Exhibit B-4(d)

Composite Conformed Copy







RIVER FUEL FUNDING COMPANY #3, INC. 



 __________

NOTE PURCHASE AGREEMENT
__________ 

 Dated as of January 30, 1998





 $25,000,000

 INTERMEDIATE TERM SECURED NOTES,

6.44% Series C Due February 15, 2001



<PAGE>

TABLE OF CONTENTS

Section Page

1.      DEFINITIONS     1

2.      PURCHASE AND SALE OF THE NOTES  1
2.1  The Notes  1
2.2  Other Purchaser    2
2.3  The Closing        2
2.4  Use of Proceeds    3
2.5  Purchase for Investment    3

3.      REPRESENTATIONS AND WARRANTIES  3
3.1  Organization, Authorization of the Company 3
3.2  Due Execution and Delivery 4
3.3  Financial Statements; Business     4
3.4  Title to Properties        4
3.5  Litigation 5
3.6  Conformity with Other Agreements   5
3.7  No Legal Obstacle to Agreement.    5
3.8  Investment Company Status. 6
3.9  Absence of Foreign Status; etc     6
3.10  Private Offering  6
3.11  Disclosure        7
3.12  No Default.       7
3.13  Security. 7
3.14  Permitted Indebtedness.   7

4.      CLOSING CONDITIONS      8
4.1  Condition Precedent to Company's Obligations       8
4.2  Conditions Precedent to Purchaser's Obligations    8

5.      PAYMENT, REGISTRATION, TRANSFER, EXCHANGE AND REPLACEMENT OF THE 
NOTES   10
5.1  Payment Address    10
5.2  Registration, Transfer or Exchange 10
5.3  Replacement        11

6.      REDEMPTION PROVISIONS   12
6.1  Mandatory Redemption upon Termination of Lease Agreement   12


6.2  Optional Redemption of Notes.      12
6.3  Notice of Redemption       12
6.4  Payment and Interest Cut-Off       13
6.5  Permanent Retirement of Notes      13
6.6  Selection of Notes for Redemption  13
6.7  Repurchase of Notes        13

7.      TERMINATION OF LEASE AGREEMENT; AMENDMENT OF BASIC AGREEMENTS AND 
NUCLEAR FUEL CONTRACTS; ADDITIONAL COVENANTS    13
7.1  Termination of Lease Agreement     13
7.2  Basic Agreements and Nuclear Fuel Contracts        13
7.3  Additional Covenants       14

8.      COVENANTS       14
8.1  General Obligations        14
8.2  Books of Company   14
8.3  Notices    14
8.4  Payment of Taxes   14
8.5  Governmental Permits       14
8.6  Inspection 15
8.7  Financial Statements       15
8.8  Copies of Documents        15
8.9  Activities of Company      15
8.10  Indebtedness      15
8.11  Guarantees        16
8.12  Liens     16
8.13  Distributions     17
8.14  Investments; Loans        17
8.15  Salaries  17
8.16  Merger; Sales     17
8.17  Payments  17
8.18  Compliance with Agreements        17
8.19  Acceptance of Additional Nuclear Fuel Contracts   17
8.20  Investment Company        18
8.21  Public Utility Holding Company    18
8.22  Accounts and Deposits     18
8.23  Expenses and Indemnity    18

9.      EVENTS OF DEFAULT; CONSEQUENCES 18
9.1  Events of Default  18
9.2  Default Remedies.  20
9.3  Annulment of Acceleration  21
9.4  Notice of Default  22

10.     NO RECOURSE     22

11.     INTERPRETATION OF THIS AGREEMENT        23
11.1  Terms Defined     23
11.2  Accounting Principles     28
11.3  Directly or Indirectly    28
11.4  Choice of Law; Severability; etc. 28

12.     MISCELLANEOUS   28
12.1  Notices   28
12.2  Counterparts; Reproduction of Documents   29
12.3  Survival  29
12.4  Successors and Assigns    29
12.5  Amendment and Waiver      29
12.6  Authorization of Collateral Agent 30




Exhibit A  --  Schedule of Purchasers                                           
	A-1 
Exhibit B  --  Form of Note                                      
	B-1
Exhibit C  --  Lessee's Certificate                                   
	C-1
Exhibit D  --  Lessee's Letter Agreement                              
	D-1
Exhibit E1 --  Opinion of Carter, Ledyard & Milburn                             
	E1-1
Exhibit E2 --  Opinion of Carter Ledyard & Milburn                              
	E2-1
Exhibit F  --  Opinion of Ann G. Roy                                            
	F-1
Exhibit G  --  Opinion of Reid & Priest LLP                                     
	G-1
Exhibit H  --  Opinion of Friday, Eldridge & Clark                              
	H-1
Exhibit I   --   Opinion of Ropes & Gray                          
	I-1


<PAGE>

RIVER FUEL FUNDING COMPANY #3, INC.
c/o UNITED STATES TRUST COMPANY OF
NEW YORK, as trustee
114 WEST 47TH STREET, 15th Floor 
NEW YORK, NEW YORK 10036-1532 



 As of January 30, 1998


To the Purchasers Named 
   in Exhibit A Hereto

		


	Re:     Intermediate Term Secured Notes, 
		6.44% Series C due February 15, 2001                   
 
Dear Sirs:

	 River Fuel Funding Company #3, Inc., a Delaware corporation (the 
"Company"), hereby agrees with you as follows:  

1.      DEFINITIONS     DEFINITIONS;.

	Certain terms are used in this Agreement as specifically defined herein.
Those definitions are contained or referred to in Section 11.1 hereof.  

2.      PURCHASE AND SALE OF THE NOTES  PURCHASE AND SALE OF THE NOTES;.

	2.1  The Notes..  The Company has authorized the issuance of IT Notes 
and the Company proposes to issue and sell at the Closing the Company's 
Intermediate Term Secured Notes, 6.44% Series C due February 15, 2001, in the 
original aggregate principal amount of $25,000,000 pursuant to the provisions 
of this Agreement and of an identical Agreement with each of the other 
Purchasers listed in Exhibit A hereto (each of such purchasers being 
hereinafter referred to individually as a "Purchaser" and all such purchasers 
being hereinafter referred to collectively with you as the "Purchasers").  The 
term "Notes" shall mean said $25,000,000 of Intermediate Term Secured Notes, 
6.44% Series C due February 15, 2001, and shall include any notes
delivered in exchange therefor or upon the transfer or replacement thereof as 
provided herein; and the term "Note" shall mean any one of the Notes.  Each 
Note shall be issued substantially in the form set forth in Exhibit B hereto 
in a minimum denomination of $100,000 or any larger amount that is an integral 
multiple of $1,000, shall be dated the date of its issuance, and shall bear 
interest on the unpaid principal amount  thereof from the date of issuance at 
the rate of 6.44% per annum (computed on the basis of a 360-day year and a 
30-day month).  Interest shall be payable semiannually in arrears on the 15th 
day of February and August in each year, commencing on August 15, 1998.  If 
any payment of principal of or Yield-Maintenance Premium, if any, or interest 
on any Note is required to be made on a date that is not a Business Day, such 
payment shall be made on the next preceding Business Day. The Notes shall 
mature on February 15, 2001, and shall be executed in the name and on behalf 
of the Company by an officer of the Company.

	2.2  Other Purchaser..  Contemporaneously with the execution of this 
Agreement, the Company is executing an identical (except for the name of the 
Purchaser) agreement with the other Purchaser identified in Exhibit A hereto 
pursuant to which the Company will issue and sell Notes to said other 
Purchaser in the aggregate amount set opposite its name in Exhibit A hereto.  
The sale of Notes to each Purchaser is a separate transaction in which each 
Purchaser shall act for itself severally and not jointly with the other 
Purchaser.  Such identical agreements with you and with the other Purchaser 
are sometimes hereinafter referred to as the "Agreements."

	2.3  The Closing..  The Company agrees to issue and sell to you, in 
reliance upon your representations and warranties in Section 2.5 hereof, and, 
subject to the terms and conditions and in reliance upon the representations 
and warranties of the Company set forth in this Agreement and of the Lessee 
set forth in the certificate referred to in Section 4.2(b)(ii) hereof, you 
agree to purchase from the Company at the Closing the principal amount of 
Notes set forth opposite your name and specified in Exhibit A hereto for 
purchase by you, at a price equal to 100% of such principal amount.  A 
preliminary closing in escrow shall take place at 10:00 a.m., New York time, 
on January 30, 1998 at the offices of Ropes & Gray, 885 Third Avenue, New 
York, New York, at which time all documents shall be executed and delivered 
into escrow until the Closing.  The time for release of documents from escrow 
and for delivering and payment for the Notes (the "Closing") shall be February 
13, 1998 (or such later date, not in any case later than February 27, 1998, as 
you, the other Purchaser, and the Company may agree upon)  at 9:30 a.m., New 
York time, at the offices of Ropes & Gray, 885 Third Avenue, New York, New 
York.  Unless otherwise requested by you, the Notes to be delivered to you at 
the Closing shall consist of a single Note payable to you or your nominee or 
registered assigns in the principal amount set forth opposite your name in 
Exhibit A.  Unless otherwise instructed by the Company prior to the Closing, 
you will pay for the Note or Notes delivered to you as aforesaid by causing 
payment, in immediately available funds, to be wire transferred to Account No. 
910-2-746428 (entitled the "River Fuel Funding Company #3, Inc. Collateral 
Account") at The Chase Manhattan Bank, ABA No. 021000021.  If at the Closing 
the Company shall fail to tender the Notes to you as provided herein or if any 
of the conditions set forth in Section 4.2 hereof shall not have been 
fulfilled to your satisfaction, you shall, at your election, be relieved of 
all obligations under this Agreement, without thereby waiving any other rights 
you may have by reason of such failure or such non-satisfaction.
	
	2.4  Use of Proceeds..  The Company will apply the proceeds of the sale 
of the Notes solely in accordance with the terms and limitations of the Basic 
Agreements.  The proceeds of the sale of the Notes sold at the Closing shall 
be paid into the Collateral Account to be applied forthwith to the repayment 
of $15,000,000 principal amount of the Company's Series B IT Notes, together 
with accrued interest thereon, and the balance to be applied ultimately toward 
the purchase price of additional Nuclear Fuel.  The Company will not, directly 
or indirectly, use any of the proceeds of the sale of the Notes for the 
purpose of purchasing or carrying any "margin security" within the meaning of 
Regulation G of the Board of Governors of the Federal Reserve System or 
otherwise take or permit any action that would cause the making of the 
Agreements or the sale of the Notes to violate such Regulation G, Regulation 
T, Regulation U, Regulation X or any other regulation of the Board of 
Governors of the Federal Reserve System (12 C.F.R. Part II, as from time to 
time in effect) applicable to the Company.

	2.5  Purchase for Investment..  You represent and warrant to the Company 
as follows:  You will acquire the Notes to be purchased by you for your own 
account (or for a separate account under your sole control and discretion), 
for investment and not with a view to the distribution or any disposition 
thereof or any beneficial interest therein, and you have no present intention 
of making any such distribution or disposition; provided, however, that the 
disposition of your property shall at all times be and remain within your 
control.  You acknowledge that you have received a copy of the Private 
Placement Memorandum.  Your acquisition of the Notes at the Closing shall 
constitute your confirmation of the representations and warranties contained 
in this Section 2.5.

3.      REPRESENTATIONS AND WARRANTIES  REPRESENTATIONS AND WARRANTIES;.  
The Company represents and warrants that:

	3.1  Organization, Authorization of the Company..  The Company is duly 
created and validly existing under the laws of the State of Delaware and has 
all requisite power and authority to own its assets, to carry on its business 
as now conducted and proposed to be conducted, to enter into the Agreements, 
to issue and sell the Notes and to carry out the terms of the Agreements and 
the Notes and of the Credit Agreement, the Depositary Agreement and each of 
the Basic Agreements.  The Company has all necessary power and has taken all 
action required to make all of the provisions of the Agreements, the Notes, 
the Credit Agreement, the Depositary Agreement, each of the Basic Agreements 
and any other agreements and instruments executed in connection herewith and 
therewith by which the Company is bound, the valid and binding obligations of 
the Company that they purport to be.

