ENTERGY CORPORATIONTALENT AND COMPENSATION COMMITTEEPurposes
The Talent and Compensation Committee (“Committee”) is appointed by the Entergy
Corporation Board of Directors (“Board”) to discharge the Board’s responsibilities relating tothe compensation of the executive officers of Entergy Corporation (“Company”), including theChairman of the Board (if a member of the Company’s management), the Chief Executive
Officer (“CEO”), Chief Financial Officer and other executive members of the Office of the Chief
Executive and to oversee the Company’s compensation philosophy and practices andpersonnel initiatives. The Committee reports to the Board on at least a quarterly basis.
The Committee has overall responsibility for establishing and administering the compensationplans, policies, programs and procedures of the Company as they affect the Company’s
executive officers. The Committee serves as the sole decision-maker in determining
compensation for executive officers in accordance with applicable tax and securities laws.
The Committee monitors performance and developmental activities of the executive officer
team, including the strength of the leadership and talent pipeline, and succession planning forthe executive officer team, including emergency and long-term plans for the CEO and theCEO’s executive officer direct reports.
The Committee reviews other major employee matters, including workforce diversity andinclusion, safety, organizational health, and compensation. As part of its review, the Committee
receives periodic reports from management on human resource programs and practices andassesses program effectiveness and the relative alignment of the Company’s human capital
strategy with the Company’s strategic objectives.
Committee Membership
The Committee shall consist of no fewer than three members. Each Committee member mustsatisfy the applicable independence requirements set forth in the New York Stock Exchange(“NYSE”) Rules and any additional requirements that the Board deems appropriate. Membersof the Committee shall also qualify as “Non-Employee Directors” within the meaning of Rule16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
The Board shall appoint the members of the Committee, including the Committee Chair(“Chair”), based on recommendation of the Corporate Governance Committee. EachCommittee member will serve at the pleasure of the Board for such term as the Board may
decide or until such Committee member is no longer a Board member. The Chair shall generally
serve at least two years as Chair.
Meetings
The Committee will meet as frequently as necessary to carry out its responsibilities, but in nocase shall this be less than four times per year. The Chair shall preside over meetings of theCommittee and report Committee actions to the Board. If the Chair is not present, theCommittee may designate an acting Chair.

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The Chair or a majority of the Committee members may call a meeting of the Committee at anytime. A majority of the Committee members will constitute a quorum for conducting business at ameeting of the Committee. The act of a majority of Committee members present at a Committee
meeting at which a quorum is in attendance will be the act of the Committee, unless a greaternumber is required by law or by the Company’s certificate of incorporation or its bylaws.
The Chair will, in consultation with the other members of the Committee and appropriate Company
management, establish the agenda for each Committee meeting. Any Committee member may
suggest items to be included on the agenda. Committee members may also raise subjects thatare not on the agenda at any meeting. At the discretion of the Chair, the members of theCommittee will meet periodically, as necessary, in executive session.
The Committee may request any officer or other employee of the Company, or any representativeof the Company’s legal counsel or other advisors, to attend a meeting or to meet with anymembers or representatives of the Committee.
Committee Responsibilities and Authority
The Committee shall perform the following functions and such additional functions warranted bychanging business, legislative, regulatory, legal or other conditions.
1.

Establish Executive Compensation Policies and Programs. The Committee shall develop
and implement the Company’s compensation policies and programs for executiveofficers, including base salaries, merit increases, variable compensation, andcompensation to newly hired or promoted executive officers. The Committee shall review
and approve, at least annually, the Company goals and objectives relevant to thecompensation of the Company’s executive officers.

2.

Review and Approve CEO Compensation. The Committee shall evaluate CEO
performance in light of Company goals and objectives and determine and approve
compensation levels for the CEO based on that evaluation. In determining the incentive
components of CEO compensation, the Committee may consider such factors as it deems
appropriate, including, but not limited to, Company performance and relative shareholder
return, the value of similar incentive awards to CEOs at comparable companies, and theawards given to the Company’s CEO in past years.

3.

Review and Approve Executive Officer Compensation. The Committee shall review andapprove the annual base salaries and annual incentive opportunities of the Company’s
executive officers and shall be solely responsible for establishing, implementing anddetermining the following as they affect those executive officers: (a) all other incentive
awards and opportunities, including both cash-based and equity-based awards andopportunities; (b) any employment agreements and severance arrangements; (c) any
change in control agreements and severance protection plans and change in control
provisions affecting any elements of compensation and benefits; and (d) any special or
supplemental compensation and benefits, perquisites or other personal benefits. The
Committee will also oversee the performance evaluations of the Company’s executive
officers.

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4.

Incentive Compensation Plans. The Committee shall approve, adopt and amend all cashbased incentive plans for executive officers and all equity-based plans of the Company
applicable to officers and employees. The Committee will be responsible for theadministration of the Company’s equity-based incentive compensation plans and all otherplans adopted by the Board that contemplate administration by the Committee.

5.

