Exhibit 10(a)89

                       RETENTION AGREEMENT

     THIS AGREEMENT, executed on October 30, 2000 and effective
as of July 29, 2000, by and between Entergy Corporation, a
Delaware corporation (`Company"), and Jerry W. Yelverton
("Executive").

     WHEREAS, Executive is currently employed by, and serves in
the position of President and Chief Executive Officer of Entergy
Operations, Inc., a System employer;

     WHEREAS, Company has entered into an Agreement and Plan of
Merger, by and among Company, FPL Group, Inc., WCB Holding Corp.
(the "Merged Entity"), Ranger Acquisition Corp. and Ring
Acquisition Corp., dated as of July 30, 2000 (the "Ring-Ranger
Merger Agreement");

     WHEREAS, Company wishes to encourage Executive to remain
employed by a System employer and provide services to the System;
and

     WHEREAS, Executive wishes to remain in the employ of a
System employer and to provide services to the System;

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Company and Executive hereby
agree as follows:

1.Defined Terms. The definitions of capitalized terms used in
  this Agreement are provided in the last Section hereof.

2.Covenants Summarized. Company and Executive covenant as
  follows:

  2.1  Company's Covenants. In order to induce Executive to
       remain within the System, Company agrees, under the
       conditions described herein, to pay Executive the payments
       and benefits described herein upon the circumstances
       described in Sections 3, 4 and 6 below. This Agreement
       shall not be construed as creating an express or implied
       contract of employment and, except as otherwise agreed in
       writing between Executive and Company, Executive shall not
       have any right to be retained in the employ of any System
       Company.

  2.2  Executive's Covenants. Executive agrees to the following:
       (A) For a period of two years following the Date of
           Termination, Executive shall not engage in any employment
           or other activity (without the prior written consent
           of Company) either in his individual capacity or
           together with any other person, corporation, governmental
           agency or body, or other entity, that is (i) listed in the
           Standard & Poor's Electric Index or the Dow Jones
           Utilities Index; or (ii) in competition with, or similar
           in nature to, any business conducted by any System
           Company at any time during such period, 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 period.  In the event of any violation
           by Executive of this paragraph (A) of subsection 2.2,
           Executive shall repay to Company, within 5 business
           days of Company's written request therefor, any amounts
           previously paid to him pursuant to subsections 3.1
           and 3.5, and Executive shall have no further
           entitlement to receive any additional payments or
           benefits under such subsections.

       (B) For  a  period  of two years following  the  Date  of
           Termination, Executive agrees not to take any  action
           or  make  any  statement, written  or  oral,  to  any
           current or former employee of any System Company,  or
           to  any  other  person, which disparages  any  System
           Company,  its  management, directors or shareholders,
           or  its practices, or which disrupts or impairs their
           normal  operations, including actions  or  statements
           (i)  that  would harm the reputation  of  any  System
           Company  with  its clients, suppliers,  employees  or
           the   public;  or  (ii)  that  would  interfere  with
           existing  or  prospective contractual  or  employment
           relationships   with  any  System  Company   or   its
           clients, suppliers or employees. In the event of  any
           violation by Executive of this paragraph (B) of  this
           subsection  2.2,  Executive shall repay  to  Company,
           within  5 business days of Company's written  request
           therefor,  any  amounts in respect of  the  Retention
           Bonus  previously paid to him pursuant to subsections
           3.1  and  3.5,  and Executive shall have  no  further
           entitlement  to  receive any additional  payments  or
           benefits under and of such subsections.

3.Compensation  Upon Certain Events. This Section  3  sets  forth
  the  entitlement  of  Executive or  his  beneficiary  (ies)  to
  certain  payments  and  benefits under specified  circumstances
  described  in  each  subsection, and,  with  the  exception  of
  subsections  3.1 and 3.2, in no event shall Executive  and  his
  beneficiary  (ies) be entitled to payments and  benefits  under
  more than one such subsection.

  3.1  Retention Payments.  If at the first  anniversary  of  the
       Closing,  Executive  remains  employed  by  the  surviving
       merged  entity,  Executive shall receive payment  of  one-
       third  of  the  Retention Bonus at such first  anniversary
       date.  If  Executive  remains employed  by  the  surviving
       merged   entity   through   and   including   the   second
       anniversary  of the Closing, then Executive shall  receive
       payment  of  one-half  of the remaining  unpaid  Retention
       Bonus  at  such  second  anniversary  date.  If  Executive
       remains  employed by the surviving merged  entity  through
       and  including the third anniversary of the Closing,  then
       Executive  shall  receive payment of the remaining  unpaid
       Retention Bonus at such third anniversary date.

