249 151,853 124,272 142,476 79,889 77,769 --------------------------------------------------------- Total earnings, as defined $304,988 $288,079 $299,280 $302,592 $259,418 $251,131 ========================================================= Ratio of earnings to fixed 2.52 1.90 2.41 2.12 3.25 3.23 charges, as defined =========================================================

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EX-10

Exhibit 10(d)

EXECUTIVE DEFERRED COMPENSATION PLAN

OF ENTERGY CORPORATION AND SUBSIDIARIES

(As Amended and Restated Generally Effective February 13, 2003)

On October 25, 1996, the Board of Directors of Entergy Corporation approved, authorized and adopted the Entergy Executive Compensation Deferral Program for the benefit of certain executive employees of Entergy Corporation and its subsidiaries. On December 4, 1998, the Board of Directors of Entergy Corporation amended, restated and renamed the program as the Executive Deferred Compensation Program of Entergy Corporation and Subsidiaries. On October 29, 1999, the Board of Directors of Entergy Corporation approved, authorized and adopted certain changes to the program that were incorporated into an amendment and restatement, which was renamed the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, and which was effective January 1, 2000. The Plan has since been amended from time to time, and is now hereby amended and restated in its entirety to incorporate such prior amendments and those additional amendments approved by the Personnel Committee of the Board of Directors on February 13, 2003.

ARTICLE I

PURPOSE AND DURATION

1.01 Purpose. The Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries has as its purpose attracting and retaining certain executive employees who are members of a select group of management or highly compensated employees. The Plan is designed to aid Participants in furthering their financial independence by providing them with an opportunity to systematically defer receipt of a portion of their eligible compensation as a means for providing benefits for the Participant at termination of employment. The Plan thereby defers taxation of such benefits to the Participant until distribution, pursuant to Section 451 of the Internal Revenue Code of 1986, as amended. The Plan is intended to be a top-hat plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly compensated employees) under Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. Effective December 7, 2001, the Pla n's purpose of attracting and retaining certain executive employees has been enhanced by allowing a System Management Participant the opportunity to defer receipt of all or a portion of his Executive Plan Benefits.

1.02 Scope and Duration. Entergy hopes and expects to continue the Plan indefinitely but expressly reserves the right to amend or terminate it, or discontinue recognition of any further deferrals under its terms, and each employer reserves the right to withdraw from the Plan, subject to the provisions hereinafter set forth. The benefits payable under the Plan are independent of any benefits the Employee is or may become entitled to receive under any funded pension, profit sharing, stock bonus or savings plan, except that the measure of the future value of amounts credited to a Participant's Account hereunder shall be based on the relative value of such Account balances had those balances represented actual dollars invested in selected investment funds from time to time available at the Administrator's discretion under the Savings Plan and/or any other measure that the Administrator may from time to time thereafter establish for purposes of this Plan.

ARTICLE II

DEFINITIONS

The following terms shall have the meaning hereafter indicated unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account the Administrator maintains, on a book-entry basis only, for each Participant under the Plan. Such Account shall include a book entry for the deferrals elected by the Participant hereunder subject to change or adjustment based on the changes in the relative value of those Investment Funds that the Participant from time to time directs as the basis for the valuation of the deferred amounts allocated to his or her Account. No actual dollars are maintained in, nor accounted for under, any such Account.

2.02 "Administrator" shall mean the Personnel Committee established by the Board of Directors, or such other individuals or committee (not fewer than three in number) as shall from time to time be designated in writing by the Chairman of the Board of Directors as the administrator of the Plan. The Administrator shall be the "plan administrator" for the Plan within the meaning of ERISA. Notwithstanding the foregoing, from and after the date immediately preceding the commencement of a Change in Control Period, the "Administrator" shall mean (a) the individuals (not fewer than three in number) who, on the date six months before the commencement of the Change in Control Period, constitute the Administrator, plus (b) in the event that fewer than three individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided, however, that the maximum number of individuals constituting the Administrator shall not exceed six.

2.03 "Available Base Salary" shall mean that portion of a Participant's Base Salary that remains after the deduction or reduction of such Base Salary on account of all appropriate or required tax withholdings, loan repayments, contributions under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan), deferral contributions pursuant to Code 401(k) or otherwise under the Savings Plan, United Way or other charitable deductions or contributions, political action committee contributions, garnishments or other legally required or mandated deductions (i.e., Internal Revenue Service levies), and any other deductions or reductions related to contributions to any other employee benefit plan from time to time sponsored by Entergy Corporation or in which the Employer is the sponsor or a participating employer.

2.04 "Base Salary" shall mean the regular or normal salary, exclusive of overtime or bonuses, normally payable to a Participant during any period of Covered Employment including the amount, if any, such Employee defers as a deferral contribution pursuant to Code 401(k) or otherwise under the Savings Plan, and under a cafeteria plan under Code 125 (including, without limitation, amounts contributed to a flexible spending account covered by such cafeteria plan).

2.05 "Beneficiary" shall mean any person or persons designated by a Participant to whom distribution of the Deferred Compensation credited to his Account shall be made in the event of his death prior to the full receipt thereof. A Participant may, prior to termination of his employment, designate one or more primary and contingent Beneficiaries to whom distribution of such Deferred Compensation shall be made in the event of his death prior to the full receipt thereof; provided, however, that in the event the Participant is married and no designation of Beneficiary is received by the Administrator prior to his death, such primary Beneficiary shall be deemed to be the Participant's surviving spouse. The Participant may elect to change or revoke his designated Beneficiary at any time; provided, however, that such new election or revocation shall not be effective unless in writing on forms provided by the Administrator and shall not in any event be effective unless and until filed with the Admini strator. If no designated or deemed Beneficiary survives the Participant or former Participant, or if an unmarried Participant or former Participant fails to designate a Beneficiary under the Plan, such Deferred Compensation shall be paid to his estate.

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

2.07 "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 twenty-five percent (25%) 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 (b) 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 of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);
   
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 of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period 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 (1) the insolvency or bankruptcy of Entergy Corporation; or (2) 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 Participants under the Plan; or (3) 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.

2.08 "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.

2.09 "Claims Administrator" shall mean the Administrator or its designee responsible for administering claims for benefits under the Plan.

2.10 "Claims Appeal Administrator" shall mean the Administrator or its delegee responsible for administering appeals from the denial or partial denial of claims for benefits under the Plan.

2.11 "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.12 "Covered Employment" shall mean that period during which a Participant is actively employed by an Employer and is eligible for participation hereunder under the terms and conditions set forth in the Plan.

