EXHIBIT 10(a)87

                SYSTEM EXECUTIVE RETIREMENT PLAN
             OF ENTERGY CORPORATION AND SUBSIDIARIES
       (As Amended and Restated Effective January 1, 2000)

     Entergy Corporation previously established the System
Executive Retirement Plan of Entergy Corporation and
Subsidiaries, which was restated on March 25, 1998 and then again
on December 4, 1998.  On October 29, 1999, the Board of Directors
of Entergy Corporation approved, authorized, and adopted certain
changes to the Plan that are incorporated into this amendment and
restatement of the Plan, which is effective January 1, 2000.

                            PURPOSES

     The System Executive Retirement Plan of Entergy Corporation
and Subsidiaries has as its purposes attracting, retaining and
motivating certain highly competent eligible employees; and
encouraging personal growth and improvement of personal
productivity.  The Plan is designed primarily to aid eligible
employees in providing supplemental post-retirement income for
themselves and their families and after death benefits for their
beneficiaries.  The Plan is also designed to make available to
the Employer, subsequent to the Employee's retirement and subject
to the Employee's post-retirement time constraints, the
Employee's knowledge of, and experience with respect to, the
business and operations of the Employer.


                            ARTICLE I

                           DEFINITIONS

     The following terms shall have the meaning hereinafter
indicated unless expressly provided herein to the contrary:

1.01 "Actuarial Equivalent" shall mean an equivalent amount that
     is determined in accordance with the adjustment factors set forth
     in Appendix A to the Entergy Retirement Plan, as in effect at the
     time of such determination.

1.02 "Administrator" shall mean the Personnel Committee
     established by the Board of Directors, or such other individuals
     or committee (not fewer than three in number) as shall from time
     to time be designated in writing by the Chairman of the Board of
     Directors as the administrator of the Plan.  The Administrator
     shall be the "plan administrator" for the Plan within the meaning
     of ERISA.  Notwithstanding the foregoing, from and after the date
     immediately preceding the commencement of a Change in Control
     Period, the "Administrator" shall mean (a) the individuals (not
     fewer than three in number) who, on the date six months before
     the commencement of the Change in Control Period, constitute the
     Administrator, plus (b) in the event that fewer than three
     individuals are available from the group specified in clause (a)
     above for any reason, such individuals as may be appointed by the
     individual or individuals so available (including for this
     purpose any individual or individuals previously so appointed
     under this clause (b)); provided, however, that the maximum
     number of individuals constituting the Administrator shall not
     exceed six.

1.03 "Beneficiary" shall mean the Surviving Spouse of the
     Participant or, if the Participant does not have a Surviving
     Spouse, the Beneficiary shall mean any individual or entity so
     designated by the Participant, or, if the Participant does not
     have a Surviving Spouse and does not designate a beneficiary
     hereunder, or if the designated beneficiary predeceases the
     Participant, the Beneficiary shall mean the Participant's estate.

1.04 "Benefit Base" shall mean that amount defined in Section
     2.01, as modified by Section 2.08 in the case of an inactive
     Participant, which is payable at or after a Participant's Normal
     Retirement Date.

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

1.06 "Change in Control" shall mean:

     (a)   the purchase or other acquisition by any person, entity or
       group of persons, acting in concert within the meaning of
       Sections 13(d) or 14(d) of the Securities Exchange Act of 1934
       ("Act"), or any comparable successor provisions, of beneficial
       ownership (within the meaning of Rule 13d-3 promulgated under the
       Act) of twenty-five percent (25%) or more of either the shares of
       common stock outstanding immediately following such acquisition
       or the combined voting power of Entergy Corporation's voting
       securities entitled to vote generally and outstanding immediately
       following such acquisition, other than any such purchase or
       acquisition in connection with a Non-CIC Merger (defined in
       subsection (b) below);

     (b)  the consummation of a merger or consolidation of Entergy
       Corporation, or any direct or indirect subsidiary of Entergy
       Corporation with any other corporation, other than a Non-CIC
       Merger, which shall mean a merger or consolidation immediately
       following which the individuals who comprise the Board of
       Directors immediately prior thereto constitute at least a
       majority of the Board of Directors, or the board of directors of
       the entity surviving such merger or consolidation, or the board
       of directors of any parent thereof (unless the failure of such
       individuals to comprise at least such a majority is unrelated to
       such merger or consolidation);

     (c)  the stockholders of Entergy Corporation approve a plan of
       complete liquidation or dissolution of Entergy Corporation or
       there is consummated an agreement for the sale or disposition by
       Entergy Corporation of all or substantially all of Entergy
       Corporation's assets; or

     (d)  any change in the composition of the Board of Directors such
       that during any period of two consecutive years, individuals who
       at the beginning of such period constitute the Board of Directors
       and any new director (other than a director whose initial
       assumption of office is in connection with an actual or
       threatened election contest, including but not limited to a
       consent solicitation, relating to the election of directors of
       Entergy Corporation) whose appointment or election by the Board
       of Directors or nomination for election by Entergy Corporation's
       stockholders was approved or recommended by a vote of at least
       two-thirds (2/3) of the directors then still in office who either
       were directors on January 1, 2000 or whose appointment, election
       or nomination for election was previously so approved or
       recommended, cease for any reason to constitute at least a
       majority thereof.

     Provided, however, that no Change in Control shall be deemed
     to occur solely by virtue of (1) the insolvency or
     bankruptcy of Entergy Corporation; or (2) the transfer of
     assets of Entergy Corporation to an affiliate of Entergy
     Corporation, provided such affiliate assumes the obligations
     of the Plan and agrees to continue uninterrupted the rights
     of the Participants under the Plan; or (3) the consummation
     of any transaction or series of integrated transactions
     immediately following which the record holders of the common
     stock of Entergy Corporation immediately prior to such
     transaction or series of transactions continue to have
     substantially the same proportionate ownership in an entity
     which owns all or substantially all of the assets of Entergy
     Corporation immediately following such transaction or series
     of transactions.

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

1.08  "Claims Administrator" shall mean the Administrator or its
     designee responsible for administering claims for benefits under
     the Plan.

1.09 "Claims Appeal Administrator" shall mean the Administrator
     or its delegee responsible for administering appeals from the
     denial or partial denial of claims for benefits under the Plan.

1.10 "Code" shall mean the Internal Revenue Code of 1986, as
     amended.

1.11 "Deferred Retirement Date" shall mean the date on which the
     Participant elects to Retire from Service but which occurs after
     the Normal Retirement Date for such Participant.  Notwithstanding
     this definition, such date shall constitute the "Deferred
     Retirement Date" for purposes of this Plan only to the extent
     that the Employer has given its prior written consent for the
     Participant to continue his employment beyond the Normal
     Retirement Date of such Participant.  Such consent may be freely
     withheld.  Any continuation of employment by the Employee beyond
     his Normal Retirement Date without such prior written consent of
     the Employer shall be governed by the terms of Section 6.01.

1.12 "Early Retirement Date" shall mean the date on which the
     Participant, who has attained the requisite age and number of
     years of service required for early retirement under the Entergy
     Retirement Plan (as in effect as of the date of any such
     election), elects to Retire from Service with the prior written
     consent of the Employer (which consent may be freely withheld)
     provided that such date precedes the Normal Retirement Date for
     any such Participant.  Any election by the Participant to Retire
     from Service on or after his Normal Retirement Date shall not be
     deemed an Early Retirement Date, but shall be governed, to the
     extent applicable, by Sections 1.11 and 1.23, respectively.

1.13 "Early Retirement Reduction Factor" shall mean the factor or
     percentage under Section 6.3 of the Entergy Retirement Plan, as
     from time to time amended, by which the Benefit Base of a
     participant under the Entergy Retirement Plan shall be reduced
     for each month the Participant's Early Retirement Income
     Commencement Date precedes his Normal Retirement Date.

1.14 "Employee" shall mean an employee of a System Company who is
     selected by the Administrator to participate in the Plan as a
     member of a System Company employer's select group of management
     or highly compensated employees.

1.15 "Employer" shall mean the System Company with which the
     Employee is last employed on or before the Employee's Retirement
     or Separation from Service.

1.16 "Entergy Retirement Plan" shall mean the Entergy Corporation
     Retirement Plan for Non-Bargaining Employees or any successor to
     such plan as may from time to time be established by Entergy
     Corporation for the benefit of non-bargaining employees of
     Entergy Corporation and other System Companies.  In the event
     that any such Entergy Retirement Plan is terminated as to the non-
     bargaining employees of Entergy Corporation and System Companies
     and no successor plan is established with respect thereto, the
     term "Entergy Retirement Plan" shall mean the qualified defined
     benefit plan in the form last sponsored by Entergy Corporation on
     or before the date of any such termination.

1.17 "ERISA" shall mean the Employee Retirement Income Security
     Act of 1974, as amended.

1.18 "Final Monthly Compensation" shall mean 1/12th of the amount
     equal to the Participant's Final Three-Year Average Annual
     Compensation.