  3.2  Physical  or  Mental  Illness.  During  any  period   that
       Executive  fails  to perform Executive's full-time  duties
       within  the  System  as  a result  of  incapacity  due  to
       physical or mental illness, his System employer shall  pay
       Executive's  full  salary  to Executive  at  the  rate  in
       effect  at  the commencement of any such period,  together
       with  all  compensation and benefits payable to  Executive
       under  the  terms  of any compensation  or  benefit  plan,
       program  or  arrangement (other than Company's  short-  or
       long-term  disability plan, as applicable)  maintained  by
       Company  during such period, until Executive's  employment
       is terminated by his System employer for Disability.

  3.3  Termination  of  Employment by Company For  Cause  at  Any
       Time.  If  Company should terminate Executive's employment
       with the System for Cause at any time, Executive shall  be
       entitled  only  to  Executive's  Accrued  Obligations  and
       Normal Post-Termination Compensation and Benefits.

  3.4  Termination  of  Employment  by  Executive  Without   Good
       Reason  at  Any  Time. If Executive terminates  employment
       with  the  System without Good Reason, Executive shall  be
       entitled  to  Executive's Accrued Obligations  and  Normal
       Post-Termination Compensation and Benefits.  In  addition,
       if  Executive's terminates his employment after  March  1,
       2001,  and provided Executive gives Company at least three
       months   advance  notice  of  such  intention  to  retire,
       Executive  shall have Company's permission to  retire  for
       purposes  of  receiving  benefits under  the  Supplemental
       Retirement  Plan  of Entergy Corporation and  Subsidiaries
       and  under the System Executive Retirement Plan of Entergy
       Corporation  and  Subsidiaries, subject, however,  to  the
       forfeiture provisions contained therein.

  3.5  Qualifying  Termination.  If  Executive's  employment   is
       terminated   due   to   a  Qualifying  Termination,   then
       Executive  shall receive Executive's Accrued  Obligations,
       Target   LTIP  Award,  Other  EOP  Awards,  Normal   Post-
       Termination  Compensation and Benefits, and any  remaining
       unpaid  Retention  Bonus. Payment of the  Retention  Bonus
       shall  be  in  lieu  of  any further  salary  payments  to
       Executive   for  periods  subsequent  to   the   Date   of
       Termination  (if  any)  and  in  lieu  of  any  retention,
       severance,   termination  or  similar  benefit   otherwise
       payable  to Executive under any plan, program, arrangement
       or agreement of or with any System Company.

  3.6  Termination   On  Account  of  Death  or  Disability.   If
       Executive's  employment  should terminate  on  account  of
       death  or Disability before the earlier of the termination
       of  the  Merger Agreement or the third anniversary of  the
       Closing,    Executive   or   his   personal    or    legal
       representatives,  executors,  administrators,  successors,
       heirs,  distributees, devisees and legatees (in the  event
       of  Executive's  death) shall receive Executive's  Accrued
       Obligations,  Target LTIP Award, Other EOP Awards,  Normal
       Post-Termination  Compensation  and  Benefits,   and   any
       remaining unpaid Retention Bonus.

4.Gross-Up Payment.

  4.1  Regardless  of whether Executive becomes entitled  to  any
       payments or benefits under this Agreement, if any  of  the
       payments  or  benefits  received  or  to  be  received  by
       Executive   (whether  pursuant  to  the  terms   of   this
       Agreement  or  any  other plan, arrangement  or  agreement
       with  any System Company) (all such payments and benefits,
       excluding   the   Gross-Up  Payment,   being   hereinafter
       referred  to as the "Total Payments") will be  subject  to
       the  Excise  Tax,  Company  shall  pay  to  Executive   an
       additional amount (the "Gross-Up Payment") such  that  the
       net  amount retained by Executive, after deduction of  any
       Excise  Tax  on the Total Payments and any federal,  state
       and  local income and employment taxes and Excise Tax upon
       the   Gross-Up  Payment,  shall  be  equal  to  the  Total
       Payments.