2.13 "Deferred Compensation" shall mean the amount of deferred Base Salary, Incentive Compensation, Executive Plan Benefits, and EOP or EAP Deferrals credited to a Participant's Account, as valued at any given point in time based on the relative value of the respective Investment Funds that the Participant directs over time less administrative charges or costs, and that would be available for distribution assuming that all requirements and requisites for distribution under the Plan are satisfied.

2.14 "Designation Date" shall mean the date or dates as of which an initial or subsequent designation of deemed investment directions by a Participant takes effect pursuant to Section 4.09.

2.15 "EAIP" shall mean the Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.16 "Employee" shall mean an employee of a System Company who is in the select group of management or highly compensated employees.

2.17 "Employer" shall mean the System Company with which the Participant is last employed on or before the Participant's termination from System employment.

2.18 "EOP" and "EAP" shall mean, respectively, the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries and the Entergy Corporation and Subsidiaries Equity Awards Plan, both as amended from time to time.

2.19 "EOP or EAP Deferrals" shall mean Performance Units, Restricted Share Units, or Equity Awards under the EOP or EAP for which a System Management Participant has made an effective Deferral Election in accordance with the terms and conditions of the EOP or EAP, as applicable, and with respect to which the System Management Participant makes a subsequent election to have such deferred Performance Units, Restricted Share Units, or other Equity Awards deferred under and deemed invested in one or more Investment Funds under this Plan in accordance with the terms and conditions set forth in Section 4.04 of this Plan. Notwithstanding any provision of this Plan to the contrary, Performance Units, Restricted Share Units, or other Equity Awards shall not be eligible "EOP or EAP Deferrals" unless specifically authorized by the Senior Vice-President, Human Resources and Administration. In addition, deferred gains from the exercise of stock options under the EOP or EAP shall not be "EOP or EAP Deferrals."

2.20 "Executive Plan Benefits" shall mean a lump sum benefit payable to a System Management Participant from one of the following Entergy Corporation sponsored non-qualified plans, in accordance with the terms and conditions of such plans: Pension Equalization Plan of Entergy Corporation and Subsidiaries, Post-Retirement Plan of Entergy Corporation and Subsidiaries, Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, System Executive Retirement Plan of Entergy Corporation and Subsidiaries, and Defined Contribution Restoration Plan of Entergy Corporation.

2.21 "Incentive Compensation" means: (a) the amount of any incentive award payable based on performance years commencing on or after January 1, 1997 that a Participant may become eligible to receive during a period of Covered Employment under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, (b) the amount of any additional types or forms of compensation (including, but not limited to, Restrictive Share Units under the EOP or EAP, any amount awarded under the Long Term Incentive Program of the EAP for performance periods ending on or after December 31, 2003, and signing bonuses) that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, and (c) any amount awarded und er the Long Term Incentive Program of the EOP for performance periods ending on or after December 31, 2003. The determination by the Administrator or by the Senior Vice-President, Human Resources and Administration as to the inclusion or exclusion of any compensation with respect to one or more Employees as "Incentive Compensation" under the terms of this Plan shall be final and binding on all parties.

2.22 "Investment Funds" shall mean, at the discretion of the Senior Vice-President, Human Resources and Administration, the several T. Rowe Price investment funds from time to time available under the Savings Plan (but excluding the Entergy Stock Fund), and/or any other investments that the Senior Vice-President, Human Resources and Administration may from time to time thereafter establish for purposes of this Plan after consideration of the costs associated with, and the flexibility granted by, such investments, which investments shall be used as a basis for determining the value of Deferred Compensation credited to a Participant's Account.

2.23 "Participant" shall mean any Employee who (a) is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals pursuant to Section 3.01 and (b) elects to do so. Any employee who is eligible to defer Base Salary, Incentive Compensation, Executive Plan Benefits, or EOP or EAP Deferrals under this Plan and has Deferred Compensation allocated to his Account hereunder shall remain a Participant through the date on which all such sums are distributed pursuant to Section 4.11, 4.12, 4.13 or 4.14, as applicable. Such Employee's status as a Participant through the date of any such distribution does not convey any continued right to defer additional sums hereunder nor to make any further investment directions with respect to book-entry amounts held in his Account except in accordance with rules and procedures established by the Administrator.

2.24 "Personnel Committee" shall mean the Personnel Committee of the Board of Directors.

2.25 "Plan" shall mean this Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, as amended and restated generally effective February 13, 2003, and any amendments, supplements or modifications from time to time made hereto.

2.26 "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 of Directors 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).

2.27 "Savings Plan" shall mean the Savings Plan of Entergy Corporation and Subsidiaries, as amended from time to time.

2.28 "System" shall mean Entergy Corporation and all other System Companies, and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 7.03 of this Plan.

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 as contemplated in Section 7.03 of this Plan.

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 is currently, or was immediately prior to the commencement of a Change in Control Period, at one of the System Management Levels set forth in Section 2.30. Notwithstanding the foregoing, a former System Management Participant who has otherwise satisfied Section 4.06(c) shall be treated as a System Management Participant solely for purposes of being eligible to make Successive Deferral Elections in accordance with Section 4.06.

2.32 "Valuation Date" shall mean the valuation date relating to the date on which the Participant is scheduled to have Deferred Compensation distributed to him in accordance with Section 4.11, 4.12, 4.13 or 4.14, files or makes a change in investment direction, or transfers from one System employer to another, as applicable to the particular circumstances requiring the valuation of the Deferred Compensation allocated to the Participant's Account. For purposes of periodic reporting and disclosure to Participants as to the relative value of their Account, the "Valuation Date" shall be the last business day immediately preceding the Participant's inquiry or such other date as the Administrator may determine and disclose in any such report or disclosure.

ARTICLE III

PARTICIPATION

3.01 Eligibility and Participation. Any Employee who is employed on a salaried basis in a bona fide executive, administrative, or professional capacity at a specified rate per annum, and who has been approved and remains eligible for participation in EAIP shall be eligible to participate in the Plan during his period of Covered Employment. Subject to the provisions of the Plan and without limiting the eligibility of those persons described herein, the Administrator shall from time to time designate as eligible hereunder such other Employees who, in the written opinion of the Administrator, have significant responsibility for the continued growth, development and financial success of Entergy Corporation and any of its affiliates. An Employee described above who elects to participate shall become a Participant in the Plan. A Participant may lose his eligibility to participate at any time by written determination of the Administrator, but shall retain his rights hereunder to the Deferred Compens ation credited to his Accounts through the date of any such removal. The Administrator shall have complete discretion to terminate the participation by any Participant who has made a willful and deliberate misrepresentation or false statement to the Administrator as a means for qualifying for, or obtaining, a distribution under the Plan.