1.19 "Final Three-Year Average Annual Compensation" shall mean
     one-third (1/3) of the sum of (a) and (b) for the three (3)
     separate annual determination dates (which dates shall be the
     respective dates on which the annual Incentive Award is payable
     to the Participant) within the ten (10) years immediately
     preceding the Participant's date of death, Retirement or
     Separation from Service in which the sum of (a) and (b) is the
     greatest, where (a) is the annual Incentive Award payable to the
     Participant on the applicable annual determination date
     (regardless of whether the annual Incentive Award is paid to, or
     deferred by, the Participant), and (b) is the Participant's
     annual base salary in effect on such annual determination date
     from the Employer, or from any other System Company, including
     the amount of base salary, if any, such Participant defers under
     any non-qualified arrangement, a cash or deferred arrangement
     qualified under Section 401(k) of the Code, or under any
     cafeteria plan under Section 125 of the Code.  An inactive
     Participant's "Final Three-Year Average Annual Compensation"
     shall be determined in accordance with this Section 1.19, as
     modified by Section 2.08.  If a Participant becomes permanently
     disabled and qualifies for monthly benefits under any long-term
     disability plan sponsored by a System Company, for any Year
     preceding the date on which the Participant elects to Retire
     under this Plan and for which the Participant received monthly
     disability payments under such long-term disability plan, for
     purposes of this Section 1.19 his annual base salary for each
     such Year shall be the Participant's annual base salary in effect
     on the date immediately preceding the disabling event, and his
     annual Incentive Award for each such Year shall be the amount
     that would have been payable to Participant for each such Year
     based on his Target Award percentage and rate of annual base
     salary in effect on the date immediately preceding the disabling
     event.

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

    (a)  the substantial reduction or alteration in the nature or
       status of the Participant's duties or responsibilities from those
       in effect on the date immediately preceding the first day of the
       Change in Control Period, other than an insubstantial and
       inadvertent act that is remedied by the System Company employer
       promptly after receipt of notice thereof given by the Participant
       and other than any such alteration primarily attributable to the
       fact that Entergy Corporation may no longer be a public company;

     (b)  a reduction of 5% or more in Participant's annual rate of
       base salary as in effect immediately prior to commencement of a
       Change in Control Period, which shall be calculated exclusive of
       any bonuses, overtime, or other special payments, but including
       the amount, if any, the Participant elects to defer under: (1) a
       cash or deferred arrangement qualified under Code Section 401(k);
       (2) a cafeteria plan under Code Section 125; (3) the Executive
       Deferred Compensation Plan of Entergy Corporation and
       Subsidiaries, or any successor or replacement plan; and (4) any
       other nonqualified deferred compensation plan, agreement, or
       arrangement in which the Participant may hereafter participate or
       be a party;

     (c)  requiring Participant to be based at a location outside of
       the continental United States and other than his primary work
       location as it existed on the date immediately preceding the
       first day of the Change in Control Period, except for required
       travel on business of any System Company to an extent
       substantially consistent with the Participant's present business
       obligations;

     (d)  failure by System Company employer to continue in effect any
       compensation plan in which Participant participates immediately
       prior to the commencement of the Change in Control Period which
       is material to Participant's total compensation, including but
       not limited to compensation plans in effect, including stock
       option, restricted stock, stock appreciation right, incentive
       compensation, bonus and other plans or any substitute plans
       adopted prior to the Change in Control Period, unless an
       equitable arrangement (embodied in an ongoing substitute or
       alternative plan) has been made with respect to such plan, or the
       failure by System Company employer to continue Participant's
       participation therein (or in such substitute or alternative plan)
       on a basis not materially less favorable, both in terms of the
       amount or timing of payment of benefits provided and the level of
       the Participant's participation relative to other participants,
       as existed immediately prior to the Change in Control; or

     (e)  failure by System Company employer to continue to provide
       Participant with benefits substantially similar to those enjoyed
       by Participant under any of the System Company's pension,
       savings, life insurance, medical, health and accident, or
       disability plans in which Participant was participating
       immediately prior to the Change in Control Period, the taking of
       any other action by System Company employer which would directly
       or indirectly materially reduce any of such benefits or deprive
       Participant of any material fringe benefit enjoyed by Participant
       immediately prior to commencement of the Change in Control
       Period, or the failure by System Company employer to provide
       Participant with the number of paid vacation days to which
       Participant is entitled on the basis of years of service with the
       System in accordance with the System Company's normal vacation
       policy in effect at the time of the Change in Control.

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

1.21 "Income Commencement Date" shall mean the first day of the
     first month next following the Participant's date of death,
     Normal Retirement Date, Deferred Retirement Date, or Early
     Retirement Date in accordance with Sections 2.02, 2.03, and 2.04
     respectively.  The "Income Commencement Date" of a Participant
     who Separates from Service shall mean the applicable date set
     forth in Section 2.05.

1.22 "Incentive Award" shall mean the incentive award that a
     Participant may become eligible to receive under the terms of the
     Executive Annual Incentive Plan of Entergy Corporation and
     Subsidiaries or other comparable incentive plan that the
     Administrator may from time to time recognize as an "Incentive
     Award" for purposes of this Plan.

1.23 "Normal Retirement Date" shall mean the Employee's 65th
     birthday, or such earlier date as may be established from time to
     time under the Entergy Retirement Plan as the earliest date on
     which an unreduced benefit shall become payable under such plan.

1.24 "Other Employer Plans" shall mean all other non-qualified
     defined benefit retirement income or pension plans, trusts, or
     other arrangements sponsored by any System Company (including,
     but not limited to, any benefits under Supplemental Credited
     Service Agreements, the Pension Equalization Plan, the
     Supplemental Retirement Plan, and the Post-Retirement Plan) under
     which the Participant may have an earned or accrued benefit in
     effect at the time of his Retirement or Separation from Service.
     Such term shall not include: any tax-qualified employee pension
     plans; any profit-sharing, stock bonus or other defined
     contribution plans; the Gulf States Utilities Company Executive
     Income Security Plan; the Gulf States Utilities Company Executive
     Continuity Plan; and the Gulf States Utilities Company
     Nonqualified Deferred Compensation Plan for Officers, Nonemployee
     Directors and Designated Key Employees.

1.25 "Participant" shall mean an Employee who (1) is eligible for
     a Target Award at a level at or above 40% of base salary as from
     time to time defined in the Executive Annual Incentive Plan of
     Entergy Corporation and Subsidiaries; (2) has executed a written
     Participant Application that has been accepted by the
     Administrator, if the Employee was not a Participant immediately
     prior to March 25, 1998; and (3) remains eligible for
     participation in accordance with the applicable provisions of the
     Plan including, without limitation, Section 6.01.  Subject to the
     terms and conditions set forth in Section 2.08 and elsewhere in
     the Plan, the term "Participant" shall include an inactive
     Participant, as described in Section 2.08.

1.26 "Participant Application" shall mean the written application
     between an Employee and the Administrator evidencing Employee's
     participation in this Plan, and, if applicable, evidencing any
     additional Years of Service imputed to Employee under the Plan,
     which application shall be part of the Plan.  Participant
     Applications executed after January 1, 2000 shall be in
     substantially the same form as those attached as Appendix B, as
     may be amended from time to time by the Administrator.

1.27 "Personnel Committee" shall mean the Personnel Committee of
     the Board of Directors.

1.28 "Plan" shall mean this System Executive Retirement Plan of
     Entergy Corporation and Subsidiaries and any amendments,
     supplements, or modifications from time to time made hereto.  Any
     Participant Applications entered into pursuant to this Plan shall
     be deemed part of the Plan.

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

     (a)  Entergy Corporation or any affiliate or subsidiary company
       enters into an agreement, the consummation of which would result
       in the occurrence of a Change in Control; or

     (b)  the Board of Directors adopts a resolution to the effect
       that, for purposes of this Plan, a Potential Change in Control
       has occurred; or

     (c)  any System Company or any person or entity publicly
       announces an intention to take or to consider taking actions
       which, if consummated, would constitute a Change in Control; or

     (d)  any person or entity becomes the beneficial owner (as that
       term is defined in Rule 13d-3 under the Securities Exchange Act
       of 1934, as amended from time to time), either directly or
       indirectly, of securities of Entergy Corporation representing 20%
       or more of either the then outstanding shares of common stock of
       Entergy Corporation or the combined voting power of Entergy
       Corporation's then outstanding securities (not including in the
       calculation of the securities beneficially owned by such person
       or entity any securities acquired directly from Entergy
       Corporation or its affiliates).

1.30 "Prior Plan" shall mean the System Executive Retirement Plan
     of Entergy Corporation and Subsidiaries, as amended and restated
     effective December 4, 1998, and any prior amendments or
     amendments and restatements to such Prior Plan, and any
     agreements, contracts, or other arrangements with respect to such
     Prior Plan.

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

     (a)  Participant's employment is terminated by Employer other
       than for Cause, as defined in Section 7.01(a); or

     (b)  Participant terminates his System employment for Good
     Reason.

    For purposes of this Plan, the following shall not
     constitute Qualifying Events:
     (1)  Participant's death; or (2) Participant becoming disabled
     under the terms of the Entergy Corporation Companies' Benefits
     Plus Long Term Disability ("LTD") Plan.

1.32 "Retirement", "Retires", "Retire," or "Retired from Service"
     shall mean the retirement of a Participant from employment with
     the Employer in accordance with Article II.

1.33 "Retirement Income" shall mean the monthly benefit payable
     to a Participant under the Plan in accordance with Article II.