		The Company is duly documented, licensed or qualified and in 
good standing and authorized to do business in New York.  

		All of the Company s outstanding capital stock has been duly 
authorized and issued, is fully paid and nonassessable and is owned, 
beneficially and of record, by the Trust free and clear of any Lien or 
restriction on transfer, except for restrictions on transfer imposed by (i) 
federal, state and foreign securities laws and (ii) this Agreement.

	3.2  Due Execution and Delivery..  The Agreements, the Notes, the Credit 
Agreement, the Depositary Agreement and each of the Basic Agreements to which 
the Company is a party and the other certificates and documents signed or to 
be signed on behalf of the Company have been or will be duly executed and 
delivered by an officer of the Company who is, or at the time of the execution 
and delivery thereof on behalf of the Company was, or will be, duly authorized 
to effect such execution and delivery, and all such agreements, certificates 
and documents and the Notes (collectively "Documents"), if previously executed 
and delivered are, or, when executed and delivered will be, legal, valid and 
binding obligations of the Company, enforceable in accordance with their 
terms, except that enforcement of the rights and remedies created by the 
Documents is subject to (i) applicable bankruptcy, insolvency, reorganization, 
moratorium or other similar laws affecting creditors' rights generally and 
(ii) general equitable principles (regardless of whether such enforceability 
is considered in a proceeding in equity or at law).

	3.3  Financial Statements; Business..  The Company has furnished you a 
copy of a pro forma balance sheet as of the date of the Closing which reflects 
the sale of the Series C Notes and the application of the proceeds, and a 
statement of receipts and disbursements for the fiscal year ended December 31, 
1997.  Such balance sheet and statement of receipts and disbursements present 
fairly the financial position of the Company as of the respective dates 
thereof.  The Company has no known, contingent or other liabilities not 
disclosed in such balance sheet or the notes thereto.

		The Company is not a party to any instrument providing for the 
incurrence by the Company of indebtedness for borrowed money other than the 
Credit Agreement, the Series B Note Agreements, the Basic Agreements and the 
Depositary Agreement.  The chief place of business of the Company and the 
place where it keeps its records concerning its accounts, contract rights, 
chattel paper and general intangibles is in New York County.  The Company's 
only place of business is in New York State.

	3.4  Title to Properties..  The Company has title to all of the 
Company's assets owned or purported to be owned by the Company as of the date 
hereof as shown on the pro forma balance sheet delivered pursuant to Section 
3.3 hereof, including without limitation the Nuclear Fuel referred to in Fuel 
Schedules Nos. 27 through 39, inclusive, to the Lease Agreement, and all such 
assets are free of any Liens, except those permitted by Section 8.12 hereof; 
provided, however, that, with respect to any title to assets acquired from 
the Lessee or any other vendor as provided in the Lease Agreement, the Company 
(except with respect to its own actions) is making this representation and 
warranty only to the extent of and entirely in reliance on representations and 
warranties made by the Lessee or such other vendor in the agreement of sale or 
in the vendors' bills of sale delivered from time to time pursuant to the 
Lease Agreement or in other instruments and has made no independent 
investigation with respect thereto.

	3.5  Litigation..  Except as disclosed in the Disclosure Documents, 
there is no litigation at law or in equity, nor any proceeding or 
investigation before any court, board or other governmental or administrative 
agency or arbitrator, pending or to the knowledge of the Company threatened, 
which may be expected to result in any material judgment or liability against 
the Company not fully covered by insurance or which reasonably could be 
expected to otherwise result in any material adverse change in the business, 
assets or condition, financial or other, of the Company, or which questions 
the validity or enforceability of this Agreement, the Notes, the Credit 
Agreement, the Depositary Agreement or any of the Basic Agreements or of any 
action taken or to be taken by the Company pursuant to or in connection with 
this Agreement, the Credit Agreement, the Depositary Agreement or the Basic 
Agreements; and no judgment, decree or order has been issued against the 
Company which has, or may be expected to have, any material adverse effect on 
the business, assets or condition, financial or other, of the Company.

	3.6  Conformity with Other Agreements.  The Agreements do not contain 
any provision, term or condition that is inconsistent with, or contrary to, 
the Security Agreement, or that would violate, or cause the Company to be in 
violation of, the Credit Agreement, the Depositary Agreement or any Basic 
Agreement.  Neither the execution and delivery of the Agreements or the Notes 
nor the consummation of any transaction contemplated hereby or thereby has 
constituted or resulted in or will constitute or result in a breach of the 
provisions of any other agreement or instrument by which the Company is bound 
or result in the creation under any agreement or instrument of any Lien upon 
any of the assets of the Company, except as permitted by Section 8.12 hereof.

	3.7  No Legal Obstacle to Agreement.  The execution, delivery and 
performance, or the acceptance, as the case may be, by the Company of the 
Agreements, the Credit Agreement, the Basic Agreements, the Nuclear Fuel 
Contracts and the Notes did not, do not and will not violate any provision of 
any law or regulation or of any writ or decree of any court or governmental 
instrumentality applicable to the Company, and no consent, license, approval, 
order or authorization of, or filing, registration or declaration with, any 
governmental authority, bureau or agency or any court or other Person is 
required in connection with the execution, delivery, performance, acceptance, 
validity or enforceability of any of the above mentioned documents and 
instruments (provided that no representation is given with respect to the 
Nuclear Fuel Contracts insofar as the respective Manufacturers, as defined in 
the Lease Agreement, are concerned), except for (i) a general license for 
the Company to own special nuclear material from the Nuclear Regulatory 
Commission (currently granted under 10 C.F.R. Sections 40.21 and 70.20), 
(ii) a license to possess and use special nuclear material granted by the 
Nuclear Regulatory Commission to the Lessee, and (iii) the Orders dated 
February 21, 1989, February 23, 1989, July 7, 1989 and January 24, 1996 
of the Securities and Exchange Commission authorizing the issuance of 
$180 million aggregate principal amount of IT Notes at any one time 
outstanding, all of which licenses, orders, approvals and filings have 
been duly obtained or made and are final and are in full force and 
effect, and none of such licenses, orders, approvals and filings is 
the subject of any pending or, to the best of the Company's knowledge, any 
threatened attack by direct proceedings or otherwise; and except for a special 
license to possess special nuclear material from the Nuclear Regulatory 
Commission that the Company or the Collateral Agent may be required to obtain 
to take possession of the Nuclear Fuel in the event of default; provided that 
no representation is given herein with respect to Federal, New York or 
Mississippi banking or trust laws or regulations or the securities or blue sky 
laws or regulations of any state.

	3.8  Investment Company Status.  The Company 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.  The Company is not 
a "public utility company," or a "holding company," or an "affiliate" of a 
"holding company" or a "subsidiary company" of a "holding company," within the 
meaning of the Public Utility Holding Company Act of 1935, as amended.  The 
Security Agreement is not required to be qualified under the Trust Indenture 
Act of 1939, as amended, and the creation of the security interest in the 
Collateral in favor of the Secured Parties under the Security Agreement does 
not require an indenture to be qualified under said Act.

	3.9  Absence of Foreign Status; etc..

	(a)     Absence of Foreign Status.  The Company is not (i) a Person 
included within the definition of "designated foreign country" or 
"national" of a "designated foreign country" in Executive Order No.  
9193, as amended, or in the Foreign Assets Control Regulations (31 
C.F.R., Chapter V, Part 500, as amended), in the Cuban Assets Control 
Regulations (31 C.F.R., Chapter V, Part 515, as amended) or within the 
meaning of any similar orders or regulations, or of any regulations, 
interpretations or rulings issued thereunder, or in violation of such 
orders or regulations or of any regulations, interpretations or rulings 
issued thereunder or (ii) an entity listed in Section 550.304 of the 
Foreign Assets Control Regulations.

	(b)     Pension Plan.  The Company has no pension or similar plans 
that are subject to the provisions of Title IV of the Employee 
Retirement Income Security Act of 1974, as amended, and the applicable 
rules and regulations issued thereunder.

	(c)     Margin Stock.  The Company does not presently own any shares 
of "margin stock" within the meaning of Regulation G of the Board of 
Governors of the Federal Reserve System or any regulations, 
interpretations or rulings thereunder.

	3.10  Private Offering..  Neither the Company, nor to the knowledge of 
the Company, the Lessee nor any Person authorized or employed by any of them 
as agent, broker, dealer or otherwise (the only such agent being Merrill Lynch 
& Co.) in connection with the offering or sale of the Notes has directly or 
indirectly offered any of the Notes or any similar Security (other than 
commercial paper) for sale to, or solicited offers to buy any thereof from, or 
otherwise approached or negotiated with respect thereto with, any prospective 
purchaser other than you, the other Purchaser, and not more than 100 other 
prospective purchasers.  To the knowledge of the Company, based on the 
representation of Merrill Lynch & Co., each offeree was an "accredited 
investor" as defined in Rule 501 under the Securities Act of 1933, as amended 
(the "1933 Act").  The Company agrees that it has not offered and will not 
offer, either directly or indirectly, the Notes or any part thereof or any 
similar Security (other than commercial paper) for issue or sale to, or 
solicit any offer to acquire any of the same from, anyone, or take any other 
action which would subject the issuance and sale of the Notes to the 
provisions of Section 5 of the 1933 Act.

	3.11  Disclosure..  None of the representations in this Agreement, the 
pro forma balance sheet and statement of receipts and disbursements referred 
to in Section 3.3 hereof, the Fuel Schedules referred to in Section 3.4 
hereof, or in any other document, certificate, or statement furnished to you 
by or on behalf of the Company in connection with the transactions 
contemplated hereby contained as of its date any untrue statement of a 
material fact or omitted to state a material fact necessary in order to make 
the representations contained herein or the statements contained therein not 
misleading in light of the circumstances under which they were made.  There is 
no fact within the knowledge of the Company which has not been disclosed 
herein or therein and which materially adversely affects, or in the future, so 
far as the Company can now foresee, may so affect, the business, assets or 
condition, financial or otherwise, of the Company.

	3.12  No Default.  No Default or Event of Default has occurred under the 
Credit Agreement and, to the knowledge of the Company, no default or event of 
default has occurred under any of the other Basic Agreements.  To the 
knowledge of the Company, no event of termination has occurred under Section 
20 of the Lease Agreement on the date hereof.

	3.13  Security.  The Security Agreement is effective to create in favor 
of the Collateral Agent as agent for the Secured Parties a legal, valid and 
enforceable first priority security interest in all of the Collateral, and a 
legal, valid and enforceable purchase money security interest in all of the 
Company's right, title and interest in the Nuclear Fuel Contracts and the 
Nuclear Fuel referred to in the Fuel Schedules referred to in Section 3.4, 
including any Nuclear Fuel to be acquired with the proceeds of the Notes, and 
all filings, recordings and other actions that are necessary in order to 
establish, preserve and perfect the Collateral Agent's lien on and security 
interest in the Collateral as a legal, valid and enforceable first lien and 
security interest, or purchase money security interest, as the case may be, 
have been duly effected, except that the foregoing representation shall not be 
deemed to be violated as a result of the existence or priority of any lien 
permitted by Section 15 of the Lease Agreement.

	3.14  Permitted Indebtedness.  As of the date hereof and after giving 
effect to the sale of the Notes pursuant to the Agreements on the date of the 
Closing, the aggregate SLV of the Nuclear Fuel plus any accrued Daily Lease 
Charges plus the cash and investments held in the Collateral Account equals or 
exceeds, or will equal or exceed, the then sum of the Outstandings under the 
Credit Agreement plus the aggregate outstanding principal amount of all IT 
Notes.