3.02 Removal from Participation.

1. A Participant made eligible under the terms of Section 3.01 shall lose his eligibility to participate under the Plan on the later of the following events: (1) termination of System employment; or (2) distribution of all the Deferred Compensation credited to his Account under the Plan; (3) loss of eligibility to participate under the EAIP unless the Administrator, in its discretion, has designated such employee as an Employee who is eligible to participate pursuant to Section 3.01 above; or (4) written revocation of Participant status pursuant to Section 3.01 above based on a false or misleading statement or representation made by the Participant to the Administrator in the exercise of any and all rights, options or directions available to the Participant under the terms of the Plan. That is, by way of illustration and without limiting the breadth of the foregoing, if the Participant makes a willful and deliberate misrepresentation to the Administrator as a means for qualifying for, or obtaining, a Hards hip Distribution under Section 4.11, such Participant shall be subject to immediate loss of continued Participant status except to the extent of any Deferred Compensation previously allocated to his Account under the Plan. Further, any willful or deliberate misrepresentation made by a Participant shall subject the Participant to disciplinary actions, including discharge, by the Employer or the right of the Administrator to demand and recover from the Participant any amounts distributed to the Participant based on any such false or misleading statements or misrepresentations.
   
2. Further, if any Participant loses his eligibility for participation in the EAIP and has not otherwise been designated as an eligible Employee by the Administrator hereunder, such Participant shall remain a Participant solely as to the Deferred Compensation credited to his Account on the date on which his participation in the EAIP ceases, and such participation hereunder shall continue until the later of the occurrence of one of the events described in 3.02(a).

3.03 Continuation of Participation through Distribution. Notwithstanding anything stated in Section 3.02 to the contrary, a Participant shall remain a Participant through the date on which his Deferred Compensation is distributed to him, except that a Participant who has experienced any of the events or circumstances described in Section 3.02(a) shall not be permitted to make any further deferrals under the Plan after the date of such event. As to any undistributed Deferred Compensation credited to his Account prior to occurrence of an event or circumstance described in Section 3.02(a), such Participant may continue to make investment directions in accordance with Section 4.09, subject to the rules, regulations and procedures from time to time established by the Administrator.

ARTICLE IV

DEFERRAL ELECTIONS

4.01 Deferral of Base Salary.

(a) Subject to the applicable deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations and procedures as may be established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Base Salary (but not amounts in excess of his Available Base Salary). Such initial Base Salary deferral election must be made prior to the beginning of the first complete payroll period with respect to which such Base Salary is payable and in such form as the Administrator (or its delegate) may require. Any such election shall remain in effect with respect to future Base Salary amounts through the earlier of (1) the Participant's termination of employment or loss of Participant status under Section 3.02(a) above, whichever is earlier, or (2) the effective date for any election made by the Participant with respect to future Base Salary amounts subsequent to such initial election. Any such election shall be g iven prospective effect only and shall not adversely affect any Deferred Compensation deferred or credited to the Participant's Account based on any prior deferral election.

(b) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Base Salary.

4.02 Deferral of Incentive Compensation.

1. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a Participant may elect to defer (in one percent increments) any percentage of his Incentive Compensation. However, with respect to Incentive Compensation payable under the terms of the EAIP for performance years ending prior to January 1, 2004, a Participant could not initially defer under this Plan more than the amount of such Incentive Compensation attributable to the same performance year that was deferred by the Participant under the terms of the Equity Awards program of the EOP or EAP, as applicable.
2. Each initial deferral election shall be made in such form as the Administrator (or its delegate) may require and in accordance with the following provisions:

1. With respect to Incentive Compensation payable under the terms of the EAIP or other comparable incentive plan that the Administrator may from time to time recognize as "Incentive Compensation" for purposes of this Plan, an initial deferral election must be made prior to the beginning of performance year with respect to which such Incentive Compensation relates.
   
2. With respect to (i) amounts awarded under the Long Term Incentive Program ("LTIP") of the EOP for performance periods ending on or after December 31, 2003, or (ii) amounts awarded under the LTIP of the EAP for performance periods ending on or after December 31, 2003 that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the earliest date such award under the EOP or EAP may be delivered to the Participant, but in no event later than the date that precedes by six months the end of the applicable performance period.
   
3. With respect to Restricted Share Units awarded under the EOP or EAP that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made no later than the end of the calendar year immediately preceding the expiration of the Restricted Period for such award under the EOP or EAP, as applicable, but in no event later than the date that precedes by six months the expiration of the Restricted Period for such award under the EOP or EAP, as applicable.
   
4. With respect to all other Incentive Compensation that the Administrator or the Senior Vice-President, Human Resources and Administration, in its or his sole discretion, approves with respect to one or more Employees, in its or his sole discretion, as "Incentive Compensation" under the terms of this Plan, an initial deferral election must be made prior to the commencement of the first payroll period with respect to which such Incentive Compensation is earned and no later than end of the calendar year immediately preceding the earliest date such Incentive Compensation is otherwise scheduled for payment to the Participant, but in no event later than the date that precedes by six months the scheduled payment date of such Incentive Compensation.

Any such election shall apply only to Incentive Compensation payable with respect to a single performance period and shall not have any continuing deferral effect or application as to Incentive Compensation payable for any future performance periods. That is, a separate Incentive Compensation deferral election must be made with respect to the Incentive Compensation payable for each performance period.

(c) A new deferral election shall not affect the investment direction of any Deferred Compensation then or thereafter credited to the Participant's Account unless the Participant makes a new investment direction election under Section 4.09. Once in effect, the amounts deferred by the Participant hereunder shall be credited to his Account on a book-entry basis as soon as practicable following the date of each deferred installment of Incentive Compensation.

4.03 Deferral of Executive Plan Benefits. Subject to the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to convert the entire amount of his Executive Plan Benefits to an equivalent credited balance under this Plan. Any election to convert Executive Plan Benefits into this Plan must include the entire value of such Executive Plan Benefits. A System Management Participant may then elect to defer (in one- percent increments) under this Plan any percentage of his converted Executive Plan Benefits.