1.34 "Separation from Service," "Separates from Service," or
     "Separated from Service" shall mean the separation of a
     Participant from employment with the Employer before attaining
     his Normal Retirement Date or Early Retirement Date with the
     prior written consent of the Employer.

1.35 "Separation from Service Date" shall mean the date on which
     a Participant Separates from Service as defined in Section 1.34.

1.36 "Separation Reduction Factor" shall mean the factor or
     percentage under Section 10.1 of the Entergy Retirement Plan, as
     from time to time amended, by which the Benefit Base of a
     participant under the Entergy Retirement Plan shall be reduced
     for each month the Participant's Separation from Service Income
     Commencement Date precedes his Normal Retirement Date.

1.37 "Surviving Spouse" shall mean the person to whom the
     Participant was legally married as of the date of such
     Participant's death.

1.38 "Survivor's Pre-retirement Death Benefit" shall mean that
     monthly benefit described under Article IV which is payable to
     the Participant's Surviving Spouse in the event the Participant's
     death occurs before his Income Commencement Date.

1.39 "System" shall mean Entergy Corporation and all System
     Companies, and, except in determining whether a Change in Control
     has occurred, shall include any successor thereto as contemplated
     in Section 9.03 of this Plan.

1.40 "System Company" shall mean Entergy Corporation and any
     corporation 80% or more of whose stock (based on voting power or
     value) is owned, directly or indirectly, by Entergy Corporation
     and any partnership or trade or business which is 80% or more
     controlled, directly or indirectly, by Entergy Corporation, and,
     except in determining whether a Change in Control has occurred,
     shall include any successor thereto as contemplated in Section
     9.03 of this Plan.

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

     (a)  System Management Level 1 ( Chief Executive Officer and
       Chairman of the Board of Entergy Corporation);

     (b)  System Management Level 2 (Presidents and Executive Vice
       Presidents within the System);

     (c)  System Management Level 3 (Senior Vice Presidents within the
       System); and

     (d)  System Management Level 4 (Vice Presidents within the
       System).

1.42 "Target Award" shall mean the target percentage established
     by the Personnel Committee under the Executive Annual Incentive
     Plan of Entergy Corporation and Subsidiaries with respect to the
     Participant.

1.43 "Year" shall mean any period of twelve consecutive months.

1.44 "Year of Service" shall mean each Year of employment within
     the System.  Except as provided in Section 2.08, if a Participant
     becomes permanently disabled and qualifies for monthly benefits
     under any long term disability plan sponsored by a System
     Company, the term "Year of Service" shall include any Year (but
     not beyond the Participant's Normal Retirement Date) preceding
     the date on which such Participant elects Retirement under this
     Plan and for which the Participant received monthly disability
     benefit payments under such long term disability plan.
     Additionally, the term "Year of Service" shall include any Years
     of imputed service or employment that the Employer may, in its
     discretion, grant to a given Participant, as evidenced by the
     Participant Application.

                           ARTICLE II

                            BENEFITS

2.01 Benefit Base.  A Participant's Retirement Income shall be
     payable in a form described in Article III below.  Except as
     otherwise provided in the Plan, such Retirement Income shall be
     determined based on a Participant's Benefit Base which shall be
     in the form of equal monthly installments payable for the life of
     the Participant only, as described in Section 3.01, commencing at
     the Participant's Normal Retirement Income Commencement Date.
     Except as otherwise provided in Section 2.08, such monthly
     Benefit Base shall be equal to:

     (a)  a percentage of his Final Monthly Compensation, based on the
       percentages described in Appendix A attached hereto and made a
       part hereof, which percentages, as determined from Appendix A,
       shall vary depending on (1) the number of Years of Service the
       Participant has completed through the date of Retirement or
       Separation from Service, as applicable, and (2) the Target Award
       established with respect to the position held by such Participant
       as of the date of his Retirement or Separation from Service; less

     (b)  the amount of any benefit (in the form described below)
       which such Participant earned (1) under any other qualified or
       non-qualified defined benefit retirement income or pension plan,
       trust, or other arrangement sponsored by any System Company
       (including, without limitation, the Gulf States Utilities Company
       Employees' Trusteed Retirement Plan and the Gulf States Utilities
       Company Executive Income Security Plan) or (2) under any
       qualified or non-qualified defined benefit retirement income or
       pension plans, trusts, or other arrangements sponsored by any
       previous employer or any other person, persons or entities for
       whom the Participant may have been employed on or before the date
       of his Retirement or Separation from Service, regardless of
       whether the Participant received a paid up benefit or a cash
       payment under such plans in lieu thereof.   The benefits
       described in this Subsection (b) shall exclude any and all
       benefits earned under the following plans: any stock bonus plans,
       profit sharing plans, employee stock ownership plans, or other
       defined contribution plans; and, except as provided in Section
       2.06(b), any Other Employer Plans as to which the Participant has
       completely waived all rights.  In addition, the benefits
       described in Subsection (b) shall exclude any and all benefits
       earned under any qualified or non-qualified defined benefit
       retirement income or pension plans, trusts, or other arrangements
       sponsored by any previous employer or any other person, persons
       or entities for whom the Participant may have been employed on or
       before he became a Participant under this Plan to the extent the
       Participant was not granted service credit under this Plan for
       his employment service (with such prior employer) that went into
       the computation of the benefits that  otherwise would be an
       offset amount. For purposes of this Subsection (b), such benefits
       shall be expressed as a single life annuity commencing at the
       Participant's Normal Retirement Income Commencement Date.

2.02 Normal Retirement Benefit.  A Participant who elects to
     Retire from the Employer as of his Normal Retirement Date shall
     be entitled to a monthly Retirement Income in a form described
     under Article III of the Plan, commencing on his Normal
     Retirement Income Commencement Date.  Except as otherwise
     provided in Section 2.08, such Participant's Benefit Base shall
     be computed as described in Section 2.01, and, unless the
     Participant is eligible and elects an optional form of benefit
     under Section 3.02, 3.03, or 3.04, his Retirement Income shall be
     equal to that amount.  If the  Participant is eligible and elects
     an optional form of benefit under Section 3.02, 3.03, or 3.04,
     such Benefit Base shall be subject to adjustment in accordance
     with the terms of the applicable Section.

2.03 Deferred Retirement Benefit.  A Participant who elects to
     Retire from the Employer as of his Deferred Retirement Date
     shall be entitled to a monthly Retirement Income in a form
     described under Article III of the Plan, commencing on his
     Deferred Retirement Income Commencement Date.  Except as
     otherwise provided in Section 2.08, such Participant's
     Benefit Base shall be computed as described in Section 2.01,
     and, unless the Participant is eligible and elects an
     optional form of benefit under Section 3.02, 3.03, or 3.04,
     his Retirement Income shall be equal to that amount.  If the
     Participant is eligible and elects an optional form of
     benefit under Section 3.02, 3.03, or 3.04, such Benefit Base
     shall be subject to adjustment in accordance with the terms
     of the applicable Section.

2.04 Early Retirement Benefit.   A Participant who elects to
     Retire as of his Early Retirement Date shall be entitled to
     a monthly Retirement Income in a form described under
     Article III of the Plan, commencing on his Early Retirement
     Income Commencement Date.  Except as otherwise provided in
     Section 2.08, such Participant's Benefit Base shall be
     computed as described in Section 2.01, but such Benefit Base
     shall be reduced by the Early Retirement Reduction Factor
     and, unless the Participant is eligible and elects an
     optional form of benefit under Section 3.02, 3.03, or 3.04,
     his Retirement Income shall be equal to that reduced amount.
     If the Participant is eligible and elects an optional form
     of benefit under Section 3.02, 3.03, or 3.04, such Benefit
     Base shall be subject to further adjustment in accordance
     with the terms of the applicable Section.

2.05 Separation Retirement Benefit.

     (a)  Except as provided in Subsection (b) below,
       a Participant who Separates from Service prior
       to becoming eligible for an Early
       Retirement Benefit under Section 2.04 shall be entitled
       to a monthly Retirement Income in a form described under
       Article III of the Plan, commencing on the first day of
       the first month coincident with or next following his
       Normal Retirement Date (which shall be his Income
       Commencement Date).  Except as otherwise provided in
       Section 2.08. such Participant's Benefit Base shall be
       computed as described in Section 2.01, and, unless the
       Participant is eligible and elects an optional form of
       benefit under Section 3.02 or 3.03, his Retirement Income
       shall be equal to that amount.  If the Participant is
       eligible and elects an optional form of benefit under
       Section 3.02 or 3.03, such Benefit Base shall be subject
       to adjustment in accordance with the terms of the
       applicable provision.

     (b)  Early Commencement.   Subject to consent from the Employer,
       any Participant who Separates from Service prior to becoming
       eligible for an Early Retirement Benefit under Section 2.04 may
       elect to commence such monthly Retirement Income on the first day
       of any month within the ten (10) years immediately preceding his
       Normal Retirement Date (which commencement date shall be his
       Income Commencement Date).   Any such election must be made in
       accordance with rules and regulations as established from time to
       time by the Administrator, and shall be made no later than his
       Normal Retirement Date; provided that, if such Participant elects
       to receive such monthly benefit prior to his Normal Retirement
       Date with the consent of his Employer, his Benefit Base shall be
       reduced by the Separation Reduction Factor.