4.      CLOSING CONDITIONS

	4.1  Condition Precedent to Company's Obligations..  The Company's 
obligation to issue and deliver the Notes to be delivered to you at the 
Closing shall be subject to the receipt by the Company at or prior to the time 
of the Closing of (i) a written consent of the Lessee authorizing the Company 
to execute and deliver the Agreements and to issue and sell the Notes and (ii) 
copies of the opinions of Ann G. Roy, Esq., Senior Counsel to Entergy 
Services, Inc. and Reid & Priest LLP referred to in Section 4.2(a).

	4.2  Conditions Precedent to Purchaser's Obligations..  Your obligation 
to purchase and pay for the Notes to be delivered to you at the Closing shall 
be subject to the satisfaction of the following conditions precedent prior to 
or contemporaneously with the delivery of the Notes to you at the Closing:

	(a)     Opinions of Counsel.  You shall have received at the Closing 
from Carter Ledyard & Milburn, counsel for the Company and the Trustee, 
Ann G. Roy, Esq., counsel for the Lessee and special Mississippi counsel 
for the Company as to perfection of the security interests and 
conformity with Mississippi law, Reid & Priest LLP, New York counsel for 
the Lessee and the Guarantor, Friday, Eldridge & Clark, special Arkansas 
counsel for the Lessee, and Ropes & Gray, your special counsel, their 
favorable opinions, dated the date of the Closing, substantially in the 
form of Exhibits E-1, E-2, F, G, H and I, respectively.

	(b)     Representations True.

	(i)     The representations and warranties contained in 
Section 3 hereof and otherwise made by or on behalf of the Company 
in writing in connection with the transactions contemplated hereby 
(which shall not be deemed to include any of the documents 
specifically referred to in Section 4.2(b)(ii) hereof) shall be 
true and correct in all material respects at and as of the time of 
the Closing; and no condition or event which, if the Notes had 
been outstanding from the date hereof, would constitute a Default 
or an Event of Default shall have occurred and be continuing at 
the time of Closing.

	(ii)    The representations and warranties of the Lessee 
contained in Section 2 of the Lease Agreement shall be true, 
correct and complete in all material respects at and as of the 
time of the Closing with the same force and effect as though made 
at and as of the time of the Closing.  On the date hereof the 
Private Placement Memorandum, when read together with the other 
Disclosure Documents, does not include any untrue statement of a 
material fact or omit to state a material fact necessary in order 
to make the statements therein, in light of the circumstances 
under which they were made, not misleading.  You shall have 
received at the Closing a certificate to such effects dated the 
date thereof and signed by the Treasurer or an Assistant Treasurer 
of the Lessee substantially in the form of Exhibit C to this 
Agreement and the representations and warranties of the Lessee 
contained therein shall be true and correct as of the time of the 
Closing.

	(c)     Compliance with this Agreement.  The Company shall have 
performed and complied with all agreements and conditions contained 
herein which are required to be performed or complied with by the 
Company before or at the Closing.

	(d)     Company's Certificates.  You shall have received at the 
Closing (1) a certificate of the Secretary of the Company dated the date 
of the Closing certifying: (i) that the charter documents and By-laws of 
the Company attached thereto are true and complete and in full force and 
effect, (ii) that the resolutions attached thereto have been duly 
adopted by the Board of Directors of the Company, (iii) that there is no 
action pending to amend the Company's charter, and (iv) the incumbency 
and specimen signatures of each officer of the Company executing this 
Agreement and the Notes, and (2) a certificate dated the date of the 
Closing and signed by or on behalf of the Company, certifying that the 
conditions specified in Sections 4.2(b)(i) and 4.2(c) have been 
fulfilled.
 
	(e)     Lessee's Consent and Letter Agreement.  You shall have 
received at the Closing a copy of (i) the Lessee's Consent pursuant to 
Section 33(b) of the Lease Agreement and (ii) a letter agreement 
substantially in the form of Exhibit D to this Agreement (the "Lessee's 
Letter Agreement"), both signed by the Lessee.

	(f)     Legality.  The purchase of and payment for the Notes shall 
not be prohibited by any applicable law or governmental regulations and 
shall not subject you to any penalty or other onerous condition under or 
pursuant to any applicable law or governmental regulation.  The Notes 
shall at the time of the Closing qualify as a legal investment for 
mutual life insurance companies under the New York Insurance Law without 
resort to any basket provision thereof and you shall have received such 
evidence as you may reasonably request to establish compliance with this 
condition.

	(g)     Proceedings Satisfactory; Basic Agreements.  All proceedings 
taken in connection with the sale of the Notes and all documents and 
papers relating thereto shall be satisfactory to you.  You and your 
special counsel shall have received copies of such documents and papers 
as you or they may reasonably request in connection therewith or as a 
basis for your special counsel's closing opinion, all in form and 
substance satisfactory to you.

	(h)     Information.  The Company shall have delivered to you such 
information as you shall have reasonably requested for use as a basis 
for any filings which you may be required to make with certain 
regulatory bodies and with the National Association of Insurance 
Commissioners.

	(i)     Simultaneous Sales.  At the Closing, the Company shall have 
simultaneously sold to the other Purchaser the principal amount of Notes 
set opposite its name on Exhibit A hereto and shall have received 
payment from it therefor.
		
	(j)     Private Placement Number.  A Private Placement Number issued 
by Standard & Poor's CUSIP Service Bureau (in cooperation with the 
Securities Valuation Office of the National Association of Insurance 
Commissioners) shall have been obtained for the Notes.

	(k)     Payment of Fees.  The Company shall have made satisfactory 
arrangements for the payment of the legal fees and expenses of your 
special counsel, Ropes & Gray.

5.      PAYMENT, REGISTRATION, TRANSFER, EXCHANGE AND REPLACEMENT OF THE NOTES
	PAYMENT, REGISTRATION, TRANSFER, EXCHANGE AND REPLACEMENT OF THE 
NOTES;.

	5.1  Payment Address..  The Company shall make or shall cause the 
Registrar to make all payments on account of interest and principal and Yield-
Maintenance Premium, if any, to be paid in respect of the Notes held by you or 
your assignee by wire transfer in immediately available funds on the scheduled 
payment date at your payment address specified in Exhibit A hereto, or in such 
other manner and at such other address as shall be designated by notice to the 
Company and the Registrar in respect of Notes held by you or by any other 
Noteholder.  Payments on account of each Note shall be made without the 
necessity of any presentment or notation of payment, and the amount of 
principal so paid on any Note shall be regarded as having been retired and 
canceled at the time of payment.  Any Note with respect to which interest and 
principal and Yield-Maintenance Premium, if any, shall have been fully paid 
shall be surrendered to the Company (or, at the Company's direction, to the 
Registrar) and shall be retired and canceled.  The holder of any Note, before 
any transfer thereof, shall make a notation thereon of the date to which 
interest has been paid and of all principal payments theretofore made thereon 
and shall in writing notify the Company of the name and address of the 
transferee.

	5.2  Registration, Transfer or Exchange..  So long as any of the Notes 
remain unpaid, the Company shall cause the Registrar to keep at its principal 
office referred to in Section 12.1 hereof (or at such other office of the 
Registrar within the State of New York as the Company or the Registrar shall 
have identified by written notice to each of the Noteholders) a register in 
which shall be entered the names and addresses of all Noteholders and the 
particulars of those Notes held by them and of all transfers of such Notes.  
The holder in whose name any Note shall be so registered shall be deemed and 
treated as the owner thereof for all purposes of this Agreement and neither 
the Company nor the Registrar shall be affected by any notice to the contrary.  
For the purpose of any request, direction or consent hereunder, the Company 
and the Registrar may deem and treat the holder of any Note as the owner 
thereof without production of such Note.  Any Noteholder may at any time and 
from time to time prior to maturity or redemption thereof surrender any Note 
held by it for transfer or exchange at said office of the Registrar; provided, 
however, that the proposed transfer or exchange does not violate the 1933 Act, 
or any other applicable law relating to the sale of securities and the Company 
may require, as a condition to the registration of any transfer, an opinion of 
counsel for the transferring Noteholder (which may be in-house counsel) to the 
effect that such transfer is exempt from the registration requirements of the 
1933 Act, and, if applicable, any state securities laws.  If such opinion is 
not provided by in-house counsel and if the transfer shall be to an 
"accredited investor" as defined in Rule 501(a) under the 1933 Act, the 
reasonable cost of such opinion shall be borne by the Company.  Within a 
reasonable time thereafter and without expense (other than transfer taxes, if 
any) to such holder, the Company shall cause the Registrar to issue in 
exchange therefor another Note or Notes, dated the date to which interest has 
been paid on each Note surrendered or dated the date of such surrendered Note 
if no interest has theretofore been paid thereon, for the same aggregate 
principal amount as the unpaid principal amount of the Note or Notes so 
surrendered, containing the same provisions and subject to the same terms and 
conditions as the Note or Notes so surrendered.  Each such new Note shall be 
registered in the name of such Person or Persons as the holder of such 
surrendered Note or Notes may designate in writing, and such exchange shall be 
made in a manner such that no additional or lesser amount of principal or 
interest shall result.  The Company will pay or will cause the Registrar to 
pay shipping and insurance charges, from and to each Noteholder's main office, 
involved in the exchange or transfer of any Note.

	5.3  Replacement..  Upon receipt of evidence reasonably satisfactory to 
the Company of the loss, theft, destruction or mutilation of any Note and, if 
requested in the case of any such loss, theft or destruction, upon delivery of 
an indemnity agreement or security reasonably satisfactory to the Company, or, 
in the case of any such mutilation, upon surrender and cancellation of such 
Note, the Company will cause the Registrar to issue a new Note, of like tenor 
and amount and dated the date to which interest has been paid, or dated the 
date of such lost, stolen, destroyed or mutilated Note if no interest has 
theretofore been paid thereon, in lieu of such lost, stolen, destroyed or 
mutilated Note.

	Notwithstanding the foregoing provisions of this Section 5.3, if any 
Note of which you or your nominee is the holder is lost, stolen or destroyed, 
the affidavit of your Treasurer or any officer setting forth the circumstances 
with respect to such loss, theft or destruction shall be accepted as 
satisfactory evidence thereof, and no indemnity or security shall be required 
as a condition to the execution and delivery by the Company and the Registrar 
of a new Note in replacement of such lost, stolen or destroyed Note other than 
your written agreement to indemnify the Company and the Registrar.

6.      REDEMPTION PROVISIONS   REDEMPTION PROVISIONS;.  The Company covenants 
and agrees that so long as any of the Notes are outstanding it will redeem the 
Notes as follows:

	6.1  Mandatory Redemption upon Termination of Lease Agreement..  The 
Company shall, upon the occurrence of any event of termination described in 
Section 20(a)(ii) through 20(a)(x), inclusive, of the Lease Agreement, redeem 
or shall cause the Registrar to redeem the entire outstanding principal amount 
of the Notes without premium on the Termination Settlement Date.  In the event 
of a purchase of Nuclear Fuel by the Lessee pursuant to Section 10(b) of the 
Lease Agreement, the Company shall redeem or shall cause the Registrar to 
redeem without premium only that portion of the principal amount of the Notes 
at the time outstanding which bears the same relationship to the aggregate 
principal amount of all Notes at the time outstanding as the SLV of the 
Nuclear Fuel purchased bears to the SLV of all Nuclear Fuel.  Upon any partial 
redemption of the Notes, each Noteholder shall, if so requested by the Company 
or the Registrar, surrender to the Registrar all Notes held by such Noteholder 
in exchange for a new Note or Notes in an aggregate principal amount equal to 
the outstanding principal amount of the surrendered Note or Notes, less the 
amount of such partial redemption.  Except as provided in this Section 6.1 or 
in Section 6.2 hereof, neither the Company nor the Registrar may redeem the 
Notes, in whole or in part, prior to the stated maturity thereof.