For purposes of this Plan, an initial Executive Plan Benefits conversion and deferral election must be made at least 6 months prior to: (a) 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"); (b) 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 (c) the earliest distribution date of Executive Plan Benefits following a "Qualifying Event" (as defined in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries) and in such form as the Administrator (or its delegate) may require.

4.04 Rebalancing of EOP or EAP Deferrals. System Management Participants shall not be eligible to rebalance EOP or EAP Deferrals, unless and until specifically authorized by the Senior Vice-President, Human Resources and Administration. Subject to the immediately preceding sentence, the deferral election requirements set forth in Sections 4.05, 4.06 and 4.07, and such other rules, regulations, and procedures as established by the Administrator from time to time, a System Management Participant may elect to further defer all or any whole percentage of his EOP or EAP Deferrals to an equivalent credited balance under this Plan.

For purposes of this Plan, an initial election to further defer EOP or EAP Deferrals to an equivalent credited balance under this Plan must be made in such form and at such time as the Administrator (or its delegate) may require. A System Management Participant's existing deferral election under the EOP or EAP, as applicable, shall continue to govern the timing of deferral of any EOP or EAP Deferral amount converted to an equivalent credited balance under this Plan. Any Successive Deferral Election (as defined below) with respect to an EOP or EAP Deferral amount deferred under this Plan shall be made in accordance with, and governed by, the remaining provisions of this Article IV.

4.05 Deferral Receipt Date for System Management Participants. Receipt of Deferred Compensation may be deferred to such date or dates as a System Management Participant shall specify in a 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 Compensation 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 Retirement, Long-Term Disability, or a Qualifying Event, in which case deferral may be postponed beyond termination of employment, but in no event later than death.

4.06 Deferral Election Procedure for System Management Participants. Each deferral election shall be effective upon its execution and delivery to the Administrator (or its delegate), provided such delivery is made in accordance with the time or times specified in this Article IV. Once made, a deferral election may not be revoked or modified. However, further irrevocable elections to defer receipt of previously Deferred Compensation (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 Administrator (or its delegate), provided always that:

1. 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 Administrator (or its delegate) of such election;
   
2. 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
   
3. No Successive Deferral Election may be made following the System Management Participant's termination of employment unless such 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.

4.07 Deferral Election Procedure for All Participants. With respect to all Participants, the Administrator 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 by a System Management Participant) and may condition such elections in any manner that such Administrator 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 by a System Management Participant) or to reject any such deferral election (including any Successive Deferral Election by a System Management Participant) as the Administrator 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 by a System Management Participant) is delayed pursuant to such authority, the Administrator shall notify the Participant of such delay and advise the Participant of the anticipated effective date of such election.

4.08 Accounts. The amount of any deferrals elected by the Participant pursuant to Sections 4.01, 4.02, 4.03 and 4.04 respectively, shall be credited to the Account established and maintained for such Participant. Such Account of the Participant shall be the record of cumulative Deferred Compensation attributable to his deferrals under the Plan, solely for accounting purposes and, as provided in Section 5.01, shall not require a segregation of any System Company assets.

4.09 Deemed Investment Direction of Participants. Subject to such limitations as may from time to time be required by law, imposed by the Administrator, or contained elsewhere in the Plan and subject to such operating rules and procedures as may be imposed from time to time by the Administrator, prior to and effective for each Designation Date, each Participant may communicate to the Administrator, or to any person to whom the Administrator has delegated such Administrative duties, a direction as to how his Account should be deemed to be invested among the Investment Funds as such are from time to time available under the Savings Plan. Such direction shall designate the percentage (in any whole percent multiples) of each portion of the Participant's Account that is requested to be deemed to be invested in the respective Investment Funds on a book-entry basis only and shall be subject to such rules and procedures for direction of investments under the Savings Plan, as modified by the Administrator with respect to the Plan. Unless and until the Employer elects, in its discretion, or is required to fund the obligations of the Employer reflected by the Deferred Compensation pursuant to Article V, no actual investments in the several Investment Funds shall be made hereunder, and the Participants shall have no right, claim or demand with respect to any such Investment Funds based on the deemed investment of Deferred Compensation.

4.10 Allocation of Deemed Earnings or Losses on Accounts. Pursuant to Section 4.09, each Participant shall have the right to direct the Administrator as to how the Deferred Compensation credited to his Account shall be deemed invested. The Administrator shall maintain records that track or replicate the performance of such deemed investments in the respective Investment Funds consistent with the Participant's directions. The Participant's account will be credited with the increase or decrease in the realizable net asset value of the designated deemed investments. As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset value of each Investment Fund since the preceding Valuation Date shall be credited among the respective Participants' Accounts deemed to be invested in that Investment Fund in accordance with the ratio that the portion of the Deferred Compensation Fund bears to the aggregate of all amounts deemed to be invested within that same Investment Fund. For instance, if the net asset value per unit held in the Investment Fund increased by 2%, the Participant's Account shall be credited with 2% per unit deemed held by the Participant's Account in such Investment Fund pursuant to his investment directions.

4.11 Hardship Distributions. At any time a Participant may apply to the Administrator for a special distribution of all or any part of his Account 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 Participant and/or members of his immediate family;
2. to prevent the foreclosure or eviction from the Participant's primary residence;
3. funeral expenses for an immediate family member of the Participant; or
4. substantial casualty losses.

The Senior Vice-President, Human Resources and Administration, on behalf of the Administrator, shall consider the circumstances of each such case and the best interest of the Participant and his family and shall have the right, in his 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 Participant's employer shall make the appropriate distribution to the Participant from its general assets in respect of the Participant's Account and the Administrator shall accordingly reduce or adjust the amount of Deferred Compensation credited to the Participant's Account. In no event shall the aggregate amount of the special distribution exceed the full value of the Participant's Account. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of the Participant's app lication for the special distribution. If the amount of the requested distribution equals or exceeds the full value of the Deferred Compensation credited to the Participant's Account on such Valuation Date and a special distribution is subsequently made hereunder, the Account shall not thereafter be credited with further earnings or losses with respect to the distributed amounts pursuant to Section 4.10.