2.06 Election of Benefits on Other Employer Sponsored Benefits.

     (a)  Waiver Required.  Notwithstanding any provision stated
       herein to the contrary, in
       order for a Participant, joint annuitant, or Beneficiary
       to receive any benefit under this Plan, such Participant
       must expressly waive, revoke, forgive or otherwise
       relinquish any and all rights to any benefits under all
       Other Employer Plans.   As a condition for any benefits
       under this Plan, the Participant must further provide the
       Administrator with written evidence of any such waiver,
       revocation, forgiveness or otherwise relinquishment of
       any and all such other rights or benefits under such
       Other Employer Plans in such form as the Administrator
       may require.

     (b)  Effect if No Waiver Possible.
       Subject to the prior written consent from the
       Employer, but only to the extent that any such other
       rights or benefits under any such Other Employer Plans
       cannot be effectively waived, revoked, forgiven or
       relinquished by the Participant, the Employer may, in its
       sole and complete discretion, allow any and all benefits
       payable hereunder nonetheless to be payable at such times
       and in such amounts as described above except that any
       such monthly Retirement Income hereunder shall be reduced
       or offset by the amount of any such other rights or
       benefits that the Participant may otherwise receive on a
       monthly basis from such Other Employer Plans.

       (c)    Actions Inconsistent with Waiver.  If, for any
       reason, the Participant makes any claim for benefits
       under both this Plan and any of such Other Employer Plans
       as to which such Participant has executed a waiver,
       revocation, forgiveness or relinquishment of rights and
       benefits, any and all benefits hereunder shall thereupon
       immediately terminate except to the extent agreed to in
       writing by the Employer, and the Employer shall
       thereafter have the full and complete right to recover
       from the Participant any and all benefits paid under the
       terms of this Plan through the date of any such
       forfeiture together with interest and reasonable
       attorneys fees.

2.07 Grandfathered Minimum Benefit.  Notwithstanding any Plan
     provision to the contrary, a Participant who was participating in
     the Plan as of March 25, 1998 (and who thereafter satisfies all
     requirements of the Plan necessary for Plan benefits to be
     payable to, or on behalf of such Participant), shall be entitled
     to have his Plan benefit determined and payable pursuant to the
     provisions of the Prior Plan as in effect immediately prior to
     March 25, 1998, but based on the Participant's Final Monthly
     Compensation and Years of Service determined as of the earlier of
     January 1, 2002, or the Participant's date of Retirement or
     Separation from Service.  Any minimum benefit payable to the
     Participant, his joint annuitant, or Beneficiary in accordance
     with the immediately preceding sentence shall be in lieu of, and
     replace in its entirety, any benefit to which such Participant,
     joint annuitant, or Beneficiary otherwise might be entitled under
     the terms of the Plan as herein restated.

2.08 Inactive Participant .   If an individual remains employed
     by his Employer, but is demoted to a position whereby he no
     longer satisfies the Participant eligibility criteria set forth
     in Section 1.25, such individual shall be considered an inactive
     Participant for as long as he remains employed by a System
     Company and does not reattain the status of an active
     Participant.  An individual shall not be credited with Years of
     Service under the Plan for those years in which he fails to
     satisfy the criteria set forth in Section 1.25 to be an active
     Participant.  Notwithstanding an provision to the contrary, if an
     active Participant becomes an inactive Participant and
     subsequently Retires or Separates from Service, in accordance
     with the terms and conditions of the Plan, and has not otherwise
     forfeited his Plan benefits under Section 6.01, his Benefit Base
     under Section 2.01 shall be computed based on: (a) only his Years
     of Service as an active Participant; (b) his Final Monthly
     Compensation using the ten (10) years immediately preceding the
     date he became an inactive Participant to determine his "Final
     Three-Year Average Annual Compensation"; and (c) the benefit
     offset amount described in Section 2.01(b) that the individual
     earned (including while an inactive Participant) as of the date
     of his Retirement or Separation from Service.  With the written
     consent of the Employer, an inactive Participant shall be
     eligible to commence receiving his Plan benefit, as computed
     above, as of his Early Retirement Date or Separation from Service
     Date, provided, however, that such benefit shall be further
     reduced by the Early Retirement Reduction Factor or the
     Separation Reduction Factor, whichever is applicable, for early
     commencement of benefit payments.

2.09 Vesting.  Notwithstanding the foregoing, and except as
     provided in Article VII and in Article IX, a Participant or an
     inactive Participant shall not vest in any benefits under the
     Plan any earlier than the date immediately preceding the
     Participant's Retirement or Separation from Service, subject to
     the other terms and conditions of this Plan.

2.10 Prior Plan Benefits. The benefits under this Plan supercede
     and replace entirely any benefits provided under the Prior Plan.
     If a Participant in the Prior Plan fails to execute the
     Participant Application, then such individual shall be subject to
     the terms and conditions of the Prior Plan, including any
     forfeiture provisions thereof, and shall not receive any benefits
     under the terms of this restated Plan.


                           ARTICLE III

                   AMOUNT AND FORM OF BENEFITS

3.01 Normal Form of Retirement Income.  Unless the Participant
     makes an election under Section 3.02, 3.03, or 3.04 below,
     his Retirement Income shall be payable in the form of a life
     only annuity benefit (or an Actuarial Equivalent 50% joint
     and survivor annuity if the Participant is legally married
     as of his Retirement or Separation from Service).   Except
     as otherwise provided in Section 2.08 and subject to any
     reduction required under Section 2.04 (or Section 2.05(b),
     as applicable) for early Retirement or Separation, the
     amount of such monthly payments payable as a life only
     annuity shall be equal to the Participant's Benefit Base as
     determined under Section 2.01.

3.02 Optional Joint and Survivor Annuity.

     (a)  In lieu of the normal 50% joint and survivor annuity form of
        benefit described in Section 3.01 above, a Participant who is
        legally married as of his Income Commencement Date may elect,
        subject to the terms and conditions set forth in this Section
        3.02 and Section 3.05, an optional joint and survivor annuity
        which, except as otherwise provided in Section 2.08 and subject
        to any reduction required under Section 2.04 (or Section 2.05(b),
        as applicable) for early Retirement or Separation, is equal to
        the Actuarial Equivalent of the Participant's Benefit Base
        determined under Section 2.01.  The amount of the monthly annuity
        payment to a Surviving Spouse shall be a percentage, designated
        by the Participant, of the monthly benefit payment to the
        Participant.  The designated percentage to be paid to the
        Surviving Spouse shall not exceed 100% of the monthly benefit
        payment to Participant and shall be subject to the following:

        (1)  under this optional form of benefit, the benefit payable to
          the Participant's Surviving Spouse shall be a percentage
          designated by the Participant in an amount equal to 66 2/3%, 75%,
          90%, or 100% of the amount of the Participant's monthly payment
          (as adjusted for early retirement, as applicable);

        (2)  at the time the Participant elects this optional form of
          benefit, he shall furnish to the Administrator satisfactory proof
          of the age of the spouse; and

        (3)  the Surviving Spouse's benefit under any such optional form
          of benefit elected under this Section 3.02 shall terminate on the
          death of the Surviving Spouse at any time after the Income
          Commencement Date and all rights to a survivor's benefit
          hereunder shall thereafter cease.

3.03 Optional Life Annuity 10 Years Certain Option.

     (a)  In lieu of the normal life only form of benefit (or an
        Actuarial Equivalent 50% joint and survivor annuity form of
        benefit, if the Participant is legally married) described in
        Section 3.01 above, a Participant may elect, subject to the terms
        and conditions set forth in this Section 3.03 and Section 3.05,
        an optional life annuity 10 year certain option which, except as
        otherwise provided in Section 2.08 and subject to any reduction
        required under Section 2.04 (or Section 2.05(b), as applicable)
        for early Retirement or Separation, is equal to the Actuarial
        Equivalent of the Participant's Benefit Base determined under
        Section 2.01.  Under the optional life annuity 10 year certain
        option, the Participant's Retirement Income shall be paid in
        equal monthly installments in the form of an annuity for the life
        of the Participant with a minimum of 120 monthly payments to the
        Participant or, in the event of his death, the Participant's
        joint annuitant, determined under Section 3.03(b).

     (b)  In the event a Participant's legal spouse should survive the
        Participant, the unpaid guaranteed monthly payments remaining
        payable after the Participant's death during the ten year certain
        period shall be paid to such Surviving Spouse.  If, at the time
        of the Participant's death, there is no Surviving Spouse (e.g.,
        the Participant was not legally married as of his Retirement or
        Separation from Service) or if the Participant's legal spouse
        predeceases the Participant, the remaining unpaid guaranteed
        monthly payments payable during the ten year certain period shall
        be paid to the Participant's Beneficiary.   If the Participant's
        Surviving Spouse (or the Participant's Beneficiary who is
        eligible in the absence of a Surviving Spouse to receive the
        remaining unpaid guaranteed monthly payments payable during the
        ten year certain period, as applicable) should die before the end
        of the ten year certain period, the remaining unpaid guaranteed
        monthly payments payable during the ten year certain period shall
        be paid to such person or persons as the Participant's Surviving
        Spouse (or, if there was no legal spouse or in the instance where
        the legal spouse predeceased the Participant, the Beneficiary)
        may have designated in writing to the Administrator prior to the
        legal spouse's (or, as applicable, the Beneficiary's) death or,
        in the absence of any such beneficiary designation, to the legal
        spouse's (or, as applicable, the Beneficiary's) estate.   No such
        beneficiary designation shall be binding or valid unless filed
        with and received by the Administrator on or before the legal
        spouse's (or, as applicable, Beneficiary's) death.