	6.2  Optional Redemption of Notes. The Company shall have the right, at 
its option, at any time and from time to time, to prepay all or any portion of 
the principal amount of Notes outstanding and shall, at the request of the 
Lessee or upon the occurrence of an event of termination as described in 
Section 20(a)(i) of the Lease Agreement, redeem or shall cause the Registrar 
to redeem the entire principal amount of the Notes outstanding (the amount so 
prepaid or redeemed being hereinafter referred to as the "Called Principal") 
at a price equal to the sum of (i) the Called Principal, (ii) interest accrued 
on the Called Principal through the Redemption Date (as defined below) and 
(iii) the Yield-Maintenance Premium, if any.

	6.3  Notice of Redemption..  Notice of each prepayment or redemption of 
Notes pursuant to Section 6.1 or 6.2 hereof shall be given by the Company not 
less than 30 nor more than 60 days before the redemption date (the "Redemption 
Date") by mailing to each Noteholder an irrevocable notice of intention to 
redeem specifying the date of redemption, identifying the event of termination 
under the Lease Agreement giving rise to such redemption (in the case of 
redemption pursuant to Section 6.1), stating the aggregate principal amount of 
Notes to be redeemed on such date and the principal amount of the Notes to be 
redeemed on such date held by the Noteholder to whom such notice is sent and 
accrued interest applicable to such redemption.  In the case of a redemption 
pursuant to Section 6.2 hereof, a written calculation of the redemption price 
shall be sent to each holder of Notes to be redeemed not later than 12:00 noon 
on the Business Day prior to the Redemption Date.
	
	6.4  Payment and Interest Cut-Off..  Upon each redemption of Notes, in 
whole or in part, the Company shall pay or shall cause the Registrar to pay to 
each holder thereof the amount of its Notes to be redeemed together with the 
unpaid interest in respect thereof accrued to the Redemption Date and Yield-
Maintenance Premium, if any.  Notice of redemption having been given in 
compliance with Section 6.3 hereof, the aggregate principal amount of the 
Notes to be redeemed shall become due and payable on the Redemption Date, and 
from and after said date (unless the Company or the Registrar shall default in 
paying the amounts then due) interest on such principal amount of the Notes 
shall cease to accrue.

	6.5  Permanent Retirement of Notes..  Notes redeemed in full or 
otherwise acquired by the Company or the Registrar shall be permanently 
retired and canceled and shall not under any circumstances be reissued or 
resold.

	6.6  Selection of Notes for Redemption..  Each redemption required by 
the Agreements shall be made so that the Notes then held by each Noteholder 
shall be redeemed in a principal amount in integral multiples of $1,000 which 
shall bear the same ratio, as nearly as possible, to the total principal 
amount being redeemed as the principal amount of Notes then held by such 
Noteholder shall bear to the aggregate principal amount of the Notes then 
outstanding.
	
	6.7  Repurchase of Notes..  Neither the Company nor the Registrar will 
repurchase or make any offer to repurchase IT Notes unless (i) such IT Notes 
are repurchased in order of maturity and (ii) if the Company or the Registrar 
has offered to purchase less than all IT Notes with a given maturity, then 
such IT Notes will be repurchased pro rata from all holders of such IT Notes 
at the time outstanding and upon the same terms.

7.      TERMINATION OF LEASE AGREEMENT; AMENDMENT OF BASIC AGREEMENTS AND 
NUCLEAR FUEL CONTRACTS; ADDITIONAL COVENANTS    TERMINATION OF LEASE 
AGREEMENT; AMENDMENT OF BASIC AGREEMENTS AND NUCLEAR FUEL CONTRACTS; 
ADDITIONAL COVENANTS;.  So long as any IT Notes are outstanding:

	7.1  Termination of Lease Agreement..  The Company shall not terminate 
the Lease Agreement pursuant to Section 3(b) of said Agreement without 
receiving the prior written consent of the holders of at least 66 2/3% in 
aggregate principal amount of all IT Notes at the time outstanding.  

	7.2  Basic Agreements and Nuclear Fuel Contracts..  The Company shall 
not enter into any amendment to or supplement of any Basic Agreement or any 
written waiver or modification of the terms of any Basic Agreement or enter 
into any amendment to or supplement of any Nuclear Fuel Contract or any 
written waiver or modification of the terms of any Nuclear Fuel Contract 
(unless, in the case of Nuclear Fuel Contracts, such actions shall be 
permitted under the Lease Agreement) without in each case receiving the prior 
written consent of the holders of at least 66 2/3% in aggregate principal 
amount of all IT Notes at the time outstanding.

	7.3  Additional Covenants..  The Company shall not agree to any 
affirmative or negative covenant with respect to the business, operations, 
properties or condition, financial or otherwise, of the Company with any 
Person who shall extend or propose to extend credit to the Company unless 
either (x) such covenant is in existence on the date hereof and a copy of the 
document containing such covenant has been provided to you or (y) subject to 
Section 12.5(a), such covenant is contained in an amendment of or supplement 
to the Agreements, in an agreement with respect to the purchase of other IT 
Notes or in one of the Basic Agreements.

8.      COVENANTS       COVENANTS;.  Without limiting any other covenants and 
provisions hereof, the Company covenants and agrees that, so long as any of 
the Notes are outstanding, it will perform and observe the following covenants 
and provisions:

	8.1  General Obligations..  The Company will (i) duly observe and 
conform to all valid requirements of any governmental authorities relative to 
the conduct of its business or to the ownership of its assets, (ii) preserve 
and keep in full force and effect the existence of the Company and the rights, 
privileges and franchises of the Company and (iii) obtain, maintain and keep 
in full force and effect all consents, permits, licenses, approvals, orders 
and authorizations which are necessary to properly carry out the transactions 
contemplated to be performed by it by this Agreement, the Notes and the Basic 
Agreements to which it is a party.

	8.2  Books of Company..  The Company will keep books of record and 
account acceptable to you in relation to its business and activities.

	8.3  Notices..  Upon obtaining knowledge thereof, the Company will 
promptly give written notice to you of (i) the occurrence of any Default or 
Event of Default hereunder or any of the events set forth in Sections 18, 19 
or 20(a) of  the Lease Agreement or any "Default" or "Event of Default" under 
the Credit Agreement; (ii) any litigation or proceedings with respect to the 
Company, or affecting the Company or any of its assets; and (iii) such other 
information concerning the business, assets, or condition, financial or 
otherwise, of the Company as you may from time to time reasonably request.

	8.4  Payment of Taxes..  The Company will cause to be computed, paid and 
discharged (subject to the provisions of Section 10 hereof) when due all 
taxes, assessments and other governmental charges or levies imposed upon the 
Company, or upon any income or assets of the Company, prior to the day on 
which penalties are attached thereto, unless and except to the extent that the 
same shall be contested in good faith by appropriate proceedings diligently 
prosecuted and no foreclosure, distraint, sale or other similar proceedings 
shall have commenced or been threatened.

	8.5  Governmental Permits..  The Company will, to the extent obtained or 
received by it, furnish or cause to be furnished to you a copy of any 
authorization, license, permit, consent, order or approval of any governmental 
authority obtained or required to be obtained in connection with the 
transactions contemplated by the Agreements, the Notes or any of the Basic 
Agreements.

	8.6  Inspection..  The Company will permit any Person designated by you 
to inspect any of the Company's Property (subject to the provisions of Section 
12 of the Lease Agreement) or any of the books or financial records of the 
Company and to discuss the affairs, finances and accounts of the Company with 
the officers of the Company or the Company's independent certified public 
accountants, all at such reasonable times and as you may reasonably request.

	8.7  Financial Statements..  The Company will furnish to you, within 30 
days after the close of each Calendar Quarter, a quarterly statement of 
receipts and disbursements relating to the Company for such Quarter and for 
the portion of the fiscal year then ended.

	8.8  Copies of Documents..  The Company will promptly deliver to you 
copies of (i) all amendments, modifications and waivers, (ii) all requests for 
any such amendment, modification or waiver, and (iii) any notice of an "Event 
of Default", in each case received or delivered by the Company, under or with 
respect to the Credit Agreement, the Lease Agreement, any of the Basic 
Agreements or any of the IT Note Agreements (or, to the extent requested by 
you, the Depositary Agreement or Dealer Agreement), to the extent that the 
same shall not have been delivered to you pursuant thereto.

	8.9  Activities of Company..  The Company will not engage in any 
business or activity of any kind or enter into any transaction which is not 
directly related to the purchase, sale and leasing of Nuclear Fuel pursuant to 
the Lease Agreement and the financing thereof in the manner contemplated by 
the Credit Agreement, the Agreements, the Depositary Agreement and the Basic 
Agreements and the IT Notes Agreements.

	8.10  Indebtedness..  The Company will not, directly or indirectly, 
create, incur, assume or suffer to exist any indebtedness of any kind for 
borrowed money, extensions of credit or the deferred purchase price of 
property, except

	(a)     the indebtedness evidenced by the IT Notes, each of which 
complies with all of the following requirements:  (i) such IT Note shall 
not be secured by any collateral other than the Collateral described in 
the Security Agreement in accordance with the terms thereof, unless the 
Notes, the CP Notes and the Loan Notes and any other indebtedness 
incurred in connection with bank credit facilities permitted under 
Section 8.10(b) hereof are secured equally and ratably by such 
additional collateral, (ii) such IT Note shall not be guaranteed 
directly or indirectly by any Person nor shall the holder thereof be 
assured against loss or nonpayment unless the Notes, the CP Notes and 
the Loan Notes and any other indebtedness incurred in connection with 
bank credit facilities permitted under Section 8.10(b) hereof shall have 
the benefit of such guaranty or assurance on a pro rata basis with such 
IT Note, (iii) there shall not exist a Default or an Event of Default 
hereunder or a "Default" or "Event of Default" under the Credit 
Agreement on the date of issuance of such IT Note, and (iv) immediately 
following the issuance of such IT Note, the sum of (i) the aggregate SLV 
of the Nuclear Fuel plus (ii) any accrued Daily Lease Charges plus (iii) 
cash and investments in the Collateral Account shall equal or exceed the 
sum of the Outstandings under the Credit Agreement and any other 
indebtedness incurred in connection with bank credit facilities 
permitted under Section 8.10(b) hereof plus the aggregate outstanding 
principal amount of all IT Notes (including the Notes); and

	(b)     indebtedness evidenced by the Credit Agreement, the CP Notes 
and the Loan Notes or any of their successors.  No such bank 
indebtedness shall constitute permitted indebtedness of the Company 
unless (i) the banks providing such credit facilities, other than the 
Credit Agreement, shall have acknowledged and agreed to the terms of the 
Basic Agreements, (ii) the banks providing such credit facilities, 
including the banks participating in the Credit Agreement, shall not be 
secured by any collateral other than the collateral described in the 
Security Agreement in accordance with the terms thereof unless all IT 
Notes at the time outstanding are secured equally and ratably by such 
additional Collateral, (iii) indebtedness incurred in connection with 
such bank credit facilities shall not be guaranteed directly or 
indirectly by any Person nor shall any bank providing such credit 
facilities be assured against loss or nonpayment unless all IT Notes 
shall have the benefit of such guaranty or assurance on a pro rata basis 
with the banks providing such credit facilities, (iv) there shall not 
exist a Default or an Event of Default hereunder at the time of 
execution of any credit agreement with a bank other than the Credit 
Agreement, and (v) immediately following the incurrence of any 
indebtedness with respect to such bank credit facilities, the aggregate 
SLV of the Nuclear Fuel plus any accrued Daily Lease Charges plus cash 
and investments in the Collateral Account shall equal or exceed the sum 
of Outstandings under the Credit Agreement and all other outstanding 
bank indebtedness plus the aggregate outstanding principal amount of all 
IT Notes (including the Notes),

provided, however, that all indebtedness for borrowed money (other than 
indebtedness evidenced by the IT Notes), in aggregate principal amount (before 
discount) at any one time outstanding shall not exceed $250,000,000 less the 
aggregate principal amount of the IT Notes outstanding at such time.
  
	8.11  Guarantees..  The Company will not become or remain liable, 
directly or contingently, in connection with any obligation of any Person, 
whether by guaranty, endorsement (other than endorsements of negotiable 
instruments for deposit or collection in the ordinary course of business), 
agreement to purchase or repurchase, agreement to supply or advance funds or 
otherwise.