4.12 Accelerated Distribution to System Management Participant 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 System Management Participant of any part of System Management Participant's Deferred Compensation Account, less any amounts withheld to satisfy federal and state income tax withholding obligations, and subject to a penalty on such accelerated Deferred Compensation (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

4.13 Acceleration Upon Taxation. Notwithstanding the existence in force, with respect to a Participant, of one or more irrevocable deferral elections or Successive Deferral Elections (in the case of a System Management Participant), if the Internal Revenue Service (or any corresponding state income tax authority) prevails in a claim by it that such Participant's Deferred Compensation Account constitutes taxable income to the Participant or his beneficiary for any taxable year prior to the taxable year in which such Deferred Compensation is scheduled to be distributed to the Participant, such Participant may require the immediate payment to the Participant of such amount of Participant's Deferred Compensation Account as is held to be currently taxable, less any amounts withheld to satisfy federal and state income tax withholding obligations. For purposes of this Section 4.13, the Internal Revenue Service or corresponding state income tax authority shall be deemed to have prevailed in a claim if s uch claim is upheld by a court of final jurisdiction, or if the Employer, or the Participant or beneficiary, based upon an opinion of legal counsel satisfactory to the Employer and the 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.

4.14 Payment of Deferred Compensation.

1. System Management Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11, distributed in an accelerated distribution subject to penalty pursuant to Section 4.12, or distributed due to current taxation pursuant to Section 4.13, a System Management Participant who has Deferred Compensation credited to his Account shall be entitled to irrevocably elect at least six (6) months prior to his Deferral Receipt Date to receive such Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, either in (i) a single-sum cash distribution from the Employer as soon as reasonably practicable following the System Management Participant's Deferral Receipt Date; or (ii) in substantially equal annual cash installments payable over a period not to exceed ten (10) years from the System Management Participant's Deferral Receipt Date, in which case those amounts not yet distributed to the System Management Participant shall continue to be deemed invested in accord ance with Section 4.09. In the event a System Management Participant elects the installment payment method set forth in (ii) above and thereafter dies prior to receiving his entire Deferred Compensation amount, such remaining unpaid Deferred Compensation amount, less any amounts withheld to satisfy federal and state income tax withholding obligations, shall be paid in a single-sum cash distribution to the System Management Participant's Beneficiary as soon as reasonably practicable following the System Management Participant's date of death.

 (b) All Other Participants. Except to the extent that such amounts are distributed in a special hardship distribution pursuant to Section 4.11 or distributed due to current taxation pursuant to Section 4.13, a Participant who is not a System Management Participant and who has Deferred Compensation credited to his Account shall be entitled to receive a cash distribution from the Employer within thirty days of his retirement or termination of employment with Entergy and all of its affiliates, or as reasonably practicable thereafter, as the Administrator shall determine. Such distribution shall be an amount equal to the value of the Deferred Compensation credited to his Account as of the effective date of the Participant's retirement or termination from service, less any amounts withheld to satisfy federal and state income tax withholding obligations.

4.15 Acceleration Upon Death. Notwithstanding an irrevocable deferral election (including any Successive Deferral Election by a System Management Participant), if a Participant dies, all of a System Management Participant's outstanding Deferral Receipt Dates shall be accelerated, and the entirety of Participant's Deferred Compensation Account as of the time of his death (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.

4.16 Non-Transferability. Deferred Compensation 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.

ARTICLE V

SOURCE OF PAYMENTS

5.01 Unfunded Plan. In the case of Deferred Compensation credited to a Participant's Account under the Plan, no actual units in the respective Investment Funds shall be purchased at the time of the deferrals, and Entergy, the Employer and the Plan, or any one of them, shall not be required to set aside a fund or assets for the payment of any such Deferred Compensation. It is a condition of the Plan, and the Participant expressly agrees, that neither he nor any other person or entity shall look to any other person or entity other than the Employer for the payment of benefits under the Plan. The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any such person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by the Employer or in which the Employer may have any right, title or interest now or in the future. However, the Participant or any such person or entity shall have the right to enforce his claim against the Employer in the same manner as any other unsecured creditor of the Employer.

5.02 Employer Liability. At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for the future benefit payments under the Plan. However, (a) a System Company employer shall be under no obligation to fund the benefits provided under this Plan; (b) the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and (c) such funds may be available for any purpose the System Company may choose. Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder provided, however, any and all rights that any such Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.  The Employer reserves the right, in its sole discretion, to establish and maintain a rabbi trust to hold assets that may be used to cover the Employer's costs of the Plan including, without limitation, a rabbi trust that provides for the actual investment of contributions in the respective Investment Funds, as available to the Employer, on the same basis as the deemed investment directions made by the Participant pursuant to Section 4.09.

5.03 Establishment of Trust. Notwithstanding any provisions of this Article V to the contrary, within thirty (30) days following a Change in Control, each Employer 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 Employer's contribution shall be in an amount equal to the total benefits credited to such Employer's Plan Participants (including a Participant's Beneficiary) under the Plan through the date of any such Change of Control. If one or more of an Employer's Participants shall continue to be employed by a System Company of Entergy after such a Change of Control, each calendar year the Employer 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 credited to the Employer's Plan account under the Trust that is equal to the total unpaid benefits of the Employer's Participants as of the end of each applicable calendar year. Notwithstanding the foregoing in this Section 5.03 to the contrary, an Employer may make contributions to the Trust prior to a Change of 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 Participants to realize current income on amounts contributed thereto, and the Trust shall be so interpreted.

ARTICLE VI

PLAN ADMINISTRATION

6.01 Administration of Plan. The Administrator shall operate and administer the Plan and, as such, shall have the authority as Administrator to exercise the powers and discretion conferred on it by the Plan, including the right to delegate any function to a specified person or persons. The Administrator shall discharge its duties for the exclusive benefit of the Participants and their Beneficiaries.

6.02 Powers of the Administrator. The Administrator and any of its delegees shall administer the Plan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and discretion to make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan. All findings, decisions, or determinations of any type made by the Administrator, including factual determinations and any interpretation or construction of the Plan, shall be final and binding on all parties and shall not be disturbed unless the Administrator's decisions are arbitrary and capricious. The Administrator shall be the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit. By way of example, the Administrator shall have the sole and exc lusive power and discretion:

1. to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan;
   
2. to interpret the Plan including, without limitation, the power to use Administrator's sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;
   
3. to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive under the Plan;
   
4. to require such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;
   
5. to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;
   
6. to compute the amount and determine the manner and timing of any benefits payable under the Plan;
   
7. to execute or deliver any instrument or make any payment on behalf of the Plan;
   
8. to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;
   
9. to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan;
   
10. to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure;
    
11. to grant or establish Accounts pursuant to Article IV, to determine restrictions related to Deferred Compensation and any credits to or distributions from such Accounts, to determine the employees to whom, and the time or times when, participation in the Plan shall be permitted hereunder, and to determine the amount of Deferred Compensation to be credited to such Accounts for Participants; and
    
12. to determine the terms and provisions of the Participant deferral elections (which need not be identical).