     (c)  Except as provided in Article IV, no benefits shall be paid
        under the Plan if the Participant dies before his Income
        Commencement Date

3.04 Optional Single-Sum Payment Election for Certain
     Participants.

     In lieu of the normal life only form of benefit (or an
     Actuarial Equivalent 50% joint and survivor annuity form of
     benefit, if the Participant is legally married) described in
     Section 3.01 above, a Participant who, at the time of his
     Retirement, is a full officer of a System Company and is
     eligible for a Target Award at a level at or above 40% of
     base salary as from time to time defined in the Executive
     Annual Incentive Plan of Entergy Corporation and
     Subsidiaries, and who retires on or after his Early
     Retirement Date may elect, subject to the terms and
     conditions set forth in this Section 3.04 and Section 3.05,
     an optional single-sum payment which is equal to the present
     value of the Participant's Benefit Base determined under
     Section 2.01 (and subject to any reduction required under
     Section 2.04 for early retirement) as of the date of his
     Retirement.  Present value shall be computed using the same
     interest and mortality assumptions used in the Entergy
     Retirement Plan for computing the present value of benefits
     (for purposes of the involuntary cash-out rules) as of the
     time such single-sum amount is to be computed.  Under this
     optional form of benefit payment, no further benefit
     payments of any kind shall be made under the Plan to the
     Participant, the Participant's legal spouse, or any other
     person on behalf of the Participant.

3.05 Restrictions and Limitations on Forms of Benefit.

     (a)  In addition to the restrictions and limitations set forth in
        the preceding sections of this Article III, a Participant's
        election of any optional form of benefit available to the
        Participant under the Plan shall be subject to the following:

        (1)   Such election must be made on or before the earlier of (i)
          the date that is ninety (90) days prior to his Normal Retirement
          Date, or (ii) the date the Participant makes written request to
          the Employer to Retire or Separate from Service;

        (2)   any failure by the Participant to make an affirmative
          written election hereunder on or before the deadline established
          in Subsection (1) above shall constitute a waiver of any right to
          elect an optional form of benefit,  in which case the terms of
          Section 3.01 shall govern to the extent applicable;

        (3)   The Participant may cancel his election for such optional
          form of benefit at any time prior to the deadline for making such
          elections as described in Subsection (1), after which date any
          such election(s) shall become irrevocable; and

        (4)   An eligible Participant's election shall be subject to the
          written consent of the Employer.

     (b)  Under the 50% joint and survivor annuity form of payment, as
        well as any optional joint and survivor annuity form of payment,
        if the Participant's spouse should predecease the Participant on
        or after the Income Commencement Date, there shall be no
        survivor's benefit and the Participant shall not thereafter be
        entitled to any readjustment to his Retirement Income.

     (c)  Any survivor's benefit payable under the 50% joint and
        survivor annuity form of payment, as well as any optional joint
        and survivor annuity form of payment, shall be a monthly benefit
        payable over the life of the joint annuitant commencing as of the
        first day of the first month next following the date on which the
        Participant dies.  Except as provided in Article IV, no benefits
        shall be paid under the Plan if the Participant dies before his
        Income Commencement Date.

                           ARTICLE IV

                  PRE-RETIREMENT DEATH BENEFITS


4.01 Pre-Retirement Spouse's Death Benefit.

     (a)  Upon the death of a married Participant who has been
        credited with at least five (5) Years of Service and who dies
        before his Income Commencement Date, his surviving legal spouse,
        if any, shall be entitled to monthly payments under the Plan for
        her lifetime, commencing as of the first day of the month next
        following the date on which the deceased Participant would have
        attained age 65 had he lived.  The amount of each such monthly
        benefit shall be in the same amount as the spouse would have
        received after the Participant's subsequent death if he had not
        died on his actual date of death but instead had:

        (1)  separated from service on the earlier of the date of his
          death or his actual Retirement or Separation from Service;

        (2)  survived to his Normal Retirement Date;

        (3)  Retired on his Normal Retirement Date, with the same Final
          Monthly Earnings and Years of Service as of his date of death;

        (4)  elected the 50% joint and survivor annuity form of payment
          under the Plan; and

        (5)  then died immediately thereafter.

     (b)  The surviving spouse may elect, subject to the written
        consent of the Administrator, to have such payments commence at
        an earlier date, provided that payments shall not commence before
        the date the surviving spouse would be eligible to commence
        receiving a pre-retirement spouse's death benefit under the
        Entergy Retirement Plan, based on the Participant's years of
        vesting service at the date of his death ("Earliest Retirement
        Age").  Such payments shall be in the same amount as the
        surviving spouse would have received after the Participant's
        subsequent death if he had not died on his actual date of death
        but instead had:

        (1)  separated from service on the earlier of his date of death
          or his actual Retirement or Separation from Service;

        (2)  survived to his Earliest Retirement Age;

        (3)  Retired at his Earliest Retirement Age, with the same Final
          Monthly Earnings and Years of Service as of his date of death;

        (4)  elected the 50% joint and survivor annuity form of payment
          under the Plan; and

        (5)  then died immediately thereafter.

               If the deceased Participant was not credited with
        at least 10 years of vesting service under the Entergy
        Retirement Plan at the time of his death, the Separation
        Reduction Factor for early commencement of Retirement
        Income shall apply in determining the amount of the pre-
        retirement spouse's death benefit described in this
        Section 4.01(b).  If the deceased Participant was
        credited with at least 10 years of vesting service under
        the Entergy Retirement Plan at the time of his death,
        then except as otherwise provided in Section 4.01(c), the
        Early Retirement Reduction Factor for early commencement
        of Retirement Income shall apply in determining the
        amount of the pre-retirement spouse's death benefit
        described in this Section 4.01(b).

        (c)    Notwithstanding the foregoing provisions of
        Section 4.01(b), if a married Participant dies prior to
        his Income Commencement Date, but on or after his Early
        Retirement Date under the Entergy Retirement Plan, and
        his surviving spouse elects to receive the pre-retirement
        spouse's death benefit before the Participant would have
        attained age 65, the Early Retirement Reduction Factor
        for early commencement of Retirement Income shall not
        apply in the case of such surviving spouse.


                            ARTICLE V

                       SOURCE OF PAYMENTS

5.01 Unfunded Plan.  It is a condition of the Plan that neither a
     Participant nor any other
     person or entity shall look to any other person or entity
     other than the Employer for the payment of benefits under
     the Plan.  The Participant or any other person or entity
     having or claiming a right to payments hereunder shall rely
     solely on the unsecured obligation of the Employer set forth
     herein.  Nothing in this Plan shall be construed to give the
     Participant or any such person or entity any right, title,
     interest, or claim in or to any specific asset, fund,
     reserve, account or property of any kind whatsoever, owned
     by any Employer or in which the Employer may have any right,
     title or interest now or in the future.  However,
     Participant or any such person or entity shall have the
     right to enforce his claim against the Employer in the same
     manner as any other unsecured creditor of such entity.
     Neither a Participant nor his Beneficiary or contingent
     annuitant shall have any rights in or against any specific
     assets of any System Company.

5.02 Employer Liability.  At its own discretion, a System Company
     employer may purchase such insurance or annuity contracts or
     other types of investments as it deems desirable in order to
     accumulate the necessary funds to provide for the future benefit
     payments under the Plan.  However, (a) a System Company employer
     shall be under no obligation to fund the benefits provided under
     this Plan; (b) the investment of System Company employer funds
     credited to a special account established hereunder shall not be
     restricted in any way; and (c) such funds may be available for
     any purpose the System Company may choose.  Nothing stated herein
     shall prohibit a System Company employer from adopting or
     establishing a trust or other means as a source for paying any
     obligations created hereunder provided, however, any and all
     rights that any such Participants shall have with respect to any
     such trust or other fund shall be governed by the terms thereof.

5.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article V to the contrary, within thirty (30) days following
     the date of a Change in Control, each System Company shall make a
     single irrevocable lump sum contribution to the Trust for
     Deferred Payments of Entergy Corporation and Subsidiaries
     ("Trust") pursuant to the terms and conditions described in such
     Trust.  Each System Company's contribution shall be in an amount
     actuarially equivalent to the total benefits accrued by such
     System Company's Plan Participants (including a Participant's
     Beneficiary or contingent annuitant) under the Plan through the
     date of any such Change in Control.  Actuarial equivalence shall
     be determined using the mortality factors set forth in the
     Entergy Corporation Retirement Plan for Non-Bargaining Employees
     and using the interest rates used by the Pension Benefit Guaranty
     Corporation for purposes of determining the present value of a
     lump sum distribution on plan termination (Appendix B to ERISA
     Regulation Section 2619 or its successor).  If one or more of a
     System Company's Participants shall continue to be employed by a
     System Company after such a Change in Control, each calendar year
     the System Company shall, as soon as possible, but in no event
     longer than thirty (30) days following the end of such calendar
     year, make an irrevocable contribution to the Trust in an amount
     that is necessary in order to maintain a lump sum amount credited
     to the System Company's Plan account under the Trust that is
     actuarially equivalent to the total unpaid benefits accrued by
     the System Company's Participants as of the end of each
     applicable calendar year.  Notwithstanding the foregoing in this
     Section to the contrary, a System Company may make contributions
     to the Trust prior to a Change in Control in such amounts as it
     shall determine in its complete discretion.  The Trust is
     intended as a "grantor" trust under the Internal Revenue Code and
     the establishment and funding of such Trust is not intended to
     cause Participants to realize current income on amounts
     contributed thereto, and the Trust shall be so interpreted.