	8.12  Liens..  The Company will not create, incur, assume or suffer to 
exist any Lien upon or with respect to any of the Company's Property, whether 
now owned or hereafter acquired, or assign or otherwise convey any right to 
receive income except (i) Liens created in favor of the Collateral Agent, for 
the ratable benefit of the Secured Parties, under the Security Agreement and 
(ii) Liens which Section 15 of the Lease Agreement allows the Lessee to permit 
on the Nuclear Fuel.

	8.13  Distributions..  The Company will not declare or pay any 
distribution (whether in cash or in Property) with respect to the profits, 
assets or capital of the Company.

	8.14  Investments; Loans..  The Company will not make or suffer to exist 
any loans or advances to, or make any investments (by way of transfer of 
Property, contributions to capital, purchase of stock or securities or 
evidences of indebtedness, acquisition of the business or assets, or 
otherwise) in, any Person except for the purchase of Nuclear Fuel as 
contemplated by the Lease Agreement and the investments permitted by Section 
3.4 of the Security Agreement.

	8.15  Salaries..  The Company will not pay any salaries or wages.

	8.16  Merger; Sales..  The Company will not enter into any transaction 
of merger or consolidation, or terminate, liquidate or dissolve itself (or 
suffer any termination, liquidation or dissolution), or acquire or be acquired 
by any Person, or otherwise change the form or organization of its business, 
or convey, sell, lease or otherwise dispose of any of its Property or 
business, except for (i) transactions contemplated by the Lease Agreement and 
(ii) Liens permitted by Section 8.12 hereof.

	8.17  Payments..  The Company will not make any payment or advance any 
amounts to any Person unless it shall be expressly permitted to make such 
payment by this Agreement, the Credit Agreement, other bank credit facilities 
permitted under Section 8.10(b) hereof, the Lease Agreement, the Dealer 
Agreement or an IT Note Agreement.

	8.18  Compliance with Agreements..  The Company will not fail to (i) 
duly perform all obligations to be performed by it under each of the Basic 
Agreements and (ii) upon instructions from the Collateral Agent on behalf of 
the Secured Parties pursuant to Section 6.2 of the Security Agreement, 
promptly take any and all actions as may be necessary to enforce its rights 
under the Lease Agreement and to enforce or secure the performance by the 
Lessee of its obligations thereunder.  Without limiting the generality of the 
foregoing, the Company shall, upon the written instructions of the Lessee, 
file or cause to be filed all continuation statements required under the 
Uniform Commercial Code or other applicable law, as from time to time in 
effect in each applicable jurisdiction, with respect to the Liens and security 
interests granted under the Security Agreement in order to maintain a prior 
perfected security interest in the Collateral.  

	8.19  Acceptance of Additional Nuclear Fuel Contracts..  The Company 
shall not accept the assignment by the Lessee of all or any part of the 
Lessee's rights in and to any additional Nuclear Fuel Contracts except in 
accordance with the terms and provisions of Section 4 of the Lease Agreement.

	8.20  Investment Company..  The Company will not be an "investment 
company" or a company "controlled" by an investment company within the meaning 
of the Investment Company Act of 1940, as amended.

	8.21  Public Utility Holding Company..  The Company will not be a 
"public utility company," or a "holding company," or an "affiliate" of a 
"holding company" or a "subsidiary company" of a "holding company," within the 
meaning of the Public Utility Holding Company Act of 1935, as amended.
	
	8.22  Accounts and Deposits..  The Company will not open, create or 
maintain any bank account, or make any deposit with or in any financial 
institution, except for the Commercial Paper Account and the Collateral 
Account.

	8.23  Expenses and Indemnity..  Whether or not the transactions 
contemplated hereby shall be consummated, the Company will pay all reasonable 
expenses (including the reasonable fees and expenses of its counsel and your 
special counsel) in connection with the preparation and reproduction of the 
Agreements and the Notes, and also in connection with any amendments of or 
waivers under the Agreements or the Notes or the Basic Agreements, will 
indemnify you and hold you harmless against all broker's and finder's fees, 
and will pay all your out-of-pocket expenses reasonably incurred in connection 
with the matters contemplated hereby and thereby, and, at your election, will 
reimburse you for any such expenses paid by you.

	In the event that it subsequently is determined that any tax is due on 
the issue of the Notes or on your acquisition thereof, or on any modification 
of the Notes or of the Agreements, the Company will pay or cause to be paid 
all such taxes and interest and penalties, if any (excluding, however, any 
transfer taxes), and will indemnify and save you and all holders of the Notes 
harmless from any loss or damage of any kind whatsoever resulting from or 
arising out of the nonpayment or delay in the payment of such taxes.  The 
obligations of the Company under this Section 8.23 shall survive the payment 
of the Notes.  In no event shall the Company be required to pay any taxes 
based upon your net income or profits or upon interest income arising out of 
the Notes.

9.      EVENTS OF DEFAULT; CONSEQUENCES EVENTS OF DEFAULT; CONSEQUENCES;.

	9.1  Events of Default..  The occurrence of one or more of the following 
events shall constitute an "Event of Default" under the Agreements:

	(a)     Principal Payments.  The Company fails to make any payment 
of any part of the principal of any of the Notes when and as the same 
shall become due and payable, whether at the stated maturity of the 
Notes or at a date fixed for redemption or by acceleration or otherwise; 
or

	(b)     Interest Payments.  The Company fails to make any payment of 
interest on any of the Notes when and as the same shall become due and 
payable and any such default shall continue for a period of ten days; or 

	(c)     Covenant Defaults.  The Company (i) fails to perform or 
observe any covenant contained in Section 7 or Sections 8.9, 8.10, 8.11, 
8.12 (with respect to Liens created by it), 8.13 through 8.17, 8.18(ii) 
(with respect to specific instructions from the Collateral Agent), 8.19 
and 8.22 of this Agreement or (ii) fails to provide the notice required 
by Section 8.3(i) of this Agreement and such failure shall continue for 
a period of fifteen days from the date of which an officer of the 
Company first acquired knowledge of the event requiring such notice; or

	(d)     Other Defaults.  The Company fails to comply with any other 
provision of the Notes or of the Agreements, and such failure shall 
continue for more than thirty days after the earlier of (i) written 
notice thereof shall have been given to the Company by any Noteholder or 
(ii) actual knowledge thereof by an officer of the Company; or

	(e)     Representations or Warranties.  Any representation or 
warranty made by or on behalf of the Company or the Lessee contained in 
the Agreements or in any instrument furnished in compliance with or in 
reference to the Agreements, or in connection with any amendment 
thereof, shall prove to have been false or misleading in any material 
respect as of the date made; or

	(f)     Default on Indebtedness.  Any IT Note or any other 
indebtedness for borrowed money of the Company is declared to be, or 
otherwise becomes, due and payable (other than at the option of the 
Company) prior to its stated maturity or regularly scheduled dates of 
payment, or any event shall occur or any condition shall exist in 
respect of any such indebtedness or under any agreement securing or 
relating to such indebtedness, the effect of which is to require (or 
permit any holder of such indebtedness of the Company to require) such 
indebtedness, or any portion thereof, to be paid prior to its stated 
maturity or prior to its regularly scheduled dates of payment; or

	(g)     Event of Default under Lease Agreement or Credit Agreement.  
Any "Event of Default" shall occur under the Lease Agreement or any 
"Event of Default" shall occur under the Credit Agreement or any event 
of default shall occur with respect to any other indebtedness incurred 
in connection with bank credit facilities permitted under Section 
8.10(b) hereof; or

	(h)     Lessee's Letter Agreement.  The Lessee fails to observe any 
covenant contained in the Lessee's Letter Agreement; or

	(i) Bankruptcy; Insolvency.  The Company shall be involved in 
financial difficulties as evidenced:

	(1)  by its commencement of a voluntary case under Title 11 of the 
United States Code as from time to time in effect, or by its authorizing 
the commencement of such a voluntary case;

	(2)  by its filing an answer or other pleading admitting or 
failing to deny the material allegations of a petition filed against it 
commencing an involuntary case under said Title 11, or seeking, 
consenting to or acquiescing in the relief therein provided, or by its 
failing to controvert timely the material allegations of any such 
petition;

	(3)  by the entry of an order for relief in any involuntary case 
commenced under said Title 11;

	(4)  by its seeking relief as a debtor under any applicable law, 
other than said Title 11, of any jurisdiction relating to the 
liquidation or reorganization of debtors or to the modification or 
alteration of the rights of creditors, or by its consenting to or 
acquiescing in such relief;

	(5)  by the entry of an order by a court of competent jurisdiction 
(i) finding it to be bankrupt or insolvent, (ii) ordering or approving 
its liquidation, reorganization or any modification or alteration of the 
rights of its creditors, or (iii) assuming custody of, or appointing a 
receiver or other custodian, for all or a substantial part of its 
property; or

	(6)  by its making an assignment for the benefit of, or entering 
into a composition with, its creditors, or appointing or consenting to 
the appointment of a receiver or other custodian for all or a 
substantial part of its property.

	9.2  Default Remedies.

	(a)     Acceleration.  If an Event of Default described in clause 
(a) or (b) of Section 9.1 hereof shall occur and be continuing with 
respect to any Note, the holder of such Note, may by notice in writing 
to the Company declare the entire unpaid balance of such Note and all 
interest and Yield-Maintenance Premium, if any, accrued and unpaid 
thereon to be, and such amount shall thereupon become, forthwith due and 
payable, without any presentment, demand, protest or other notice of any 
kind, all of which are hereby expressly waived, and, to the extent 
permitted by law, such holder may proceed to institute suit for the 
enforcement of the payment of principal, interest and Yield-Maintenance 
Premium, if any, on such Note.  If an Event of Default, including, 
without limitation, an Event of Default described in clause (a) or (b) 
of Section 9.1 hereof, shall occur and be continuing (unless there shall 
have occurred an Event of Default under Section 9.1(i) hereof, in which 
case the unpaid balance of all Notes shall automatically become due and 
payable), the holders of at least a majority of the principal amount of 
the Notes at the time outstanding may, by notice in writing to the 
Company, declare the entire unpaid balance of the Notes and all interest 
and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, 
and such Notes shall thereupon become, forthwith due and payable, 
without any presentment, demand, protest or other notice of any kind, 
all of which are hereby expressly waived.  The Company will forthwith 
pay to the holder or holders of all the Notes at the time outstanding 
the entire unpaid balance of and interest and Yield-Maintenance Premium, 
if any, accrued on the Notes.  In addition, subject to the provisions of 
the Security Agreement, following an Event of Default each Noteholder 
may proceed to protect and enforce such holder's rights by suit in 
equity, action at law and/or other appropriate proceeding for specific 
performance of, or for any injunction against violation of, any covenant 
or provision contained in the Notes or herein or in aid of the exercise 
of any power granted in the Notes or herein, or by law or otherwise.  
Each of the Noteholders shall following an Event of Default have all of 
the rights of a Secured Party; provided, however, that no Noteholder 
shall have any right to enforce directly any of the rights or the 
security interests granted by the Security Agreement or to require the 
Collateral Agent to take or refrain from taking any action under the 
Security Agreement.

	(b)     Nonwaiver and Expenses.  No course of dealing between the 
Company or the Lessee and any Noteholder nor any delay or failure on the 
part of any Noteholder to exercise any right shall operate as a waiver 
of such right.  A waiver of the rights of any Noteholder may be made 
only in accordance with Section 12.5 hereof.  If the Company fails to 
pay when due the principal of or interest or Yield-Maintenance Premium, 
if any, on any Note, or fails to comply with any other provision of the 
Agreements, the Company will pay to the holder thereof, to the extent 
permitted by law, any applicable late charge, as provided in the Notes, 
and such further amounts as shall be sufficient to cover the cost and 
expenses, including but not limited to reasonable attorneys' fees, 
incurred by such holder in collecting any sums due on the Note or in 
otherwise enforcing any of such holder's rights under this Agreement.