For any acts not specifically enumerated above, when applying, construing, or interpreting any and all Plan provisions and/or fact questions presented in claims for benefits, the Administrator shall have the same discretionary powers as enumerated above.

6.03 Reliance on Reports and Certificates. The Administrator may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, counsel or other person who may from time to time be employed or engaged for such purposes.

6.04 Claims Administration. The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 6.02, such delegees shall have all powers, authority, and discretion necessary or proper for such purpose. In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

6.05 Filing Benefit Claims. Any claim asserting entitlement to a benefit under the Plan must be asserted within ninety (90) days after the event giving rise to the claim by sending written notice of the claim to the Claims Administrator. The written notice of the claim must be accompanied by any and all documents, materials, or other evidence allegedly supporting the claim for benefits. If the claim is granted, the claimant will be so notified in writing by the Claims Administrator.

6.06 Denial or Partial Denial of Benefit Claims. If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the Claims Administrator has received the claim. In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial ninety (90) day period. The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

1. the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;
   
2. if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and
   
3. an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

6.07 Appeal of Claims That Are Denied or Partially Denied. The claimant may request review of the Claims Administrator's denial or partial denial of a claim for Plan benefits. Such request must be made in writing within 60 days after claimant has received notice of the Claims Administrator's decision and shall include with the written request for an appeal any and all documents, materials, or other evidence which claimant believes supports his or her claim for benefits. The written request for an appeal, together with all documents, materials, or other evidence which claimant believes supports his or her claim for benefits should be addressed to the Claims Administrator, who will be responsible for submitting the appeal for review to the Claims Appeal Administrator.

6.08 The Appeal Process. The Claims Administrator will submit the appeal to the Claims Appeal Administrator for review of the denial or partial denial of the claim. Within sixty (60) days after the receipt of claimant's appeal, claimant will be notified of the final decision of the Claims Appeal Administrator, unless, in the Claims Appeal Administrator's sole discretion, circumstances require an extension of this period for up to an additional sixty (60) days. If such an extension is required, the Claims Appeal Administrator shall notify claimant of this extension in writing before the expiration of the initial sixty-day period. During the appeal, the Claims Appeal Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Plan. The final decision of the Claims Appeal Administrator shall set forth in writing the facts and Plan provisions u pon which the decision is based. All decisions of the Claims Appeal Administrator are final and binding on all employees, Participants, their Beneficiaries, or other claimants.

6.09 Judicial Proceedings for Benefits. No claimant may file suit in court to obtain benefits under the Plan without first completely exhausting all stages of this claims review process. In any event, no legal action seeking Plan benefits may be commenced or maintained against the Plan more than ninety (90) days after the Claims Appeal Administrator's decision on appeal.

6.10 Non-Uniform Determinations. The Administrator's determinations under the Plan, including, without limitation, determinations as to the Employees eligible to defer a portion of their Available Base Salary and/or Incentive Compensation, and the terms and provisions of such deferrals, need not be uniform and may be made by it selectively among Employees who receive or are eligible to participate in the Plan, whether or not such Employees are similarly situated.

ARTICLE VII

TERMINATION OR AMENDMENT OF THE PLAN

7.01 Termination and Amendment. Subject to Sections 1.02 and 7.02, the Plan may be suspended, terminated, modified or amended at any time whatsoever by the Board of Directors of Entergy Corporation or any other person or persons whom the Board of Directors may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the respective Employers. Any such action shall be evidenced by the minutes of the Board of Directors or a written certificate of amendment or termination executed by any person or persons so authorized by the Board of Directors. If the Plan is terminated, the terms of the Plan shall, notwithstanding such termination, continue in effect with respect to Deferred Compensation allocated to the Participant's Account on or before the date of such termination.

7.02 Restrictions on Amendment or Termination. Any amendment or modification to, or the termination of, the Plan shall be subject to the following restrictions:

1. No amendment to, or termination of, the Plan following a Change in Control shall reduce the amount credited to a Participant's Account under this Plan through the date of any such amendment or termination.
   
2. No amendment, modification, suspension or termination of the Plan may reduce the amount of benefits or adversely affect the manner of payment of benefits of any Participant or Beneficiary then receiving benefits, unless such modification is agreed to in writing and signed by the affected Participant or Beneficiary and by the Plan Administrator, or by their legal representatives and successors; and
   
3. Unless agreed to in writing and signed by the affected Participant and by the Plan Administrator, no provision of this Plan may be modified, waived or discharged before the earlier of: (i) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (ii) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

7.03 Successors. A System employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of its business and/or assets to expressly assume and agree to perform this Plan in the same manner and to the same extent that the System employer would be required to perform it if no such succession had taken place. Any successor or surviving entity that assumes or otherwise adopts this Plan as contemplated in this Section 7.03 shall succeed to all the rights, powers and duties of the Employer and the Board of Directors hereunder, subject to the restrictions on amendment or termination of the Plan as set forth in Section 7.02.

ARTICLE VIII

MISCELLANEOUS

8.01 Tax Withholding. Subject to such terms and conditions as may be established by the Administrator, the Participant shall pay to have withheld by the Employer any amount necessary to satisfy applicable federal, state or local tax withholding requirements attributable to the Deferred Compensation distributed under this Plan or, in lieu of such withholding, shall remit to the Employer such amount as so necessary to satisfy such applicable federal, state or local tax withholding requirements promptly upon notification of the amounts due. The Administrator may permit such amount to be paid by the Participant to be withheld from the value of the Participant's Account that otherwise would be distributed to such Participant upon the distribution of the Deferred Compensation allocated to the Participant's Account.

8.02 Deferral Elections. Each deferral election made pursuant to Article IV shall be subject to such restrictions, terms and conditions as the Administrator may require. Notwithstanding anything to the contrary contained in the Plan, no System Company is obligated to accept, permit or recognize any deferrals under the Plan made by any Participant hereunder unless such Participant shall execute all appropriate agreements with respect to such deferral in such form as the Administrator may determine from time to time.

8.03 Effect on Other Plans. Any increases or losses in the value of Deferred Compensation credited to the Participant's Account through the date of distribution shall not constitute earnings for purposes of any pension plan covering employees of any System Company except as otherwise expressly provided in any such pension plan.

8.04 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.

8.05 Captions. The captions of this Plan are not part of the provisions of the Plan and shall have no force and effect.

8.06 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.