                           ARTICLE VI

               FORFEITURES AND BENEFIT REPAYMENTS

6.01 Forfeitures.  Except as otherwise provided in Section 7.02
     of this Plan, Participant shall cease to be a Participant
     hereunder, no benefits under the Plan shall be payable hereunder,
     and Participant shall repay all amounts that he may have
     previously received hereunder, on and after any of the following
     events:

     (a)  if the Participant continues his employment with the
       Employer after his Normal Retirement Date without the prior
       written consent of the Employer, which consent may be freely
       withheld;

     (b)  if the Participant voluntarily terminates his employment
       with the Employer prior to
       his Normal Retirement Date without the prior written
       consent of his Employer, which consent may be freely
       withheld;

     (c)  if the Participant is involuntarily terminated by the
        Employer for cause, which for purposes of this Section 6.01 shall
        mean:

       (1)  a material violation by Participant of any agreement between
          Participant and any System Company; or

       (2)  a material violation of the employer-employee relationship
          existing between Participant and a System Company employer at the
          time, including, without limitation, breach of confidentiality or
          moral turpitude; or

       (3)  a material failure by Participant to perform the services
          required by him  pursuant to any agreement between Participant
          and any System Company, or, if there is no such agreement, a
          material failure by the Participant to perform the reasonable,
          customary services of an employee holding the type of position he
          holds at the time; or

       (4)  an act of embezzlement, theft, defalcation, larceny,
          material fraud, or other acts of dishonesty by the Participant;
          or

       (5)  a conviction of Participant or Participant's entrance of a
          plea of guilty or nolo contendere to a felony or other crime
          which has or may have a material adverse affect on his ability to
          carry out his duties or upon the reputation of any System
          Company.

     (d)  except as otherwise provided in Section 2.06, if the
        Participant (i) fails to expressly
        waive, revoke, forgive or otherwise relinquish any and
        all rights to any benefits under all Other Employer Plans
        in such form and in accordance with such procedures as
        the Administrator may from time to time establish, or
        (ii) files a claim under such Other Employer Plans
        inconsistent with the waiver filed with the
        Administrator;

     (e)  if the Participant engages in any employment (without
        the prior written consent
        of his Employer) either individually or with any person,
        corporation, governmental agency or body, or other entity
        in competition with, or similar in nature to, any
        business conducted by any System Company (or its
        successor) at any time within the two-year period
        commencing at Retirement, Separation from Service, or
        other termination of employment, as applicable, where
        such competing employer is located in, or servicing in
        any way customers located in, those parishes and counties
        in which any System Company services customers during the
        two-year period;

     (f)  if during the Participant's employment and for two years
       thereafter, other than as authorized by a System Company, or as
       required by law, or as necessary for the Participant to perform
       his duties for a System Company employer, the Participant shall
       divulge, communicate or use to the detriment of the Employer or
       the System, or use for the benefit of any other person or entity,
       or misuse in any way, any confidential or proprietary information
       or trade secrets of the Employer or the System, including without
       limitation non-public financial information, know-how, formulas,
       or other technical data.  Disclosure of information pursuant to
       subpoena, judicial process, or request of a governmental
       authority shall not be deemed a violation of this provision,
       provided that the Participant gives the System Company immediate
       notice of any such subpoena or request and fully cooperates with
       any action by System Company to object to, quash, or limit such
       request; or

     (g)  if the Participant voluntarily terminates his employment or
       his employment is terminated with the Employer prior to his
       completion of five (5) actual Years of Service or employment with
       the System.

6.02 Advisory Services.  As a condition for benefits under this
     Plan, the Participant must hold
     himself available to render advisory services, with his
     consent, if so requested by Employer or any System employer
     with which he was employed while a Participant in the Plan,
     during the period beginning with his Retirement or
     Separation from Service, as applicable, and continuing for a
     period of ten years thereafter. If the Participant agrees to
     render such advisory services, he will make himself
     available to the requesting employer with respect to matters
     related to his area or areas of expertise, as considered
     appropriate by the requesting employer, and will consult
     thereof with the directors and officers of the requesting
     employer and with such other person or persons as the chief
     executive officer of the requesting employer may designate
     and will perform such special assignments within his area of
     expertise and capability as may be mutually agreed upon with
     the chief executive officer of the requesting employer.  The
     Participant shall control the manner in which he renders
     services hereunder and may, at his discretion, decline to
     render any such services requested by the requesting
     employer if the Participant's time constraints are such that
     the rendering of such services would result in an undue
     burden upon the Participant.  Rendering such advisory
     services shall in no way constitute or be construed as
     creating an employer/employee relationship, partnership,
     joint venture, or other business group or concerted activity
     between any requesting employer and Participant, and a
     Participant rendering services pursuant to this Section 6.02
     shall not on account thereof be entitled to any of the
     fringe or supplemental benefits of the requesting employer
     or any other System Company, including employee benefit plan
     participation.

                           ARTICLE VII

                        CHANGE IN CONTROL

7.01 Definitions.  The following additional definitions shall be
     applicable to this Article VIII:

     (a)  "Cause" shall mean:

       (1)  willful and continuing failure by Participant to
          substantially  perform Participant's duties (other than such
          failure resulting from the Participant's incapacity due to
          physical or mental illness or any such actual or anticipated
          failure after the issuance of a Notice of Termination for Good
          Reason by Participant) that has not been cured within thirty (30)
          days after a written demand for substantial performance is
          delivered to Participant by the board of directors of Employer,
          which demand specifically identifies the manner in which the
          board believes that Participant has not substantially performed
          Participant's duties; or

       (2)  the willful engaging by the Participant in conduct which is
          demonstrably and materially injurious to any System Company,
          monetarily or otherwise; or

       (3)  conviction of or entrance of a plea of guilty or nolo
          contendere to a felony or other crime which has or may have a
          material adverse affect on Participant's ability to carry out
          Participant's duties or upon the reputation of any System
          Company; or

       (4)  a material violation by Participant of any agreement
          Participant has with a System Company; or

       (5)  unauthorized disclosure by Participant of the confidences of
          any System Company.

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

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

7.02 Accelerated Vesting. Notwithstanding any Plan provision to
     the contrary, if during a Change in Control Period there should
     occur a Qualifying Event with respect to a Participant, the
     Participant shall not cease to be a Participant and shall be
     fully vested in and shall have a non-forfeitable right to all
     benefits accrued under this Plan as of the date of such
     Qualifying Event, except that all such benefits shall be subject
     to forfeiture upon the occurrence of any event described in
     Section 6.01(d) or as follows:

     (a)  without Employer permission, Employee removes, copies, or
       fails to return if he or she has already removed, any property
       belonging to one or all of the System Companies, including, but
       not limited to, the original or any copies of any records,
       computer files or disks, reports, notes, documents, files, audio
       or video tapes, papers of any kind, or equipment provided by any
       one or all of the System Companies or created using property of
       or for the benefit of one or all of the System Companies;

     (b)  during Participant's employment and for 2 years thereafter,
       other than as authorized by a System Company or as required by
       law or as necessary for the Participant to perform his duties for
       a System Company employer, Participant shall disclose to any
       person or entity any non-public data or information concerning
       any System Company, in which case Participant shall be required
       to repay any Plan benefits previously received by him.
       Disclosure of information pursuant to subpoena, judicial process,
       or request of a governmental authority shall not be deemed a
       violation of this provision, provided that Participant gives the
       System Company immediate notice of any such subpoena or request
       and fully cooperates with any action by System Company to object
       to, quash, or limit such request; or

     (c)  Participant engages in any employment (without the prior
       written consent of his last System Company employer) either
       individually or with any person, corporation, governmental agency
       or body, or other entity in competition with, or similar in
       nature to, any business conducted by any System Company at any
       time within the Applicable Period (defined below) and commencing
       upon termination of employment, where such competing employer is
       located in, or servicing in any way customers located in, those
       parishes and counties in which any System Company services
       customers during such Applicable Period, in which case
       Participant shall be required to repay any Plan benefits
       previously received by him.  For purposes of this section,
       Applicable Period shall mean:

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

       (2)  two (2) years for Participants at System Management Level 3
            at the commencement of the Change in Control Period; and

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

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

7.03 Benefit Amount and Income Commencement Date.
     Notwithstanding any Plan provision to the contrary, if during a
     Change in Control Period there should occur a Qualifying Event
     with respect to a Participant and if there does not occur a
     forfeiture event referenced in Section 7.02, the Participant's
     benefit amount and Income Commencement Date shall be determined
     pursuant to the provisions of this Plan as modified by the
     following:

     (a)  If such Participant has attained age 55 upon the occurrence
       of the Qualifying Event, then his benefit amount shall be
       determined according to Section 2.04 (subject to Section 2.08 in
       the case of an inactive Participant) without regard to that
       Section's eligibility requirements and, notwithstanding Section
       2.04 or 2.05 to the contrary, such Participant may elect his
       Income Commencement Date without the consent of the Employer
       which shall be on the first day of any month following the
       Participant's termination.