4.2  For  purposes  of  determining  whether  any  of  the  Total
     Payments will be subject to the Excise Tax and the amount of
     such  Excise  Tax,  (i) all of the Total Payments  shall  be
     treated  as  "parachute  payments" (within  the  meaning  of
     section  280G(b) (2) of the Code) unless, in the opinion  of
     tax   counsel  ("Tax  Counsel")  reasonably  acceptable   to
     Executive  and  selected by the accounting firm  which  was,
     immediately  prior  to  the Closing,  Company's  independent
     auditor (the "Auditor"), such payments or benefits (in whole
     or  in part) do not constitute parachute payments, including
     by  reason of section 280G(b) (4) (A) of the Code, (ii)  all
     "excess  parachute payments" within the meaning  of  section
     280G(b) (I) of the Code shall be treated as subject  to  the
     Excise  Tax  unless,  in the opinion of  Tax  Counsel,  such
     excess  parachute payments (in whole or in  part)  represent
     reasonable  compensation  for  services  actually   rendered
     (within the meaning of section 280G(b) (4) (B) of the  Code)
     in  excess  of the Base Amount allocable to such  reasonable
     compensation,  or are otherwise not subject  to  the  Excise
     Tax,  and  (iii) the value of any non-cash benefits  or  any
     deferred  payment  or  benefit shall be  determined  by  the
     Auditor  in  accordance  with  the  principles  of  sections
     280G(d) (3) and (4) of the Code. For purposes of determining
     the  amount  of  the  Gross-Up Payment, Executive  shall  be
     deemed  to  pay  federal income tax at the highest  marginal
     rate  of  federal  income taxation in the calendar  year  in
     which the Gross-Up Payment is to be made and state and local
     income taxes at the highest marginal rate of taxation in the
     state  and locality of Executive's residence on the Date  of
     Termination (or if there is no Date of Termination, then the
     date  on  which  the  Gross-Up  Payment  is  calculated  for
     purposes of this Section 4), net of the maximum reduction in
     federal  income taxes which could be obtained from deduction
     of such state and local taxes.

4.3  In the event that the Excise Tax is finally determined to be
     less  than  the  amount  taken  into  account  hereunder  in
     calculating the Gross-Up Payment, Executive shall  repay  to
     Company,  within five (5) business days following  the  time
     that  the  amount  of such reduction in the  Excise  Tax  is
     finally  determined,  the portion of  the  Gross-Up  Payment
     attributable  to  such reduction plus that  portion  of  the
     Gross-Up Payment attributable to the Excise Tax and federal,
     state  and local income and employment taxes imposed on  the
     Gross-Up  Payment being repaid by Executive, to  the  extent
     that such repayment results in a reduction in the Excise Tax
     and  a  dollar-for-dollar reduction in  Executive's  taxable
     income  and wages for purposes of federal, state  and  local
     income and employment taxes, plus interest on the amount  of
     such  repayment at 120% of the rate provided in  section  12
     74(b) (2) (B) of the Code. In the event that the Excise  Tax
     is  determined  to  exceed  the amount  taken  into  account
     hereunder in calculating the Gross-Up Payment (including  by
     reason  of  any  payment the existence or  amount  of  which
     cannot  be  determined at the time of the Gross-Up Payment),
     Company shall make an additional Gross-Up Payment in respect
     of  such  excess (plus any interest, penalties or  additions
     payable  by  Executive with respect to such  excess)  within
     five (5) business days following the time that the amount of
     such  excess  is finally determined. Executive  and  Company
     shall each reasonably cooperate with the other in connection
     with  any  administrative or judicial proceedings concerning
     the  existence  or amount of liability for Excise  Tax  with
     respect to the Total Payments.