8.07 No Right to Employment. This Plan does not confer nor shall be construed as creating an express or implied contract of employment.

8.08 Notices. Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the Plan Administrator on the date it is personally delivered to the Plan Administrator or three business days after it its sent by registered mail, postage prepaid, and properly addressed to Entergy Services, Inc., Employee Benefits Department, Attention: Plan Administrator, Executive Deferred Compensation Plan, 639 Loyola Avenue, 14^th Floor, New Orleans, Louisiana 70113 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 his Employer.

8.09 Controlling Law. The administration of the Plan, and any Trust established thereunder, shall be governed by applicable federal law, including ERISA, and, to the extent federal law is inapplicable, 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.

IN WITNESS WHEREOF, the Personnel Committee has caused this Amendment and Restatement of the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries to be executed by its duly authorized representative on this 10th day of June, 2003.

PERSONNEL COMMITTEE
through the undersigned duly authorized representative

                                                                                /s/ William E. Madison
                                                                                 WILLIAM E. MADISON
                                                                                 Senior Vice-President,
                                                                                 Human Resources and Administration

EX-31

Exhibit 31(a)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(b)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(c)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(d)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(e)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ E. Renae Conley
E. Renae Conley
Chairman, President, and Chief Executive Officer of
Entergy Louisiana, Inc.; President and Chief Executive
Officer-Louisiana of Entergy Gulf States, Inc.

Date: August 11, 2003

EX-31

Exhibit 31(f)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(g)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(h)

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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
	c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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

Date: August 11, 2003

EX-31

Exhibit 31(i)

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 reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
3.	Based on my knowledge, the financial statements, and other financial information included in these reports, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in these reports;
4.	The registrants' other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrants and have:
	a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which these reports are being prepared;
	b) Evaluated the effectiveness of the registrants' disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by these reports based on such evaluation;
	c) Disclosed in this report any change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting; and
5.	The registrants' other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants' auditors and the audit committee of the registrants' board of directors (or persons performing the equivalent functions):
	a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants' ability to record, process, summarize and report financial information; and
	b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants' internal control over financial reporting.

/s/ 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: August 11, 2003

EX-32

Exhibit 32(a)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Wayne Leonard, Chief Executive Officer of Entergy Corporation (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer

Date: August 11, 2003

EX-32

Exhibit 32(b)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,C. John Wilder, Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy Resources, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ C. John Wilder
C. John Wilder
Executive Vice President and Chief Financial Officer

Date: August 11, 2003

EX-32

Exhibit 32(c)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Hugh T. McDonald, Chairman, President and Chief Executive Officer of Entergy Arkansas, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Hugh T. McDonald
Hugh T. McDonald
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32

Exhibit 32(d)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph F. Domino, Chairman, President and Chief Executive Officer-Texas of Entergy Gulf States, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Joseph F. Domino
Joseph F. Domino
Chairman, President and Chief Executive Officer-Texas

Date: August 11, 2003

EX-32

Exhibit 32(e)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,E. Renae Conley, President and Chief Executive Officer-Louisiana of Entergy Gulf States, Inc. and Chairman, President and Chief Executive Officer of Entergy Louisiana, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Reports.

/s/ E. Renae Conley
E. Renae Conley
President and Chief Executive Officer-Louisiana of
Entergy Gulf States, Inc. and Chairman, President, and Chief
Executive Officer of Entergy Louisiana, Inc.;

Date: August 11, 2003

EX-32

Exhibit 32(f)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Carolyn C. Shanks, Chairman, President and Chief Executive Officer of Entergy Mississippi, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Carolyn C. Shanks
Carolyn C. Shanks
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32

Exhibit 32(g)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniel F. Packer, Chairman, President and Chief Executive Officer of Entergy New Orleans, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Daniel F. Packer
Daniel F. Packer
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32

Exhibit 32(h)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary J. Taylor, Chairman, President and Chief Executive Officer of System Energy Resources, Inc. (the "Company"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2003 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gary J. Taylor
Gary J. Taylor
Chairman, President, and Chief Executive Officer

Date: August 11, 2003

EX-32

Exhibit 32(i)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I,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 Energy New Orleans, Inc. (the "Companies"), certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Quarterly Reports on Form 10-Q of the Companies for the quarter ended June 30, 2003 (the "Reports") fully comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in each Report fairly presents, in all material respects, the financial condition and results of operations of each respective Company as of the dates and for the periods expressed in the Report.

/s/ Theodore H. Bunting, Jr.
Theodore H. Bunting, Jr.
Vice President and Chief Financial Officer

Date: August 11, 2003

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


                                                                                                        June 30,
                                                             1998     1999     2000     2001     2002     2003
                                                                                       
Fixed charges, as defined:
  Total Interest Charges                                    $96,685  $97,023 $101,600 $109,523 $103,210  $95,536
  Interest applicable to rentals                             15,511   17,289   16,449   14,563   12,762   15,090
                                                           -----------------------------------------------------

Total fixed charges, as defined                             112,196  114,312  118,049  124,086  115,972  110,626

Preferred dividends, as defined (a)                          16,763   17,836   13,479   12,348   11,869   11,493
                                                           -----------------------------------------------------

Combined fixed charges and preferred dividends, as defined $128,959 $132,148 $131,528 $136,434 $127,841 $122,119
                                                           =====================================================

Earnings as defined:

  Net Income                                               $110,951  $69,313 $137,047 $178,185 $135,643 $168,240
  Add:
    Provision for income taxes:
       Total                                                 71,374   54,012  100,512  105,933   71,404   87,873
    Fixed charges as above                                  112,196  114,312  118,049  124,086  115,972  110,626
                                                           -----------------------------------------------------
Total earnings, as defined                                 $294,521 $237,637 $355,608 $408,204 $323,019 $366,739
                                                           =====================================================

Ratio of earnings to fixed charges, as defined                 2.63     2.08     3.01     3.29     2.79     3.32
                                                           =====================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               2.28     1.80     2.70     2.99     2.53     3.00
                                                           =====================================================

- ------------------------
(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


                                                                                                         June 30,
                                                             1998     1999     2000      2001     2002     2003
                                                                                       
Fixed charges, as defined:
  Total Interest charges                                   $178,220 $153,034  $158,949 $174,368 $144,840 $150,965
  Interest applicable to rentals                             16,927   16,451    18,307   18,520   16,483   15,773
                                                           ------------------------------------------------------

Total fixed charges, as defined                             195,147  169,485   177,256  192,888  161,323  166,738