     (b)  If such Participant has not attained age 55 upon the
       occurrence of the Qualifying Event, then his benefit amount shall
       be determined according to Section 2.04 (subject to Section 2.08
       in the case of an inactive Participant) without regard to the
       eligibility requirements of Section 2.04 and, notwithstanding
       Section 2.05 to the contrary, such Participant may elect his
       Income Commencement Date without the consent of the Employer
       which shall be on the first day of any month following the
       Participant's attainment of age 55.

     (c)  In determining the death benefit provided under Article IV,
       the Participant will be deemed to have met the ten (10) Years of
       Service requirement regardless of his actual Years of Service.

7.04 No Benefit Reduction.  Notwithstanding anything stated above
     to the contrary, an amendment to, or termination of, the Plan
     following a Change in Control shall not reduce the level of
     benefits accrued under this Plan through the date of any such
     amendment or termination.  In no event shall a Participant's
     Benefit Base accrued under this Plan following a Change in
     Control be less than such Participant's Benefit Base accrued
     under this Plan immediately prior to the Change in Control
     Period, subject, however, to the forfeiture provisions referenced
     in Section 7.02 as in existence on the date immediately preceding
     the commencement date of the Change in Control Period.

7.05 Provisions of Referenced Plans.  To the extent this Plan
     references or incorporates provisions of any other System Company
     plan, including, but not limited to, the Entergy Retirement Plan,
     and (a) such other plan is amended, supplemented, modified or
     terminated during the two-year period commencing on the date of a
     Potential Change in Control and (b) such amendment,
     supplementation, modification or termination adversely affects
     any benefit under this Plan, whether it be in the method of
     calculation or otherwise, then for purposes of determining
     benefits under this Plan, the Administrator shall rely upon the
     version of such other plan in existence immediately prior to any
     such amendment, supplementation, modification or termination,
     unless such change is agreed to in writing and signed by the
     affected Participant and by the Administrator, or by their legal
     representatives or successors.


                          ARTICLE VIII

                       PLAN ADMINISTRATION


8.01 Administration of Plan.  The Administrator shall operate and
    administer the Plan and, as such, shall have the authority as
    Administrator to exercise the powers and discretion conferred on
    it by the Plan, including the right to delegate any function to a
    specified person or persons.  The Administrator shall discharge
    its duties for the exclusive benefit of the Participants and
    their beneficiaries.

8.02 Powers of the Administrator.  The Administrator and any of
    its delegees shall administer the Plan in accordance with its
    terms and shall have all powers, authority, and discretion
    necessary or proper for such purpose.  In furtherance of this
    duty, the Administrator shall have the sole and exclusive power
    and discretion to make factual determinations, construe and
    interpret the Plan, including the intent of the Plan and any
    ambiguous, disputed or doubtful provisions of the Plan.  All
    findings, decisions, or determinations of any type made by the
    Administrator, including factual determinations and any
    interpretation or construction of the Plan, shall be final and
    binding on all parties and shall not be disturbed unless the
    Administrator's decisions are arbitrary and capricious.  The
    Administrator shall be the sole judge of the standard of proof
    required in any claim for benefits and/or in any question of
    eligibility for a benefit. By way of example, the Administrator
    shall have the sole and exclusive power and discretion:

     (a)  to adopt such rules and regulations as it shall deem
        desirable or necessary for the administration of the Plan on a
        consistent and uniform basis;

     (b)  to interpret the Plan including, without limitation, the
        power to use Administrator's sole and exclusive discretion to
        construe and interpret (1) the Plan, (2) the intent of the Plan,
        and (3) any ambiguous, disputed or doubtful provisions of the
        Plan;

     (c)  to determine all questions arising in the administration of
        the Plan including, but not limited to, the power and discretion
        to determine the rights or eligibility of any Employee,
        Participant, Beneficiary or other claimant to receive under the
        Plan;

     (d)  to require such information as the Administrator may
        reasonably request from any Employee, Participant, Beneficiary or
        other claimant as a condition for receiving any benefit under the
        Plan;

     (e)  to grant and/or deny any and all claims for benefits, and
        construe any and all issues of Plan interpretation and/or fact
        issues relating to eligibility for benefits;

     (f)  to compute the amount and determine the manner and timing of
        any benefits payable under the Plan;

     (g)  to execute or deliver any instrument or make any payment on
        behalf of the Plan;

     (h)  to employ one or more persons to render advice with respect
        to any of the Administrator's responsibilities under the Plan;

     (i)  to direct the Employer concerning all payments that shall be
        made pursuant to the terms of the Plan; and

     (j)  to make findings of fact, to resolve disputed fact issues,
        and to make determinations based on the facts and evidence
        contained in the administrative record developed during the
        claims review procedure.

     For any acts not specifically enumerated above, when
     applying, construing, or interpreting any and all Plan
     provisions and/or fact questions presented in claims for
     benefits, the Administrator shall have the same
     discretionary powers as enumerated above.

8.03 Reliance on Reports and Certificates.  The Administrator may
    rely conclusively upon all tables, valuations, certificates,
    opinions and reports furnished by an actuary, accountant, counsel
    or other person who may from time to time be employed or engaged
    for such purposes.

8.04 Claims Administration.  The Administrator may appoint and,
    in its sole discretion,  remove a Claims Administrator and/or
    Claims Appeal Administrator to administer claims for benefits
    under the Plan in accordance with its terms, and, pursuant to
    Section 8.02, such delegees shall have all powers, authority, and
    discretion necessary or proper for such purpose.  In the absence
    of such appointment, the Administrator shall be the Claims
    Administrator and Claims Appeal Administrator.

8.05 Filing Benefit Claims. Any claim asserting entitlement to a
    benefit under the Plan must be asserted within ninety (90) days
    after the event giving rise to the claim by sending written
    notice of the claim to the Claims Administrator.  The written
    notice of the claim must be accompanied by any and all documents,
    materials, or other evidence allegedly supporting the claim for
    benefits.  If the claim is granted, the claimant will be so
    notified in writing by the Claims Administrator.

8.06 Claims of Good Reason/Cause During Change in Control Period.
    Solely for purposes of any determination regarding the existence
    of Good Reason or Cause (as defined in Section 7.01(a)) during a
    Change in Control Period, any position taken by the Participant
    shall be presumed to be correct unless Employer establishes to
    the Plan Administrator by clear and convincing evidence that such
    position is not correct.

8.07 Denial or Partial Denial of Benefit Claims.  If the Claims
    Administrator denies a claim for benefits in whole or part, the
    Claims Administrator shall notify the claimant in writing of the
    decision within ninety (90) days after the claim has been
    received by the Claims Administrator.  In the Claim
    Administrator's sole discretion, the Claims Administrator may
    extend the time to decide the claim for an additional ninety (90)
    days, by giving written notice of the need for such an extension
    any time prior to the expiration of the initial ninety-day
    period.  The Claims Administrator, in its sole discretion,
    reserves the right to request specific information from the
    claimant, and reserves the right to have the claimant examined or
    tested by person(s) employed or compensated by the Plan.   If the
    claim is denied or partially denied, the Claims Administrator
    shall provide the claimant with written notice stating:

     (a)  the specific reasons for the denial of the claim (including
       the facts upon which the denial was based) and reference to any
       pertinent plan provisions on which the denial is based;

     (b) if applicable, a description of any additional material
       or information necessary for claimant to perfect the
       claim and an explanation of why such material or
       information is necessary; and

     (c) an explanation of the claims review appeal procedure
       including the name and address of the person or committee
       to whom any appeal should be directed.

8.08 Appeal of Claims That Are Denied or Partially Denied.  The
     claimant may request review of the Claims Administrator's
     denial or partial denial of a claim for Plan benefits.  Such
     request must be made in writing within sixty (60) days after
     claimant has received notice of the Claims Administrator's
     decision and shall include with the written request for an
     appeal any and all documents, materials, or other evidence
     which claimant believes supports his or her claim for
     benefits.   The written request for an appeal, together with
     all documents, materials, or other evidence which claimant
     believes supports his or her claim for benefits should be
     addressed to the Claims Administrator, who will be
     responsible for submitting the appeal for review to the
     Claims Appeal Administrator.

8.09 The Appeal Process.  The Claims Administrator will submit
     the appeal to the Claims Appeal Administrator for review of
     the denial or partial denial of the claim.  Within sixty
     (60) days after the receipt of claimant's appeal, the
     claimant will be notified of the final decision of the
     Claims Appeal Administrator, unless, in the Claims Appeal
     Administrator's sole discretion, circumstances require an
     extension of this period for up to an additional sixty (60)
     days.  If such an extension is required, the Claims Appeal
     Administrator shall notify claimant of this extension in
     writing before the expiration of the initial sixty-day
     period.  During the appeal, the Claims Appeal Administrator,
     in its sole discretion, reserves the right to request
     specific information from the claimant, and reserves the
     right to have the claimant examined or tested by person(s)
     employed or compensated by the Plan.   The final decision of
     the Claims Appeal Administrator shall set forth in writing
     the facts and plan provisions upon which the decision is
     based.  All decisions of the Claims Appeal Administrator are
     final and binding on all employees, Participants, their
     Beneficiaries, or other claimants.