5.Rabbi  Trust; Timing of Payments. No later than 180  days  from
  the  execution of this Agreement, Company shall deposit in  the
  Trust   for  Deferred  Payments  of  Entergy  Corporation   and
  Subsidiaries ("Trust") an amount as determined by  the  Auditor
  (as  defined in Section 4.2) to be necessary to pay all amounts
  that   would   be  due  under  this  Agreement   if   Executive
  experienced  a  Qualifying Termination event  on  December  31,
  2000.   Company  shall  deposit  such  additional  amounts   as
  determined by the Auditor from time to time to be necessary  to
  pay  amounts due under the Agreement. The payments provided  in
  Sections 3 and 4 hereof shall be made not later than the  fifth
  business  day  following  the Date  of  Termination;  provided,
  however,  that  if  the  amounts of  such  payments  cannot  be
  finally determined on or before such day, Company shall pay  to
  Executive on such day an estimate, as determined in good  faith
  by  Executive  or,  in  the case of payments  under  Section  4
  hereof,  in  accordance with Section 4 hereof, of  the  minimum
  amount  of such payments to which Executive is clearly entitled
  and  shall  pay  the remainder of such payments (together  with
  interest  on  the unpaid remainder (or on all such payments  to
  the  extent  Company fails to make such payments when  due)  at
  120%  of the rate provided in section 12 74(b) (2) (B)  of  the
  Code)  as soon as the amount thereof can be determined, but  in
  no  event  later  than  the thirtieth day  after  the  Date  of
  Termination.  In  the event that the amount  of  the  estimated
  payments  exceeds  the amount subsequently determined  to  have
  been  due,  such excess shall constitute a loan by  Company  to
  Executive,  payable on the fifth business day after  demand  by
  Company  (together with interest at 120% of the  rate  provided
  in  section  1274(b)  (2)(B) of the Code).  At  the  time  that
  payments  are made under this Agreement, Company shall  provide
  Executive with a written statement setting forth the manner  in
  which  such  payments were calculated and the  basis  for  such
  calculations  including, without limitation,  any  opinions  or
  other  advice  Company  has  received  from  Tax  Counsel,  the
  Auditor  or  other  advisors  or  consultants  (and  any   such
  opinions  or  advice which are in writing shall be attached  to
  the  statement). Notwithstanding any provision of this  Section
  5  to the contrary, if Executive is entitled to receive payment
  of  a  portion  of  the  Retention  Bonus  in  accordance  with
  subsection  3.1,  such  benefit  shall  be  payable  under  the
  circumstances  described in subsection 3.1, without  regard  to
  termination of employment.

6.Legal Fees. Company also shall pay to Executive all legal  fees
  and  expenses incurred by Executive in disputing in good  faith
  any  issue hereunder relating to the termination of Executive's
  employment,  in seeking in good faith to obtain or enforce  any
  benefit  or  right provided by this Agreement or in  connection
  with any tax audit or proceeding to the extent attributable  to
  the  application of section 4999 of the Code to any payment  or
  benefit  provided hereunder. Any such payments  shall  be  made
  within  five  (5) business days after delivery  of  Executive's
  written  request for payment accompanied with such evidence  of
  fees and expenses incurred as Company reasonably may require.

7.Superceded  Agreements and Benefits. This Agreement  supercedes
  any  other  agreements or representations, oral  or  otherwise,
  express  or implied, with respect to the subject matter  hereof
  which  have  been  made  by Executive or  any  System  Company,
  including,  but  not limited to, the Retention Agreement  dated
  July  12,  2000, and any other term sheets or offers  preceding
  execution  of  this Agreement. Notwithstanding  the  foregoing,
  this  Agreement does not supercede the terms and conditions  of
  Executive's  participation in the System  Executive  Retirement
  Plan   of   Entergy  Corporation  and  Subsidiaries   and   the
  Supplemental   Retirement  Plan  of  Entergy  Corporation   and
  Subsidiaries  (except  for  guaranteed  Company  permission  to
  retire  under  either  plan  if the  conditions  set  forth  in
  Section  3.4  of this Agreement are satisfied). Notwithstanding
  any  other  provision  to the contrary, Executive  acknowledges
  that  benefits  provided under this Agreement are  in  lieu  of
  participation  in,  and any payment that might  otherwise  have
  been  payable  under, the System Executive Continuity  Plan  of
  Entergy  Corporation  and Subsidiaries  and  any  other  System
  severance  or retention plan, and Executive hereby  waives  any
  right to participate in such plans.

8.Termination Procedures and Compensation During Dispute.