	9.3  Annulment of Acceleration..  If a declaration is made pursuant to 
Section 9.2(a) by any holder or holders of the Notes, then and in every such 
case, the holders of more than 66-2/3% in aggregate principal amount of the 
Notes then outstanding may, by written instrument filed with the Company, 
rescind and annul such declaration, and the consequences thereof, provided 
that at the time such declaration is annulled and rescinded:

	(a)     no judgment or decree has been entered for the payment of 
any monies due pursuant to the Notes or the Agreements;
	
	(b)     all arrears of interest upon all the Notes and all other 
sums payable under the Notes and under this Agreement (except any 
principal or interest on the Notes which has become due and payable by 
reason of such declaration under Section 9.2(a)) shall have been duly 
paid; and

	(c)     each and every other Default and Event of Default shall have 
been waived pursuant to Section 12.5 hereof or otherwise made good or 
cured;

and provided, further that no such rescission and annulment shall extend to or 
affect any subsequent Default or Event of Default or impair any right 
consequent thereon.

	9.4  Notice of Default..  If any Noteholder shall demand payment because 
of, or take any other action of which the Company shall have actual knowledge 
in respect of, an alleged Default, or if the Company acquires knowledge of any 
Default or of any Event of Default, the Company shall forthwith give written 
notice, specifying the nature of such Default or Event of Default and any such 
action, to each holder of the Notes at the time outstanding, and the Company 
shall also give written notice to each such holder if any written instrument 
of rescission or annulment as aforesaid shall be filed with it under the 
provisions of Section 9.3 hereof.

10.     NO RECOURSE     NO RECOURSE;.

	This Agreement, the Depositary Agreement, the Notes, the Security 
Agreement, the Lease Agreement and any other document executed and delivered 
by the Company in connection herewith or therewith is intended to be a 
corporate obligation of the Company only, and all of the statements, 
representations, covenants and agreements made by the Company contained herein 
or therein are made and intended only for the purpose of binding the Company 
and establishing the existence of rights and remedies provided for herein or 
therein which can be exercised and enforced against the Company.  Therefore, 
anything contained in this Agreement, the Depositary Agreement, the Notes, the 
Security Agreement, the Lease Agreement and any other document to the contrary 
notwithstanding, no recourse may be made by any Noteholder against River Fuel 
Trust #3, United States Trust Company of New York, as trustee or in its 
individual capacity, or any incorporator, shareholder (direct or indirect), 
affiliate, director, officer, employee or agent of the Company, River Fuel 
Trust #3 or United States Trust Company of New York with respect to claims 
against the Company arising under or relating to this Agreement; provided, 
however, that nothing in this Section 10 shall relieve the Company from its 
corporate obligations under this Agreement.

11.     INTERPRETATION OF THIS AGREEMENT     

	11.1  Terms Defined..  Unless the context otherwise specifies or 
requires, each term defined in this Section 11.1 shall, when used in this 
Agreement, have the meaning indicated.  To the extent that certain of the 
terms defined in this Agreement are defined by cross-reference to documents 
which may not be in full force and effect during the entire term of this 
Agreement, and subject to the provisions of Section 7.2 hereof, the 
definitions contained in such documents shall be and remain effective for 
purposes of implementing this Agreement during the term of this Agreement.

	Agreement - See Section 2.2 hereof.  The term "Agreements" shall 
include, in addition to the original agreements pursuant to which the Notes 
are issued, every other instrument which the Company and the holders of the 
Notes execute at any time which shall amend the original agreements, and the 
words "hereof", "hereunder", "herein" and other like expressions refer to the 
original agreements as so amended as a whole and not to any particular Section 
or subsection thereof.

	Amendatory Agreement - shall mean the Amendatory Agreement, dated as of 
December 27, 1995, among the Company, the Lessee, the Trustee, the Bank, 
Morgan Guaranty Trust Company of New York and The Chase Manhattan Bank.

	Assignment - shall mean the assignment of a Nuclear Fuel Contract 
pursuant to Section 4 of the Lease Agreement.

	Bank - shall mean Union Bank of Switzerland, New York Branch.

	Basic Agreements - collectively, the Assignments, the Lessee's Letter 
Agreement, the Lessee's Consent, the Lease Agreement, the Security Agreement, 
and the Trust Agreement, and shall include the exhibits, schedules and annexes 
attached to each of the foregoing.

	Business Day - any day other than a Saturday, a Sunday or a day on which 
commercial banks in New York City are required or authorized to be closed.

	Calendar Quarter - a calendar quarter ending on the last day of any 
March, June, September or December.

	Called Principal - See Section 6.2 hereof.

	Closing - See Section 2.3 hereof.

	Collateral - all property or rights referred to in Section 2 of the 
Security Agreement in which a security interest is granted to the Collateral 
Agent as pledgee for the ratable benefit of the Secured Parties, pursuant to 
the Security Agreement.
	
	Collateral Account - shall have the meaning specified in Section 3.1 of 
the Security Agreement.

	Collateral Agent - shall have the meaning specified in the Security 
Agreement.

	Commercial Paper Account - shall have the meaning specified in Section 
1.01 of the Credit Agreement as in effect on the date hereof.

	Company - shall mean River Fuel Funding Company #3, Inc., a Delaware 
corporation.

	CP Notes - Promissory notes of the Company sold or to be sold in the 
commercial paper market and described as "A Notes" in Section 1.01 of the 
Credit Agreement as in effect on the date hereof.  

	Credit Agreement - the Credit Agreement dated as of February 24, 1989, 
as amended on September 24, 1996, between the Company and the Bank, and as the 
same may be further modified, supplemented or amended from time to time.

	Daily Lease Charge - shall have the meaning set forth in Section 1 of 
the Lease Agreement.

	Dealer Agreement - the Placement Agency Agreement dated as of February 
24, 1989 between the Company and Merrill Lynch Money Markets Inc., as the same 
may be modified, supplemented or amended from time to time.

	Default - an event or condition the occurrence of which would, with the 
lapse of time or the giving of notice or both, become an Event of Default.

	Depositary Agreement - the Depositary Agreement dated as of February 24, 
1989, as amended by the Amendatory Agreement, between the Company and The 
Chase Manhattan Bank, as successor Depositary, as the same may be modified, 
supplemented or amended from time to time.

	Disclosure Documents - means the Private Placement Memorandum and the 
Annual Report on Form 10-K for the year ended December 31, 1996 of Entergy 
Corporation and the Lessee, their Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1997, the Lessee s Current Report on Form 8-K 
dated December 29, 1997, and Entergy Corporation's Annual Report to 
Stockholders for the year ended December 31, 1996.

	Discounted Value - shall mean, with respect to the Called Principal of 
any Note, the amount obtained by discounting all Remaining Scheduled Payments 
with respect to such Called Principal from their respective scheduled due 
dates to the Redemption Date with respect to such Called Principal, in 
accordance with accepted financial practice and at a discount factor (applied 
on a semiannual basis) equal to the Reinvestment Yield with respect to such 
Called Principal.

	Event of Default - See Section 9.1 hereof.

	Guarantor - shall mean Entergy Corporation.

	IT Notes - all intermediate term secured promissory notes of the Company 
(including the Notes) which comply with the provisions of Section 8.10 hereof.

	IT Note Agreements - collectively, the agreements between the Company 
and one or more lenders pursuant to which such lenders have purchased or 
agreed to purchase any of the IT Notes.

	Lease Agreement - the Fuel Lease dated as of February 24, 1989 between 
the Company and System Energy Resources, Inc., as the same may be modified, 
supplemented or amended from time to time in accordance with Section 7.2 
hereof.

	Lessee - shall mean System Energy Resources, Inc. and its successors, as 
lessee under the Lease Agreement.  

	Lessee's Consent - shall mean the consent of the Lessee referred to in 
Section 33(b) of the Lease Agreement.

	Lessee's Letter Agreement - See Section 4.2(e) hereof.  

	Lien - any mortgage, pledge, lien, security interest, title retention, 
charge or other encumbrance of any nature whatsoever (including any 
conditional sale or other title retention agreement, any lease in the nature 
thereof and the filing of or agreement to execute and deliver any financing 
statement under the Uniform Commercial Code of any jurisdiction).

	Loan Notes - the promissory notes issued by the Company to evidence 
loans made by the Bank under the Credit Agreement and described as "B Notes" 
in Section 1.01 of the Credit Agreement as in effect on the date hereof.

	Noteholder or holder of any Note - the Person in whose name a Note is 
registered.

	Notes - See Section 2.1 hereof.

	Nuclear Fuel - shall have the meaning specified in Section 1 of the 
Lease Agreement.

	Nuclear Fuel Contract - shall have the meaning specified in Section 1 of 
the Lease Agreement.
	
	Outstandings - shall have the meaning specified in Section 1.01 of the 
Credit Agreement as in effect on the date hereof.

	Person - An individual, partnership, corporation, trust or 
unincorporated organization, and a government or agency or political 
subdivision thereof.
	
	Private Placement Memorandum - means the Private Placement Memorandum 
for River Fuel Funding Company #3, Inc., dated January 1998, from Merrill 
Lynch & Co.

	Property - Any interest in any kind of property or asset whether real, 
personal or mixed, or tangible or intangible.

	Purchaser - See Section 2.1 hereof.

	Redemption Date - See Section 6.3 hereof.

	Registrar - The Chase Manhattan Bank,  or such other registrar and 
paying agent (being a commercial bank or trust company authorized to conduct 
business in the State of New York and having combined capital and surplus of 
not less than $25,000,000) as the Company may appoint to act as registrar and 
paying agent in respect of the Notes.  The Company shall give written notice 
to each Noteholder of the appointment of any successor Registrar.

	Reinvestment Yield - shall mean, with respect to the Called Principal of 
any Note, the yield to maturity implied by (i) the yields reported, as of 
10:00 A.M. (New York City time) on the Business Day next preceding the 
Redemption Date with respect to such Called Principal, on Bloomberg page PX3 
or PX4 (or such other display as may replace Bloomberg page PX3 or PX4) for 
actively traded U.S. Treasury securities having a maturity equal to the 
Remaining Average Life of such Called Principal as of such Redemption Date, or 
(ii) if such yields shall not be reported as of such time or the yields 
reported as of such time shall not be ascertainable, the Treasury Constant 
Maturity Series yields reported for the latest day for which such yields shall 
have been so reported as of the Business Day next preceding the Redemption 
Date with respect to such Called Principal, in Federal Reserve Statistical 
Release H.15 (519) (or any comparable successor publication) for actively 
traded U.S. Treasury securities having a constant maturity equal to the 
Remaining Average Life of such Called Principal as of such Redemption Date.  
Such implied yield shall be determined, if necessary, by (a) converting U.S. 
Treasury bill quotations to bond-equivalent yields in accordance with accepted 
financial practice and (b) interpolating linearly between reported yields.

	Remaining Average Life - shall mean, with respect to the Called 
Principal of any Note, the number of years (calculated to the nearest one-
twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum 
of the products obtained by multiplying (a) each Remaining Scheduled Payment 
of such Called Principal (but not of interest thereon) by (b) the number of 
years (calculated to the nearest one-twelfth year) which will elapse between 
the Redemption Date with respect to such Called Principal and the scheduled 
due date of such Remaining Scheduled Payment.

	Remaining Scheduled Payments - shall mean, with respect to the Called 
Principal of any Note, all payments of such Called Principal and interest 
thereon that would be due on or after the Redemption Date with respect to such 
Called Principal if no payment of such Called Principal were made prior to its 
scheduled due date.

	Secured Parties - shall have the meaning specified in Section 1.1 of the 
Security Agreement.

	Security - shall have the same meaning as in Section 2(1) of the 
Securities Act of 1933, as amended.

	Security Agreement - the Security and Collateral Agency Agreement dated 
as of February 24, 1989, as amended by the Amendatory Agreement, executed and 
delivered by the Company in favor of the Collateral Agent, for the ratable 
benefit of the Secured Parties, as the same may be modified, supplemented or 
amended from time to time in accordance with Section 7.2 hereof.