8.10 Judicial Proceedings for Benefits.  No claimant may file
     suit in court to obtain benefits under the Plan without first
     completely exhausting all stages of this claims review process.
     In any event, no legal action seeking Plan benefits may be
     commenced or maintained against the Plan more than ninety (90)
     days after the Claims Appeal Administrator's decision on appeal.


                           ARTICLE IX

                    AMENDMENT AND TERMINATION

9.01 General.  The Board of Directors shall have the right, in
     its absolute discretion, at any time and from time to time, to
     modify or amend, in whole or in part, any or all of the
     provisions of this Plan, or suspend or terminate it entirely,
     subject to the provisions of Section 9.02 hereof.  The provisions
     of this Article IX shall survive a termination of the Plan unless
     such termination is agreed to by the Participants.

9.02 Restrictions on Amendment or Termination.  Any amendment,
     supplement or modification to, or the termination of, the Plan
     shall be subject to the following restrictions:

     (a)  Employer shall continue, subject to the provisions of
        Article II and Section 6.01, to make payments to any retired or
        separated Participant or Beneficiary then entitled to payments as
        if the Plan had not been amended, supplemented, modified or
        terminated;

     (b)  as to any Participant who has not yet begun receiving
        monthly benefits under the Plan, the Employer, subject to any
        provisions of Article II and Section 6.01 to the contrary, shall
        remain obligated to provide a benefit upon the earlier of the
        Participant's Early Retirement Date or death that is Actuarially
        Equivalent to (and payable for the term of) the accrued benefit
        under Article II earned by the Participant at the time the Plan
        is amended, supplemented, modified or terminated; and

     (c)  no amendment, modification, suspension or termination of the
        Plan may reduce the amount of benefits or adversely affect the
        manner of payment of benefits of any Participant or Beneficiary
        then receiving benefits in accordance with the terms of Article
        III or IV, unless such modification is agreed to in writing and
        signed by the affected Participant or Beneficiary and by the Plan
        Administrator, or by their legal representatives or successors;
        and

     (d)  no provision of this Plan may be modified, waived, or
        discharged during the two-year period commencing on the date of a
        Potential Change in Control, unless such modification, waiver, or
        discharge is agreed to in writing and signed by the affected
        Participant and by the Plan Administrator, or by their legal
        representatives or successors.

9.03 Successors.  A System employer shall require any successor
     (whether direct or indirect, by purchase, merger, consolidation,
     or otherwise) of all or substantially all of its business and/or
     assets to expressly assume and agree to perform this Plan in the
     same manner and to the same extent that the System employer would
     be required to perform it if no such succession had taken place.
     Failure of the System employer to obtain such assumption and
     agreement prior to the effectiveness of any such succession shall
     be a breach of this Plan and shall entitle each Participant to
     Plan benefits from the System Company employer in the same amount
     and on the same terms as he would be entitled hereunder if
     terminated voluntarily for Good Reason, except for the purposes
     of implementing the foregoing, the date on which any such
     succession becomes effective shall be deemed the effective date
     of termination.  Any successor or surviving entity that assumes
     or otherwise adopts this Plan as contemplated in this Section
     9.03 shall succeed to all the rights, powers and duties of the
     System employer and the Board of Directors hereunder, subject to
     the restrictions on amendment or termination of the Plan as set
     forth in Section 9.02.  The employment of the Participant who has
     continued in the employ of such successor or surviving entity
     shall not be deemed to have been terminated or severed for any
     purpose hereunder; however, such continued employment shall not
     constitute consent to, or a waiver of rights with respect to, any
     act or failure to act constituting Good Reason.

9.04 Dissolution of the Employer.  In the event that a System
     employer with which Participant was employed while a Participant
     in the Plan is dissolved or liquidated by reason of
     bankruptcy, insolvency or otherwise prior to Employee's
     death or Retirement from Service, without any provision
     being made for the continuance of the Plan by a successor to
     the business of such System employer or unless another
     System Company shall have assumed the obligations of such
     System employer under the Plan, the date on which such
     dissolution or liquidation occurs shall be deemed to be the
     non-retired Participant's Early Retirement Date and the
     Participant's Retirement from Service shall be deemed to
     have occurred on his Early Retirement Date.  At the option
     of the person entitled thereto, the Actuarial Equivalent of
     such benefits shall be paid immediately in one lump sum.
     Upon the date of such liquidation or dissolution, in the
     case of a Beneficiary or retired Participant who is
     receiving benefit payments under the Plan, the Actuarial
     Equivalent of the benefits then remaining to be paid under
     the Plan to the Participant, joint annuitant, or
     Beneficiary, as applicable, shall be paid immediately in one
     lump sum at the option of the person entitled thereto.



                            ARTICLE X

                          MISCELLANEOUS

10.01     Gender and Number. The masculine pronoun whenever used
     in the Plan shall include the feminine. Similarly, the feminine
     pronoun whenever used in the Plan shall include the masculine as
     the context or facts may require.  Whenever any words are used
     herein in the singular, they shall be construed as if they were
     also used in the plural in all cases where the context so
     applies.

10.02     Captions.  The captions of this Plan are not part of
     the provisions of the Plan and shall have no force and effect.

10.03     Severability.  In the event any provision of the Plan
     shall be held illegal or invalid for any reason, the illegality
     or invalidity shall not affect the remaining parts of the Plan,
     and the Plan shall be construed and enforced as if the illegal or
     invalid provision had not been included.

10.04     Controlling Law.  The administration of the Plan, and
     any Trust established thereunder, shall be governed by applicable
     federal law, including the ERISA and, to the extent federal law
     is inapplicable, the laws of the State of Delaware, without
     regard to the conflict of law principles of any state. Any
     persons or corporations who now are or shall subsequently become
     parties to the Plan shall be deemed to consent to this provision.

10.05     No Right to Employment.  The Plan confers no right upon
     any Employee to continue his employment with any employer,
     whether or not a System Company.

10.06     Indemnification.  To the extent not covered by
     insurance, or if there is a failure to provide full insurance
     coverage for any reason, and to the extent permissible under
     applicable laws and regulations, the System employers agree to
     hold harmless and indemnify the Administrator and its members
     against any and all claims and causes of action by or on behalf
     of any and all parties whomsoever, and all losses therefrom,
     including, without limitation, costs of defense and attorneys'
     fees, based upon or arising out of any act or omission relating
     to or in connection with the Plan and Trust other than losses
     resulting from any such person's fraud or willful misconduct.

10.07     No Alienation.  The benefits provided hereunder shall
     not be subject to alienation,
     assignment, pledge, anticipation, attachment, garnishment,
     receivership, execution or levy of any kind, including
     liability for alimony or support payments, and any attempt
     to cause such benefits to be so subjected shall not be
     recognized, except to the extent as may be required by law.


IN WITNESS WHEREOF, Entergy Corporation has caused this amendment
and restatement to be executed by its duly authorized officer on
this __ day of ____________, 2000, but effective as of January 1,
2000.

                         ENTERGY CORPORATION
                         through the undersigned duly authorized
                         representative


                         _____________________________________
                         C. GARY CLARY
                         Senior Vice-President,
                         Human Resources and Administration
                         for Entergy Services, Inc.


<PAGE>
                           APPENDIX A

                 TARGET AWARD REPLACEMENT RATIOS

                               All Other        Executives with
 Years                      Executives with       Target Award
  Of       Chairman         Target Award of         Between
Service*   and/or CEO       50% or Above          40% & 49%

   1           3.3%              3.0%                 2.7%
   2           6.6%              6.0%                 5.4%
   3           9.9%              9.0%                 8.1%
   4          13.2%              12.0%               10.8%
   5          16.5%              15.0%               13.5%
   6          19.8%              18.0%               16.2%
   7          23.1%              21.0%               18.9%
   8          26.4%              24.0%               21.6%
   9          29.7%              27.0%               24.3%
  10          33.0%              30.0%               27.0%
  11          36.3%              33.0%               29.7%
  12          39.6%              36.0%               32.4%
  13          42.9%              39.0%               35.1%
  14          46.2%              42.0%               37.8%
  15          49.5%              45.0%               40.5%
  16          50.6%              46.0%               41.4%
  17          51.7%              47.0%               42.3%
  18          52.8%              48.0%               43.2%
  19          53.9%              49.0%               44.1%
  20          55.0%              50.0%               45.0%
  21          56.0%              51.0%               46.0%
  22          57.0%              52.0%               47.0%
  23          58.0%              53.0%               48.0%
  24          59.0%              54.0%               49.0%
  25          60.0%              55.0%               50.0%
  26          61.0%              56.0%               51.0%
  27          62.0%              57.0%               52.0%
  28          63.0%              58.0%               53.0%
  29          64.0%              59.0%               54.0%
  30          65.0%              60.0%               55.0%

*Replacement Ratio for fractional years will be determined by
interpolating the difference between the ratio corresponding to
completed years of service and the ratio corresponding to the
next higher year of service.

                           APPENDIX B

               PROTOTYPE PARTICIPANT APPLICATIONS