Exhibit
10(a)56





FIFTH
AMENDMENT


TO


THE
ENTERGY CORPORATION AND SUBSIDIARYCOMPANIES


INTERCOMPANY
INCOME TAX ALLOCATION AGREEMENT





This
Fifth Amendment (the “Fifth Amendment”) to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement (the “Tax
Agreement”) is effective for all taxable years after December 31, 2007, and is
made by Entergy Corporation (“ETR”) and each entity that is included in the
federal income tax return of Entergy Corporation and Subsidiary Companies
(collectively, the “Entergy System”).





WITNESSETH:





WHEREAS,
ETR and the other members of the Entergy System desire to amend the Tax
Agreement, which was effective for taxable years 1987 and thereafter, to alter
the treatment of ETR under the Tax Agreement so that ETR is treated under all
provisions of the Tax Agreement in a manner that is identical to the treatment
afforded all subsidiaries, direct or indirect, of ETR.





NOW,
THEREFORE, the parties hereto hereby agree as follows:





1.  ENTERGY
CORPORATION.  Notwithstanding anything contained in the Tax Agreement
to the contrary, effective for all taxable years after December 31, 2007, ETR
shall be treated under all provisions of the Tax Agreement in a manner that is
identical to the treatment afforded all subsidiaries, direct or indirect, of
ETR.





2.  EFFECTIVE
DATE.  This Fifth Amendment shall be effective for the allocation of
current income tax liabilities of the Entergy System for all taxable years after
December 31, 2007, until further amended or otherwise terminated.





3.  ANNUAL
REPORT.  A copy of this Fifth Amendment will be filed as an amendment
of the Energy Corporation and Subsidiaries Form U5S Annual Report to the
Securities and Exchange Commission for the year ended December 31,
2009.





4.  COUNTERPARTS.  It
is agreed that this Fifth Amendment may be executed in multiple
counterparts.





IN
WITNESS WHEREOF, each of the parties hereto has caused this Fifth Amendment to
be duly executed by one of its duly authorized officers as of the 20th day of
November, 2009.








ENTERGY
CORPORATION





By:           /s/ Steven C.
McNeal


Steven C. McNeal


Vice President and
Treasurer





ENTERGY
ARKANSAS, INC.





By:           /s/ Steven C.
McNeal


Steven C. McNeal


Vice President and
Treasurer








ARKANSAS
POWER & LIGHT COMPANY





By:           /s/ Steven C.
McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
GULF STATES LOUISIANA, L.L.C.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








GULF
STATES UTILITIES COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








GSG&T,
INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
LOUISIANA PROPERTIES, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
MISSISSIPPI, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








MISSISSIPPI
POWER & LIGHT COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NEW ORLEANS, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








NEW
ORLEANS PUBLIC SERVICE INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








SYSTEM
ENERGY RESOURCES, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
SERVICES, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
ENTERPRISES, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
OPERATIONS, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
POWER HOLDINGS, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








EP
EDEGEL, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








SYSTEM
FUELS, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
TECHNOLOGY HOLDING COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer





ENTERGY
TECHNOLOGY COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
HOLDINGS COMPANY LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
GLOBAL POWER OPERATIONS CORPORATION





By:           /s/ Steven C.
McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
POWER OPERATIONS U.S., INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR GENERATION COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer





ENTERGY
NUCLEAR HOLDING COMPANY #1





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR NEW YORK INVESTMENT COMPANY I





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
GLOBAL, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR FUELS COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR HOLDING COMPANY #2





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR OPERATIONS, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
POWER GAS HOLDINGS CORPORATION





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








EN
SERVICES II CORPORATION





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
RETAIL HOLDING COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








TLG
SERVICES, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
RESOURCES, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR HOLDING COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR HOLDING COMPANY #3, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR FINANCE HOLDING, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR FINANCE, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
MISSISSIPPI TURBINE COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR POTOMAC COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
POWER E & C HOLDINGS, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR PFS COMPANY





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
INTERNATIONAL HOLDINGS LTD





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR MIDWEST INVESTMENT COMPANY, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
TEXAS, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR POWER MARKETING, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
LOUISIANA, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
NUCLEAR INDIAN POINT 1 & 2 INVESTMENTS, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








EAM
NELSON HOLDING, LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
ASSET MANAGEMENT, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
INVESTMENTS HOLDING COMPANY, INC.





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








EWO
MARKETING, L.P.





By:           EWO
GP LLC, its General Partner





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








ENTERGY
SOLUTIONS DISTRICT ENERGY LTD. LLC





By:           /s/ Steven C. McNeal


Steven C. McNeal


Vice President and
Treasurer








JACKSON
GAS LIGHT COMPANY





By:           /s/ Robert D. Sloan


Robert D. Sloan


President








ENTERGY
POWER & LIGHT COMPANY





By:           /s/ Robert D. Sloan


Robert D. Sloan


President








THE
LIGHT, HEAT AND WATER COMPANY OF JACKSON, MISSISSIPPI





By:           /s/ Robert D. Sloan


Robert D. Sloan


President








EGS
HOLDINGS, INC.





By:           /s/ John Wengler


John Wengler


Vice President and
Treasurer








ENTERGY
NUCLEAR TEXAS HOLDINGS, INC.





By:           /s/ John Wengler


John Wengler


President and Treasurer








ENTERGY
GLOBAL TRADING HOLDINGS, LTD.





By:           /s/ John Wengler


John Wengler


Vice President and
Treasurer








ENTERGY
LOUISIANA HOLDINGS, INC.





By:           /s/ William M. Mohl


William M. Mohl


Vice President








ENTERGY
NUCLEAR VERMONT INVESTMENT COMPANY, LLC





By:           /s/ Terence A. Burke


Terence A. Burke


Vice President and
Secretary








ENTERGY
NEW NUCLEAR UTILITY DEVELOPMENT, LLC





By:           /s/ John R. McGaha


John R. McGaha


President








NUCLEAR
SERVICES COMPANY, LLC





By:           /s/ John R. McGaha


John R. McGaha


Vice President








ENEXUS
ENERGY CORPORATION





By:           /s/ John R. McGaha


John R. McGaha


Chief Operating Officer and
Secretary








ENTERGY
POWER GAS OPERATIONS CORPORATION


(As
Successor in Interest to the Tax Attributes of


Entergy
Power RS Holding Company, LLC)





By:           /s/ Peter L. Swigart


Peter L. Swigart


President