	SLV - shall have the meaning specified in Section 1 of the Lease 
Agreement.

	Termination Settlement Date - shall have the meaning specified in 
Section 20(b) of the Lease Agreement.

	Trust - shall mean River Fuel Trust #3, a trust formed pursuant to the 
Trust Agreement.  

	Trust Agreement - shall mean the Trust Agreement dated as of February 
22, 1989, as amended by the Amendatory Agreement, among United States Trust 
Company of New York, as trustee, The Chase Manhattan Bank, as successor 
trustor, and System Energy Resources, Inc., as beneficiary.

	Trustee - shall mean United States Trust Company of New York, as Trustee 
of the Trust.

	Yield-Maintenance Premium - shall mean, with respect to any Note, a 
premium equal to the excess, if any, of the Discounted Value of the Called 
Principal of such Note over the sum of (i) such Called Principal plus (ii) 
interest accrued thereon as of (including interest due on) the Redemption Date 
with respect to such Called Principal.  The Yield-Maintenance Premium shall in 
no event be less than zero.

	11.2  Accounting Principles..  Where the character or amount of any 
asset or liability or item of income or expense is required to be determined 
or any consolidation or other accounting computation is required to be made 
for the purposes of this Agreement, this shall be done in accordance with 
generally accepted accounting principles in effect on the date that this 
Agreement was executed, to the extent applicable, except where such principles 
are inconsistent with the requirements of this Agreement.

	11.3  Directly or Indirectly..  Where any provision in this Agreement 
refers to action to be taken by any Person, or which such Person is prohibited 
from taking, such provision shall be applicable whether such action is taken 
directly or indirectly by such Person including actions taken by or on behalf 
of any partnership in which such Person is a general partner.

	11.4  Choice of Law; Severability; etc. 11.4  Choice of Law; 
Severability; etc.;  This Agreement shall be governed by and construed in 
accordance with the domestic substantive laws of the State of New York without 
giving effect to any choice or conflict of law provisions or rule that would 
cause the application of the domestic substantive laws of any other 
jurisdiction.  In the event that any provision hereof would, under applicable 
law, be invalid or unenforceable, such provision shall, to the extent 
permitted under applicable law, be construed by modifying or limiting it so as 
to be valid and enforceable to the maximum extent possible under applicable 
law.  The provisions of this Agreement are severable, and in the event that 
any provision hereof should be held invalid or unenforceable in any respect, 
it shall not invalidate, render unenforceable or otherwise affect any other 
provision hereof.  The headings in this Agreement are for convenience of 
reference only and shall not alter or otherwise affect the meaning hereof.

12.     MISCELLANEOUS   MISCELLANEOUS;.

	12.1  Notices..  Any notice, demand or other communication which by any 
provision of the Agreements is required or provided to be given shall be 
deemed to have been delivered if in writing addressed as provided below and 
actually delivered by mail, courier, telex or facsimile to the following 
addresses:

	(i)     if to you, at your address shown in Exhibit A to this 
Agreement, marked for attention as there indicated, or at such other 
address as you may have furnished the Company in writing; or

	(ii)  if to any other Noteholder, to such address as may be set 
forth in the register referred to in Section 5.2 hereof, such holder 
being empowered to change its address on the register by notice in 
writing to the Company and the Registrar; or

	(iii)  if to the Company, at 114 West 47th Street, 15th Floor, New 
York, New York 10036, c/o United States Trust Company of New York, 
marked for attention of the Corporate Trust and Agency Division, 
Department B, or at such other address as it may have furnished in 
writing to you and all other holders of the Notes at the time 
outstanding; or

	(iv)  if to the Registrar, at The Chase Manhattan Bank, One Chase 
Manhattan Plaza, New York, New York  10081, Attention:  Corporate 
Company Administration, or at such other address as the Company or the 
Registrar shall have furnished in writing to you and all other holders 
of the Notes at the time outstanding; and

	(v)  with copies in the case of each such notice, demand or other 
communication to the Lessee, at Echelon One, 1340 Echelon Parkway, 
Jackson, Mississippi 39213, Attention:  Treasurer, or at such other 
address as the Lessee may have furnished to you and all other holders of 
the Notes at the time outstanding and to the Company.

	12.2  Counterparts; Reproduction of Documents..  This Agreement may be 
executed in any number of counterparts, each of which, when executed and 
delivered shall be an original, but such counterparts shall together 
constitute one and the same instrument.  This Agreement and all documents 
relating thereto (except the Notes themselves), including, without limitation, 
(a) consents, waivers and modifications which may hereafter be executed, (b) 
documents received by you at the closing of your purchase of the Notes and (c) 
financial statements, certificates and other information previously or 
hereafter furnished to you, may be reproduced by you by any photographic, 
photostatic, microfilm, micro-card, miniature photographic or other similar 
process and you may destroy any original document so reproduced.  The Company 
agrees and stipulates that any such reproduction shall be admissible in 
evidence as the original itself in any judicial or administrative proceeding 
(whether or not the original is in existence and whether or not such 
reproduction was made by you in the regular course of business) and that any 
enlargement, facsimile or further reproduction of such reproduction shall 
likewise be admissible in evidence.

	12.3  Survival..  All covenants, agreements, representations and 
warranties made by the Company or the Lessee herein or in any certificate or 
other instrument delivered by either of them or on their behalf under this 
Agreement shall survive the delivery to you of the Notes regardless of any 
investigation made by you or on your behalf.  All statements in any such 
certificate or other instrument executed and delivered by the Company or the 
Lessee shall constitute warranties and representations by the Company or the 
Lessee hereunder.

	12.4  Successors and Assigns..  This Agreement shall inure to the 
benefit of and be binding upon each of the parties hereto and their respective 
successors and assigns.  The provisions of this Agreement are intended to be 
for the benefit of all holders, from time to time, of any of the Notes, and 
shall be enforceable by any such holder, whether or not an express assignment 
to such holder of rights under this Agreement has been made by you or your 
successor or assign.
	
	12.5  Amendment and Waiver..
	(a)     Requirements.  Any provision in the Agreements or in the 
Notes to the contrary notwithstanding, changes in or additions to the 
Agreements may be made, and compliance with any covenant or provision 
herein set forth may be omitted or waived, if the Company shall obtain 
consent thereto in writing from the holder or holders of not less than 
66 2/3% in principal amount of all Notes at the time outstanding; 
provided, however, that no such consent shall (i) reduce the amount of 
the principal of any of the Notes or change the amounts or dates of any 
payment or redemption of principal due upon any of the Notes or reduce 
the rate or extend the time of payment of interest or premium on any of 
the Notes, without the consent of the holder of each Note so affected or 
(ii) reduce the percentage of Noteholders required to approve any such 
amendment or effectuate any such waiver or amend the provisions of this 
Section 12.5 or Sections 9.2(a) or 9.3 hereof, without the consent of 
the holders of all of the Notes at the time outstanding.  Any consent 
may be given subject to satisfaction of conditions stated therein.  The 
Company shall deliver copies of each such consent to any Noteholder who 
did not execute the same.

	(b)     Solicitation of Noteholders.  So long as any outstanding 
Notes are owned by you, the Company will not solicit, request or 
negotiate for or with respect to any proposed waiver or amendment of any 
of the provisions of the Agreements or the Notes unless each Noteholder 
(irrespective of the amount of Notes then owned by it) shall be informed 
thereof by the Company and shall be afforded the opportunity of 
considering the same and shall be supplied by the Company with 
sufficient information to enable it to make an informed decision with 
respect thereto.  Executed or true and correct copies of any waiver or 
consent effected pursuant to the provisions of this Section 12.5 shall 
be delivered by the Company to each Noteholder forthwith following the 
date on which the same shall have been executed and delivered by the 
holder or holders of the requisite percentage of outstanding Notes.  The 
Company will not, directly or indirectly, pay or cause to be paid any 
remuneration, whether by way of supplemental or additional interest, fee 
or otherwise, to any Noteholder as consideration for or as an inducement 
to the entering into by any holder of the Notes of any waiver or 
amendment of any of the terms and provisions of the Agreements unless 
such remuneration is concurrently paid, on the same terms, ratably to 
the holders of all of the Notes then outstanding.

	(c)     Binding Effect.  Any such amendment or waiver shall apply 
equally to all the holders of the Notes and shall be binding upon them 
and upon each future holder of any Note and upon the Company whether or 
not such Note shall have been marked to indicate such amendment or 
waiver.  No such amendment or waiver shall extend to or affect any 
obligation not expressly amended or waived or impair any right 
consequent thereon.

	12.6  Authorization of Collateral Agent.  You hereby authorize the 
Collateral Agent to carry out its duties under and with respect to the 
Security Agreement and hereby agree to accept and be bound by all of the 
provisions thereof, including without limitation, the provisions (a) 
prohibiting the enforcement of the Security Agreement without the direction or 
consent of the Designated Holders (as that term is used in the Security 
Agreement), (b) limiting the duties of the Collateral Agent thereunder and 
exonerating it from certain liabilities, (c) permitting amendments to the 
Security Agreement and waivers and releases of Collateral thereunder and (d) 
providing that under certain circumstances you shall be responsible for your 
pro rata share of expenses of the Collateral Agent as set forth in Section 6.8 
of the Security Agreement.

	12.7  Entire Agreement; No Oral Change.  This Agreement, together with 
any other writing signed by the parties expressly stated to be supplementary 
hereto and together with the instruments and certificates to be delivered to 
you pursuant to this Agreement, constitute the entire agreement between you 
and the Company with respect to the subject matter hereof, superseding all 
prior understandings and writings relating thereto, and may not be changed 
orally.

	If this Agreement is satisfactory to you, please so indicate by signing 
the acceptance at the foot of a counterpart of this Agreement and return such 
counterpart to the Company whereupon this Agreement will become binding 
between us in accordance with its terms.

	Very truly yours,
	RIVER FUEL FUNDING COMPANY #3, INC.
	By:    /s/  Louis P. Young               
	Title:  President                                   


Accepted:


METROPOLITAN LIFE INSURANCE
COMPANY
By:__/s/  James R. Dingler    
Title:  Director 




Accepted:

NATIONWIDE LIFE INSURANCE
COMPANY

By:    /s/  Edwin P. McCausland, Jr. 
Title: Vice President
	 Fixed-Income Securities


<PAGE>

EXHIBIT A

SCHEDULE OF PURCHASERS


Name and Address                        Registered        Principal Amount of
    of Purchaser                          Number          Notes to be Purchased

Metropolitan Life Insurance             CR-001                  $17,000,000
     Company
One Madison Avenue
New York, New York  10010

Purchaser's Tax ID:  13-5581829

(1)     All payments on account of the Notes in accordance with the provisions 
thereof and of this Agreement shall be transmitted, not later than 12 
Noon, New York time, by bank wire or inter-bank transfer of immediately 
available funds for credit to:

	Federal Funds Wire Transfer to:

	The Chase Manhattan Bank
	ABA #021000021
	33 East 23rd Street
	New York, New York  10010
	Metropolitan Life Insurance Company, Account No. 002-2-410591

Contemporaneous with the above wire transfer, advice setting forth:

	(1)     the full name, interest rate and maturity date and PPN of the 
Notes or other obligations;
	(2)     allocation of payment between principal, Yield-Maintenance Premium 
and interest and any special payment; and
	(3)     name and address of bank from which wire transfer was sent, a 
contact name and telephone number.

