Exhibit 10(a)2

SECOND AMENDED AND RESTATEDENTERGY SYSTEM AGENCY AGREEMENT

 

	THIS AGREEMENT, made and entered into as of January 1, 2008, by and between Entergy Arkansas, Inc. ("EAI"), Entergy Louisiana, LLC ("ELL"), Entergy Mississippi, Inc. ("EMI"), Entergy New Orleans, Inc. ("ENOI"), Entergy Gulf States Louisiana, L.L.C. ("EGS-LA"), Entergy Texas, Inc., ("ETI") (collectively, the "Operating Companies") and Entergy Services, Inc. ("Agent"), amends, restates and supercedes in its entirety the Amended and Restated Entergy System Agency Agreement made and entered into as of May 1, 2003 (the "First Amended and Restated Agency Agreement") by and among EAI, Entergy Louisiana, Inc. ("ELI"), EMI, ENOI, Entergy Gulf States, Inc. ("EGSI") and Agent, which First Amended and Reinstated Agency Agreement amended that certain Middle South Utilities System Agency Agreement, made and entered as of December 11, 1970, by and among EAI, ELI, EMI, ENOI (collectively, the "Original Operating Companies") and Agent, as heretofore amended by amendments, effective February 10, 1971 and May 12, 1988 (the "Original Agency Agreement").

W I T N E S S E T H:

               0.02    WHEREAS, the Operating Companies, being the operating public utilities of Entergy Corporation, have, by reason of their common ownership and cooperative management, been achieving substantial benefits for their customers by operating on a totally coordinated basis their bulk power generation and transmission facilities; and

               0.04           WHEREAS, from time to time, the Operating Companies enter into contracts with fuel suppliers and other entities for the supply of fuel for Entergy System generating units or transactions related thereto; and

               0.06    WHEREAS, pursuant to the Original Agency Agreement, Agent's authorization to act for the Original Operating Companies was confined to matters relating to bulk electric power and energy and Agent was not authorized to enter into any new contract on behalf of the Original Operating Companies without obtaining the prior approval of the Original Operating Company or Companies affected by such contracts; and

               0.08        WHEREAS, that the First Amended and Restated Agency Agreement amended and restated the Original Agency Agreement to (a) add EGSI as a party thereto and (b) authorize Agent (i) to act for the Operating Companies in matters relating to the supply of fuel for the Entergy System electric generating units, as well as in matters relating to bulk electric power and energy and (ii) consistent with the Entergy System Approval Policy, to execute certain contracts relating to the foregoing matters, on behalf of the Operating Companies, without obtaining the prior approval of the  Operating Company or Companies that are affected by such contracts; and

               0.10        WHEREAS, it is desirable that the First Amended and Restated Agency Agreement be amended and restated to add EGS-LA and ETI as parties in lieu of EGSI.

NOW, THEREFORE, all parties hereto mutually understand and agree as follows:

ARTICLE I.

TERMS OF AGREEMENT

              1.02    Any Operating Company may terminate its participation in this Agreement by giving to each of the other Operating Companies and to the Agent written notice of its election so to terminate its participation in this Agreement at least forty-eight (48) months prior to the date of termination; provided, however, that no such termination shall in any way affect any contracts entered into by Agent under this Agreement regardless of the term thereof.  In addition, Agent shall continue to act as Agent if so named in any such contracts, but all such contracts shall provide that the Operating Companies may designate a new Agent to act in such contracts upon sixty (60) days notice to Agent and to the other parties to the contract.

ARTICLE II.

OBLIGATIONS

              2.02    The Agent is authorized to appear for and on behalf of the Operating Companies or any of them before Federal regulatory bodies and to make filings for and on behalf of the Operating Companies or any of them with any such bodies with respect to contracts and matters in which Agent acts for the Operating Companies or any of them.  The Agent will appear for and on behalf of, and make filings for and on behalf of, the Operating Companies or any of them before other regulatory bodies when so authorized by the affected Operating Company or Companies.

              2.04    Operating Companies further authorize and empower Agent to do and perform all and every other act as shall be requisite and necessary in connection with the agency granted herein with the same validity as if every such act or thing were or had been done by the Operating Companies or any of them.  The Operating Companies and each of them ratify and confirm all acts which the Agent shall do by virtue of this Agreement.

        This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which should be one and the same agreement and shall be effective when counterparts have been executed and delivered by all parties.

 

               IN WITNESS WHEREOF, each of the parties hereto has caused these presents to be signed in its name and on its behalf and attested by its duly authorized officers.

ATTEST:                                                                                                                                					ENTERGY ARKANSAS, INC.

/s/ Ann G. Roy                                                    			                                                                    		BY:/s/ Hugh T. McDonald                                        			
Ann G. Roy                                                                                                                            					NAME:      Hugh T. McDonald                                                          							

                                                                                                                                              							TITLE:  President & Chief Executive Officer               

 

ATTEST:                                                                                                                               					ENTERGY GULF STATES LOUISIANA, L.L.C.

/s/ Ann G. Roy                                                     			                                                                 BY:/s/ E. Renae Conley

Ann G. Roy                                                                                                                            					NAME:           E. Renae Conley                                         
						                                                                                                                                              						TITLE: President and Chief Executive Officer          

						 

ATTEST:                                                                                                                               					ENTERGY LOUISIANA, LLC

/s/ Ann G. Roy                                                     			                                                                  		BY:/s/ E. Renae Conley
Ann G. Roy                                                                                                                            					NAME:           E. Renae Conley                                            
						                                                                                                                                              						TITLE: President and Chief Executive Officer             

						 

ATTEST:                                                                                                                               					ENTERGY MISSISSIPPI, INC.

/s/ Ann G. Roy                                                     			                                                                  		BY:/s/ Carolyn C. Shanks                                           			
Ann G. Roy                                                                                                                            					NAME:_____Carolyn C. Shanks                               
						                                                                                                                                              						TITLE:  President & Chief Executive Officer                

						 

ATTEST:                                                                                                                               					ENTERGY NEW ORLEANS, INC.

/s/ Ann G. Roy                                                     			                                                                  		BY:/s/ Roderick K. West                                           			
Ann G. Roy                                                                                                                            					NAME:_____Roderick K. West                               
						                                                                                                                                              						TITLE:  President & Chief Executive Officer               

						 

ATTEST:                                                                                                                               					ENTERGY TEXAS, INC.

/s/ Ann G. Roy                                                     			                                                                  		BY:/s/ Joseph F. Domino                                            			
Ann G. Roy                                                                                                                            					NAME:_____Joseph F. Domino                                
						                                                                                                                                              						TITLE:  President & Chief Executive Officer               

						 

ATTEST:                                                                                                                               					ENTERGY SERVICES, INC.

/s/ Ann G. Roy                                                     			                                                                  		BY:/s/ Gary J. Taylor                                                  				
Ann G. Roy                                                                                                                            					NAME:______Gary J. Taylor                                    

						                                                                                                                                              						TITLE:_President & Chief Executive Officer