  8.1  Notice  of  Termination.  Any  purported  termination   of
       Executive's  employment (other than by  reason  of  death)
       shall  be  communicated by written Notice  of  Termination
       from  one  party  hereto  to the  other  party  hereto  in
       accordance  with  this  Section 8. For  purposes  of  this
       Agreement, a "Notice of Termination" shall mean  a  notice
       which  shall  indicate the specific termination  provision
       in  this  Agreement  relied upon and shall  set  forth  in
       reasonable  detail the facts and circumstances claimed  to
       provide  a basis for termination of Executive's employment
       under  the  provision so indicated. Further, a  Notice  of
       Termination for Cause pursuant to clauses (i) or  (ii)  of
       Section  16.6  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  Board at a meeting of the Board which was  called
       and  held  for the purpose of considering such termination
       (after  reasonable notice to Executive and an  opportunity
       for  Executive, together with Executive's counsel,  to  be
       heard  before the Board) finding that, in the  good  faith
       opinion of the Board, Executive was guilty of conduct  set
       forth  in  clause (i) or (ii) of the definition  of  Cause
       herein, and specifying the particulars thereof in detail.

  8.2  Date  of Termination.  "Date of Termination,"  shall  mean
       (i)   if   Executive's  employment   is   terminated   for
       Disability,  thirty (30) days after Notice of  Termination
       is  given (provided that Executive shall not have returned
       to  the full-time performance of Executive's duties during
       such  thirty  (30)  day period), and (ii)  if  Executive's
       employment  is terminated for any other reason,  the  date
       specified  in  the Notice of Termination  (which,  in  the
       case  of a termination by Company, shall not be less  than
       thirty (30) days (except in the case of a termination  for
       Cause)  and,  in the case of a termination  by  Executive,
       shall  not  be less than fifteen (15) days nor  more  than
       sixty  (60) days, respectively, from the date such  Notice
       of Termination is given).

  8.3  Dispute Concerning Termination. If within fifteen (15)
       days after any Notice of Termination is given, or, if later,
       prior to the Date of Termination (as determined without regard
       to this Section 8.3), the party receiving such Notice of
       Termination notifies the other party that a dispute exists
       concerning the termination, the Date of Termination shall
       be extended until the date on which the dispute is finally
       resolved,  either by mutual written agreement of the parties
       or by a final judgment, order or decree of an arbitrator or
       a court of competent jurisdiction (which is not appealable or
       with respect to which the time for appeal therefrom has expired
       and no appeal has been perfected); provided, however, that the
       Date of Termination shall be extended by a notice of dispute
       given by Executive only if such notice is given in good faith
       and Executive pursues the resolution of such dispute with
       reasonable diligence.

  8.4  Compensation During  Dispute. If a  purported  termination
       occurs  and  the  Date  of  Termination  is  extended   in
       accordance   with  Section  8.3  hereof,   Company   shall
       continue to pay Executive the full compensation in  effect
       when  the  notice  giving rise to the  dispute  was  given
       (including,  but  not  limited to,  salary)  and  continue
       Executive  as  a participant in all compensation,  benefit
       and  insurance  plans in which Executive was participating
       when  the  notice  giving rise to the dispute  was  given,
       until   the   Date  of  Termination,  as   determined   in
       accordance  with  Section 8.3 hereof. Amounts  paid  under
       this Section 8.4 are in addition to all other amounts  due
       under  this  Agreement  (other than  Executive  s  Accrued
       Obligations)  and  shall not be offset against  or  reduce
       any other amounts due under this Agreement.

9.No  Mitigation. Company agrees that Executive is  not  required
  to  seek  other employment or to attempt in any way  to  reduce
  any  amounts  payable  to  Executive  by  Company  pursuant  to
  Sections 3, 4, or 6 hereof or Section 8.4 hereof. Further,  the
  amount  of  any  payment  or  benefit  provided  for  in   this
  Agreement  shall not be reduced by any compensation  earned  by
  Executive  as the result of employment by another employer,  by
  retirement  benefits, by offset against any amount  claimed  to
  be  owed by Executive to Company, or otherwise (other than  (i)
  as otherwise provided in subsection 2.2 (A) and (B)).

10.    Successors: Binding Agreement.

  10.1In  addition  to any obligations imposed by  law  upon  any
       successor  to Company, Company will require any  successor
       (whether   direct   or  indirect,  by  purchase,   merger,
       consolidation  or  otherwise) to all or substantially  all
       of  the  business  and/or assets of Company  to  expressly
       assume  and  agree to perform this Agreement in  the  same
       manner  and  to  the  same extent that  Company  would  be
       required  to  perform it if no such succession  had  taken
       place.  Failure  of Company to obtain such assumption  and
       agreement   prior  to  the  effectiveness  of   any   such
       succession shall be a breach of this Agreement  and  shall
       entitle  Executive  to compensation from  Company  in  the
       same  amount and on the same terms as Executive  would  be
       entitled  to  hereunder if Executive were to experience  a
       Qualifying  Termination,  except  that,  for  purposes  of
       implementing  the foregoing, the date on  which  any  such
       succession becomes effective shall be deemed the  Date  of
       Termination.