(2)     Copies of all notices and confirmations of payments shall be delivered 
or mailed to:

				Metropolitan Life Insurance Company
				Private Placements Unit
				334 Madison Avenue
				Convent Station, New Jersey  07961-0633
				Facsimile:  (973) 254-3050

		With a copy (other than confirmations of payments) to:

				Metropolitan Life Insurance Company
				One Madison Avenue
				New York, New York  10010-3690
				Attention:  Richard Clarke (Legal Department)
				Facsimile:  (212) 578-3916


<PAGE>

EXHIBIT A



SCHEDULE


OF PURCHASERS


Name and Address                        Registered       Principal Amount of
    of Purchaser                          Number         Notes to be Purchased

Nationwide Life Insurance               CR-002                  $8,000,000
     Company
One Nationwide Plaza (1-33-07)
Columbus, Ohio  43215-2220
Attention:  Corporate Fixed-Income Securities
Fax:  (614) 249-45453

Purchaser's Tax ID:  31-4156830

(1)     All payments on account of the Notes in accordance with the provisions 
thereof and of this Agreement shall be transmitted, not later than 12 
Noon, New York time, by bank wire or inter-bank transfer of immediately 
available funds for credit to:

	Federal Funds Wire Transfer to:

			The Bank of New York
			ABA #021-000-018
			BNF:  IOC566
			F/A/O Nationwide Life Insurance Company
			Attn:  P&I Department

Contemporaneous with the above wire transfer, advice setting forth:

	(1)     the full name, interest rate and maturity date and PPN of the 
Notes or other obligations;
	(2)     allocation of payment between principal, Yield-Maintenance Premium 
and interest and any special payment; and
	(3)     name and address of bank from which wire transfer was sent, a 
contact name and telephone number.

(2)     Copies of all notices and confirmations of payments shall be delivered 
or mailed to:

				Nationwide Life Insurance Company
				c/o The Bank of New York
				P.O. Box 19266
				Attn:  P&I Department
				Newark, NJ  07195

		With a copy (other than confirmations of payments) to:

				Nationwide Life Insurance Company
				One Nationwide Plaza (1-32-05)
				Columbus, Ohio  43215-2220
				Attention:  Investment Accounting
				Fax:  (614) 249-6286 


<PAGE>

EXHIBIT B


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER 
SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF 
SUCH ACT.


RIVER FUEL FUNDING COMPANY #3, INC.


Intermediate Term Secured Note, 6.44% Series C

Due February 15, 2001



						     New York, N.Y.

CR-__________                                        PPN_____________


$                                                 _________________
							Date


	RIVER FUEL FUNDING COMPANY #3, INC. (the "Company"), a Delaware 
corporation, FOR VALUE RECEIVED, hereby promises to pay to 
____________________ or registered assigns (hereinafter referred to as the 
"Payee") on February 15, 2001 the principal amount of _______________ Dollars 
($_____) or such part thereof as then remains unpaid and to pay interest on 
the unpaid balance of such principal amount from the date of this Note at the 
rate of  6.44% per annum, payable semiannually in arrears on the 15th day of 
February and August in each year commencing on August 15, 1998, and, if this 
Note is issued thereafter, on the next succeeding the February 15 or August 15 
whichever first occurs after the date hereof, until such principal amount 
shall be paid.  The Company further promises to pay to the Payee on demand a 
late charge of l% of any principal (including any required redemption), Yield-
Maintenance Premium (as defined in the Agreements hereinafter referred to), 
and interest not paid when due, to cover the administrative costs of the Payee 
related to collecting and accounting for late payments, so far as the same may 
be legally enforceable.  Interest shall be computed on the basis of a 360-day 
year and a 30-day month.



	Payments of principal and interest and Yield-Maintenance Premium, if 
any, shall be made in lawful money of the United States of America by wire 
transfer or check mailed, as the Payee may direct the Company in writing, to 
the office of the Payee, or at such other place in the United States of 
America as the Payee shall have designated to the Company in writing.

	This Note is one of an issue of Intermediate Term Secured Notes, 6.44% 
Series C due February 15, 2001, of the Company originally issued in the 
aggregate principal amount of $25,000,000 pursuant to the provisions of 
separate but identical (except for the name of the Purchaser) Note Purchase 
Agreements dated as of January 30, 1998 between the Company and the Purchasers 
named therein (hereinafter referred to as the "Agreements").  Each holder is 
entitled to the benefits of the Agreements and may enforce each of the 
agreements of the Company as contained therein and may exercise each of the 
remedies provided thereby, or otherwise available in respect thereof, against 
the Company, but neither this reference to the Agreements nor any provision 
thereof shall affect or impair the absolute and unconditional obligation of 
the Company to pay the principal amount hereof and interest and Yield-
Maintenance Premium, if any, hereon as herein provided.  As provided in the 
Agreements (i) this Note is subject to redemption, in whole or in part, and 
(ii) in case of an Event of Default, as defined in the Agreements, the 
principal of this Note may become or may be declared due and payable in the 
manner and with the effect provided in the Agreements.  The Company agrees to 
make required redemptions on account of this Note in accordance with the 
provisions of the Agreements.

	This Note is an IT Note referred to in the Security and Collateral 
Agency Agreement, dated as of February 24, 1989, as amended, between the 
Company and The Chase Manhattan Bank, as agent for the ratable benefit of the 
holders of the Notes and the other Secured Parties named therein (the 
"Security Agreement").  The holder of this Note is entitled to the benefits of 
the Collateral (as defined in the Security Agreement), and the rights of the 
holder hereof in the Collateral are subject to and governed by the provisions 
of the Security Agreement, and the holder hereof shall not have any rights 
with respect to the Collateral except to the extent and in the manner provided 
in the Security Agreement.

	As further provided in the Agreements, upon surrender of this Note for 
transfer or exchange, a new Note or new Notes of the same tenor (except for 
the name of the holder) dated the date to which interest has been paid, or 
dated the date of this Note if no interest has theretofore been paid hereon, 
and in an aggregate principal amount equal to the unpaid principal amount of 
this Note will be issued to, and in the name of, the transferee or 
transferees.  The Company and the Registrar (as defined in the Agreements) may 
treat the person in whose name this Note is registered as the owner hereof for 
the purpose of receiving payment and for all other purposes, and the Company 
shall not be affected by any notice to the contrary.

	The Company and all endorsers of this Note hereby waive presentment, 
demand, notice of nonpayment, protest and, except as provided in Section 9 of 
the Agreements, all other demands and notices in connection with the delivery, 
acceptance, performance or enforcement of this Note.

	This Note is governed by and shall be construed in accordance with New 
York law.

				RIVER FUEL FUNDING COMPANY #3, INC.

						
					By:____________________________
					Title:



<PAGE>

EXHIBIT  C
CERTIFICATE
OF
SYSTEM ENERGY RESOURCES, INC.

	This Certificate is being delivered by System Energy Resources, Inc., an 
Arkansas corporation) (the "Lessee"), pursuant to Section 4.2(b)(ii) of the 
Note Purchase Agreements, dated as of January 30, 1998 (the "Note 
Agreements"), between River Fuel Funding Company #3, Inc., a Delaware 
corporation, and the Purchasers named in Exhibit A thereto, relating to the 
issue and sale of $25,000,000 in original aggregate principal amount of the 
Notes.  Terms defined in the Note Agreements are used herein with the same 
meanings ascribed to them therein, unless otherwise defined herein.

	In connection with the purchase of the Notes pursuant to the Note 
Agreements, the Lessee DOES HEREBY REPRESENT AND CERTIFY, that:

	1.  The Lessee acknowledges receipt of conformed counterparts of 
the Note Agreements and familiarity with the provisions, terms and 
conditions thereof.

	2.  Since September 30, 1997, there has been no material adverse 
change in the Lessee's business or financial condition.

	3.  The execution, delivery and performance, or the acceptance, as 
the case may be, by the Lessee of all Basic Agreements to be executed by 
it and the Nuclear Fuel Contracts did not and will not violate any 
provision of any law or regulation or of any writ or decree of any court 
or governmental instrumentality applicable to the Lessee and no consent, 
license, approval, order or authorization of, or filing, registration or 
declaration with, any governmental authority, bureau or agency or any 
court or other Person is required in connection with the execution, 
delivery, performance, acceptance, validity or enforceability of any of 
the above mentioned documents and instruments (provided that no 
representation is given with respect to the Nuclear Fuel Contracts 
insofar as the respective Manufacturers are concerned), except for (i) a 
general license to own special nuclear material from the Nuclear 
Regulatory Commission (currently granted under 10 C.F.R. Sections 40.21 
and 70.20), (ii) a license to possess and use special nuclear material 
granted by the Nuclear Regulatory Commission, and (iii)  orders, dated 
February 21, 1989, February 23, 1989, July 7, 1989, and January 24, 
1996. respectively, of the Securities and Exchange Commission under the 
Public Utility Holding Company Act of 1935, as amended, which licenses 
and orders have been duly obtained or made and are final and in full 
force and effect, provided that no representation is given with respect 
to Federal, New York or Mississippi banking or trust laws or regulations 
or the securities or blue sky laws or regulations of any State.

	4.  The representations and warranties of the Lessee contained in 
Section 2 of the Lease Agreement are true, correct and complete in all 
material respects on and as of the date hereof.  On the date hereof the 
information contained in the Disclosure Documents as supplemented by the 
information contained in Schedule 1 hereto, if any, does not include any 
untrue statement of a material fact or omit to state a material fact 
necessary in order to make the statements therein, in light of the 
circumstances under which they were made, not misleading.  The amount of 
the Lessee's shareholder's equity has not declined below the amount 
shown on its balance sheet for the fiscal year ended December 31, 1996 
and the Lessee's income before extraordinary items, as shown on its 
income statement at the end of the fiscal year immediately preceding the 
date hereof, is a positive number.
  
	5.  Each of the Basic Agreements to which the Lessee is a party 
and the Nuclear Fuel Contracts listed in Exhibit A to the Lease 
Agreement is in full force and effect without amendment or modification, 
other than those identified in the definitions thereof contained in the 
Note Agreements.

	6.  No default or Event of Default (as defined in the Lease 
Agreement) under the Lease Agreement or event described in Section 20(a) 
of the Lease Agreement has occurred.

	7.  As of the date hereof and after giving effect to the sale of 
the Notes to which this Certificate relates, the aggregate SLV of the 
Nuclear Fuel plus any accrued Daily Lease Charges plus the cash and 
investments held in the Collateral Account equals or exceeds the sum of 
the Outstandings under the Credit Agreement plus the aggregate 
outstanding principal amount of all IT Notes, as set forth in Annex A 
hereto.

	8.  The Lessee has requested that the funds being made available 
to the Company pursuant to the Note Agreements on the date hereof be 
applied first toward the payment of maturing Series B IT Notes and the 
balance to be ultimately applied toward the purchase price of additional 
Nuclear Fuel in accordance with the directions of the Lessee.

	9.  To the knowledge of the Lessee, the IT Notes are not secured 
by any collateral other than the Collateral described in the Security 
Agreement, and the IT Notes are not guaranteed directly or indirectly by 
any Person nor are the holders of IT Notes assured against loss or 
nonpayment in any manner other than as contemplated by the Security 
Agreement and the other Basic Agreements.  The Note Agreements do not 
contain any provision, term or condition which is inconsistent with, or 
contrary to, the Security Agreement, or which would violate, or cause 
the Company to be in violation of, the Credit Agreement or any other 
Basic Agreement and the Notes purchased and sold pursuant to the Note 
Agreements will constitute "IT Notes", as that term is defined in 
Section 11.1 of the Note Agreements.
	
	IN WITNESS WHEREOF, the undersigned, a duly authorized officer, has 
signed this Certificate on behalf of the Lessee  this 13th day of February, 
1998.

				  SYSTEM ENERGY RESOURCES, INC.
						


				  By____________________________
				    Title:



Annex A

1.      Aggregate SLV of Nuclear Fuel as of 12/31/97   

2.      Estimated Fuel Amortization from 1/1/98 to 2/13/98                

3.      Estimated Accrued Daily Lease Charges at 2/13/98                 

4.      Cash and investments in Collateral Account at 2/13/98          

5.      Total of (1) through (4)                                     

6.      Outstandings under Credit Agreement at 2/13/98          

7.      Aggregate amount of IT Notes (including the Series C Notes)  
	on 2/13/98

8.      Total of (6) plus (7)