Oversee Regulatory Compliance. The Committee shall, in consultation with appropriate
Company management, oversee regulatory compliance with respect to compensation
matters, including overseeing any compensation programs intended to preservetax deductibility, and as may be required, determine whether performance goals havebeen attained for purposes of applicable tax law.

6.

Monitor of Delegates. The Committee shall monitor the activities of any person or groupto whom it delegates its authority, and the discharge of the obligations of these delegates.

7.

Additional Authority Regarding Plans. The Committee shall take any additional actions it
deems appropriate to exercise the full power and authority granted to it by the Board toact on behalf of the Board regarding the establishment, administration, amendment ortermination of all existing and any new Company-sponsored employee benefit plans,programs and arrangements.

8.

Workforce Diversity and Inclusion, Organizational Health and Safety. The Committee
shall, in consultation with appropriate Company management, oversee and monitor theeffectiveness of the Company’s human capital strategies, including its workforce diversity,inclusion, organizational health, and safety strategies, programs and initiatives.

9.

Succession Planning. The Committee shall, at least annually, report to the Board onsuccession planning. As part of this responsibility, the Committee shall review theidentification and development of appropriate leadership talent who have the capacity tosucceed members of the executive officer team. The Company’s succession plan will
include appropriate contingencies in case the CEO retires or is incapacitated. TheCommittee will evaluate potential successors to the CEO. The CEO should makeavailable to the Committee and to the Board recommendations and evaluations ofpotential successors. Notwithstanding the foregoing, succession planning with respect toBoard membership, including with respect to a CEO or other member of management
serving on the Board, shall be solely the responsibility of the Corporate GovernanceCommittee.

10.

Stock Ownership Guidelines. The Committee shall review and approve stock ownershipguidelines applicable to the executive officers and shall periodically review compliancewith such guidelines. Adoption and maintenance of stock ownership guidelines for theCompany’s non-employee directors shall be the responsibility of the Corporate
Governance Committee.

11.

Clawback Policy. The Committee shall oversee the Company’s clawback policy providing
for recoupment of compensation paid to executive officers under certain circumstancesand shall approve any revisions to such policy.

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12.

Review of CD&A. The Committee shall review and discuss with management theCompensation Discussion and Analysis (the “CD&A”) required to be included in theCompany’s annual proxy statement or Annual Report on Form 10-K by the rules andregulations of the Securities and Exchange Commission (the “SEC”), and based on suchreview and discussion, determine whether to recommend to the Board that the CD&A beso included.

13.

Preparation of Compensation Committee Report. The Committee shall prepare theCompensation Committee Report in accordance with the rules and regulations of the SEC
for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K.

14.

Review of Compensation Risks. The Committee shall annually assess whether its
compensation policies, programs and practices are reasonably likely to have a material
adverse effect on the Company.

15.

Oversight of Compensation Related Proxy Submissions. The Committee shall oversee (i)the Company's compliance with SEC rules and regulations regarding shareholder
approval of certain executive compensation matters, including advisory votes on
executive compensation and the frequency of such votes, and (ii) engagement with proxyadvisory firms and other shareholder groups on executive compensation matters. TheCommittee also shall review the results of such advisory votes and consider anyimplications.

16.

Other Delegated Duties or Responsibilities. The Committee shall perform any other duties
or responsibilities delegated to the Committee by the Board from time to time.

Delegation
The Committee may delegate all or a portion of its duties and responsibilities to a subcommitteeor, to the extent permitted by applicable law, regulation or listing standard, to any other body orindividual.
Resources and Authority
The Committee shall have appropriate resources and authority to discharge its responsibilities,
including appropriate funding in such amounts as the Committee deems necessary, tocompensate any consultants or any other advisors retained by the Committee. The Committee
will have the sole authority to retain and terminate compensation consultants to assist in theevaluation of executive officer compensation and the sole authority to approve the fees andother retention terms of such compensation consultants. The Committee may also retainindependent counsel and other independent advisors to assist it in carrying out its
responsibilities. The Committee shall be directly responsible for the appointment, compensationand oversight of the work of any counsel or advisor retained by the Committee and shall havesole authority to approve the fees and other terms and conditions of any such retention. Prior
to engaging any compensation consultant, counsel or other advisor, and thereafter on an annualbasis, the Committee will consider all factors relevant to the consultant, counsel or otheradvisor’s independence, including the independence-related factors specified in Section
303A.05(c) of the NYSE Listed Company Manual. The Committee may also direct management
to assist the Committee in any of its duties.

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Annual Review
At least annually, the Committee will (a) review this Charter and recommend any changes tothe Board and (b) evaluate its own performance against the requirements of this Charter andreport the results of this evaluation to the Board. The evaluation will include establishment ofthe goals and objectives of the Committee for the upcoming year. The Committee will conductits review and evaluation in such manner as it deems appropriate.
Consistent with NYSE listing requirements, this Charter will be included on the Company’s
website and will be made available in print upon a request sent to the Company’s Secretary.
The Company's proxy statement will state that this Charter is available on the Company's
website and that it will be available in print upon a request sent to the Company's Secretary.
December 2, 2022

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