 10.2  This  Agreement  shall  inure  to  the  benefit of and  be
       enforceable    by    Executive's   personal    or    legal
       representatives,  executors,  administrators,  successors,
       heirs,  distributees, devisees and legatees. If  Executive
       shall  die  while  any amount would still  be  payable  to
       Executive  hereunder (other than amounts which,  by  their
       terms,   terminate  upon  the  death  of   Executive)   if
       Executive had continued to live, all such amounts,  unless
       otherwise  provided  herein, shall be paid  in  accordance
       with  the  terms  of  this  Agreement  to  the  executors,
       personal  representatives or administrators of Executive's
       estate.

11. Notices.  For the purpose of this Agreement, notices  and
    all  other  communications provided for in the Agreement  shall
    be  in writing and shall be deemed to have been duly given when
    delivered  or  mailed by United States registered mail,  return
    receipt  requested, postage prepaid, to the  following  address
    shown  below  or  thereafter to such other  address  as  either
    party  may have furnished to the other in writing in accordance
    herewith,  except  that notice of change of  address  shall  be
    effective only upon actual receipt:

  If to Company:                                  If to Executive:
  J. Wayne Leonard                                Jerry W. Yelverton
  Chief Executive Officer, Entergy Corporation    102 Bristol Court
  639 Loyola Avenue                               Madison, Mississippi 39110
  New Orleans, LA 70113-3 125

12. Miscellaneous.  No  provision of this  Agreement  may  be
    modified,   waived   or   discharged   unless   such    waiver,
    modification  or discharge is agreed to in writing  and  signed
    by   Executive   and  such  officer  as  may  be   specifically
    designated  by the Board. No waiver by either party  hereto  at
    any  time of any breach by the other party hereto of, or of any
    lack  of  compliance with, any condition or provision  of  this
    Agreement  to be performed by such other party shall be  deemed
    a  waiver of similar or dissimilar provisions or conditions  at
    the  same  or  at any prior or subsequent time. This  Agreement
    supersedes  any  other agreements or representations,  oral  or
    otherwise,  express  or implied, with respect  to  the  subject
    matter  hereof which have been made by either party.  The  laws
    of   the   State   of  Delaware  shall  govern  the   validity,
    interpretation,   construction   and   performance   of    this
    Agreement.  All  references to sections of the  Code  shall  be
    deemed  also  to  refer  to any successor  provisions  to  such
    sections.  Any  payments provided for hereunder shall  be  paid
    net  of  any  applicable  withholding required  under  federal,
    state  or  local  law and any additional withholding  to  which
    Executive has agreed.

13. Validity.  The  invalidity  or  unenforceability  of  any
    provision  of this Agreement shall not affect the  validity  or
    enforceability of any other provision of this Agreement,  which
    shall remain in full force and effect.

14. Counterparts. This Agreement may be executed  in  several
    counterparts, each of which shall be deemed to be  an  original
    but  all  of  which together will constitute one and  the  same
    instrument.

15.    Settlement of Disputes; Arbitration.

       15.1  All  claims  by  Executive for benefits  under  this
       Agreement  shall  be  directed to and  determined  by  the
       Committee  and  shall be in writing.  Any  denial  by  the
       Committee  of  a  claim for benefits under this  Agreement
       shall  be delivered to Executive in writing and shall  set
       forth  the  specific  reasons  for  the  denial  and   the
       specific  provisions of this Agreement  relied  upon.  The
       Committee   shall  afford  a  reasonable  opportunity   to
       Executive  for  a review of the decision denying  a  claim
       and  shall  further  allow  Executive  to  appeal  to  the
       Committee  a decision of the Committee within  sixty  (60)
       days  after notification by the Committee that Executive's
       claim has been denied.