Preferred dividends, as defined (a)                          32,031   29,355    15,742   13,017    6,190    3,787
                                                           ------------------------------------------------------

Combined fixed charges and preferred dividends, as defined $227,178 $198,840  $192,998 $205,905 $167,513 $170,525
                                                           ======================================================

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  $93,805
  Add:
    Income Taxes                                             31,773   75,165   103,603   82,038   65,997    3,020
    Fixed charges as above                                  195,147  169,485   177,256  192,888  161,323  166,738
                                                           ------------------------------------------------------
Total earnings, as defined (b)                             $273,313 $369,650  $461,202 $454,370 $401,398 $263,563
                                                           ======================================================

Ratio of earnings to fixed charges, as defined                 1.40     2.18      2.60     2.36     2.49     1.58
                                                           ======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               1.20     1.86      2.39     2.21     2.40     1.55
                                                           ======================================================

(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


                                                                                                         June 30,
                                                             1998     1999      2000     2001     2002     2003
                                                                                         
Fixed charges, as defined:
Total Interest                                             $122,890  $117,247 $111,743 $116,076 $100,667   $94,899
  Interest applicable to rentals                              9,564     9,221    6,458    7,951    6,496     6,419
                                                           -------------------------------------------------------

Total fixed charges, as defined                             132,454   126,468  118,201  124,027  107,163  $101,318

Preferred dividends, as defined (a)                          20,925    16,006   16,102   12,374   10,647   $10,698
                                                           -------------------------------------------------------

Combined fixed charges and preferred dividends, as defined $153,379  $142,474 $134,303 $136,401 $117,810  $112,016
                                                           =======================================================

Earnings as defined:

  Net Income                                               $179,487  $191,770 $162,679 $132,550 $144,709  $128,889
  Add:
    Provision for income taxes:
Total Taxes                                                 109,104   122,368  112,645   86,287   84,765    76,284
    Fixed charges as above                                  132,454   126,468  118,201  124,027  107,163   101,318
                                                           -------------------------------------------------------
Total earnings, as defined                                 $421,045  $440,606 $393,525 $342,864 $336,637  $306,491
                                                           =======================================================
Ratio of earnings to fixed charges, as defined                 3.18      3.48     3.33     2.76     3.14      3.03
                                                           =======================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                               2.75      3.09     2.93     2.51     2.86      2.74
                                                           =======================================================


- ------------------------
(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


                                                                                                              June 30,
                                                              1998       1999      2000      2001      2002     2003
                                                                                            
Fixed charges, as defined:
  Total Interest                                              $40,927   $38,840   $44,877   $50,991   $45,464 $46,486
  Interest applicable to rentals                                1,864     2,261     1,596     1,849     1,916   1,903
                                                              -------------------------------------------------------

Total fixed charges, as defined                                42,791    41,101    46,473    52,840    47,380 $48,389

Preferred dividends, as defined (a)                             4,878     4,878     5,347     4,674     4,490   4,491
                                                              -------------------------------------------------------

Combined fixed charges and preferred dividends, as defined    $47,669   $45,979   $51,820   $57,514   $51,870 $52,880
                                                              =======================================================
Earnings as defined:

  Net Income                                                  $62,638   $41,588   $38,973   $39,620   $52,408 $68,493
  Add:
    Provision for income taxes:
    Total income taxes                                         28,031    17,537    22,868    20,464    17,846  26,719
    Fixed charges as above                                     42,791    41,101    46,473    52,840    47,380  48,389
                                                             --------------------------------------------------------

Total earnings, as defined                                   $133,460  $100,226  $108,314  $112,924  $117,634 $143,601
                                                             ========================================================

Ratio of earnings to fixed charges, as defined                   3.12      2.44      2.33      2.14      2.48    2.97
                                                             ========================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                 2.80      2.18      2.09      1.96      2.27    2.72
                                                             ========================================================


- ------------------------
(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


                                                                                                            June 30,
                                                                 1998     1999     2000     2001     2002     2003
                                                                                           
Fixed charges, as defined:
  Total Interest                                                $14,792  $14,680  $15,891  $19,661  $27,950  $23,422
  Interest applicable to rentals                                  1,045    1,281    1,008      977    1,043    1,009
                                                                ----------------------------------------------------

Total fixed charges, as defined                                  15,837   15,961   16,899   20,638   28,993   24,431

Preferred dividends, as defined (a)                               1,566    1,566    1,643    2,898    2,736    3,463
                                                                ----------------------------------------------------

Combined fixed charges and preferred dividends, as defined      $17,403  $17,527  $18,542  $23,536  $31,729  $27,894
                                                                ====================================================
Earnings as defined:

  Net Income                                                    $16,137  $18,961  $16,518  ($2,195)   ($230)   5,764
  Add:
    Provision for income taxes:
     Total                                                       10,042   13,030   11,597   (4,396)    (422)   2,911
    Fixed charges as above                                       15,837   15,961   16,899   20,638   28,993   24,431
                                                                ----------------------------------------------------
Total earnings, as defined                                      $42,016  $47,952  $45,014  $14,047  $28,341  $33,106
                                                                ====================================================

Ratio of earnings to fixed charges, as defined                     2.65     3.00     2.66     0.68     0.98     1.36
                                                                ====================================================

Ratio of earnings to combined fixed charges and
 preferred dividends, as defined                                   2.41     2.74     2.43     0.60     0.89     1.19
                                                                ====================================================


- ------------------------
(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


                                                                                  June 30,
                                    1998      1999      2000     2001     2002      2003
                                                                  
Fixed charges, as defined:
  Total Interest                  $116,060  $147,982  $118,519 $138,018   $76,639   $74,669
  Interest applicable to rentals     5,189     3,871     5,753    4,458     3,250     3,100
                                  ---------------------------------------------------------

Total fixed charges, as defined   $121,249  $151,853  $124,272 $142,476   $79,889   $77,769
                                  =========================================================

Earnings as defined:
  Net Income                      $106,476   $82,375   $93,745 $116,355  $103,352    97,930
  Add:
    Provision for income taxes:
      Total                         77,263    53,851    81,263   43,761    76,177    75,432
    Fixed charges as above         121,249   151,853   124,272  142,476    79,889    77,769
                                  ---------------------------------------------------------
Total earnings, as defined        $304,988  $288,079  $299,280 $302,592  $259,418  $251,131
                                  =========================================================

Ratio of earnings to fixed            2.52      1.90      2.41     2.12      3.25      3.23
charges, as defined               =========================================================