       15.2   Any   further  dispute  or    controversy   arising
       under  or  in  connection  with this  Agreement  shall  be
       settled  exclusively  by arbitration in  the  metropolitan
       area   in   which  Executive  resides  on  the   Date   of
       Termination  (or  the  date that the Merger  Agreement  is
       terminated,  as applicable) in accordance with  the  rules
       of  the  American Arbitration Association then in  effect;
       provided,  however,  that  the evidentiary  standards  set
       forth  in  subsections 16.6 and 16.16  of  this  Agreement
       shall  be  applied by the arbitrator(s). Judgment  may  be
       entered  on  the  arbitrator's award in any  court  having
       jurisdiction.  Notwithstanding  any  provision   of   this
       Agreement to the contrary, Executive shall be entitled  to
       seek  specific performance of Executive's right to be paid
       until  the Date of Termination during the pendency of  any
       dispute  or  controversy arising under  or  in  connection
       with this Agreement.

16. Definitions.   For  purposes  of  this  Agreement,   the
    following terms shall have the meanings indicated below:

  16.1Accrued  Obligations  shall mean  Executive's  Annual  Base
      Salary  through the Date of Termination to the  extent  not
      theretofore  paid,  together with all  unpaid  compensation
      and  benefits  payable to Executive  through  the  Date  of
      Termination  under the terms of Company's compensation  and
      benefit  plans,  programs  or  arrangements  as  in  effect
      immediately  prior to the Date of Termination or,  if  more
      favorable to Executive, as in effect immediately  prior  to
      the   first   occurrence  of  an  event   or   circumstance
      constituting Good Reason.

  16.2Annual  Base Salary shall mean the highest rate  of  annual
      base  salary payable to Executive by the System at any time
      after   July  29,  2000,  the  date  on  which  the   Board
      authorized the Chief Executive Officer of Company to  enter
      this Agreement with Executive.

  16.3Auditor  shall  have the meaning set forth in  Section  4.2
      hereof.

  16.4Base  Amount  shall have the meaning set forth  in  section
      280G(b) (3) of the Code.

  16.5Board shall mean the Board of Directors of Company.

  16.6Cause   for   termination   by   Company   of   Executive's
      employment  shall  mean  (i)  the  willful  and   continued
      failure  by  Executive to substantially perform Executive's
      System  duties (other than any such failure resulting  from
      Executive'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
      Executive  pursuant  to Section 8.1 hereof)  that  has  not
      been  cured  within  30  days after a  written  demand  for
      substantial  performance is delivered to Executive  by  the
      Board,  which demand specifically identifies the manner  in
      which   the   Board   believes  that  Executive   has   not
      substantially  performed  Executive's  duties;   (ii)   the
      willful   engaging  by  Executive  in  conduct   which   is
      demonstrably and materially injurious to a System  Company,
      monetarily  or otherwise, and which results in a conviction
      of or entrance of a plea of guilty or nolo contendere to  a
      felony;   or   (iii)   Executive's  willful   failure,   as
      determined  by  J.  Wayne  Leonard,  the  Company's   Chief
      Executive  Officer as of the date hereof, to fully  support
      and   use  Executive's  best  efforts  to  facilitate   the
      consummation  of  the  transactions  contemplated  by   the
      Merger  Agreement  (until  the  Merger  Agreement  may   be
      terminated)   in   accordance  with   Company   directives;
      provided,   however,  that  it  shall  not  be  Cause   for
      termination under this clause (iii) for Executive, in  good
      faith,  to  discuss with members of the Board of Directors,
      the  Chief  Executive Officer of Company,  or  peer  senior
      executives   of   Company,   Executive's   concerns   with,
      suggestions  regarding, or proposed  improvements  to,  the
      merger implementation process. For purposes of clauses  (i)
      and  (ii)  of  this definition, (x) no act, or  failure  to
      act,  on Executive's part shall be deemed "willful"  unless
      done, or omitted to be done, by Executive in bad faith  and
      without  reasonable belief that Executive's act, or failure
      to  act, was in the best interest of the System; and (y) in
      the  event of a dispute concerning the application of  this
      provision, no claim by Company that Cause exists  shall  be
      given  effect  unless Company establishes to the  Committee
      (and to the arbitrator(s) in the event of arbitration of  a
      dispute  or  controversy hereunder) by clear and convincing
      evidence  that  Cause  exists.  For  purposes  of   clauses
      (i),(ii),  (iii) of this definition, no acts  of  Executive
      that  occurred before execution of this Agreement shall  be
      deemed  justification for a Cause claim by  Company  unless
      said  acts were unknown to Company management and  involved
      the commission of a felony injurious to a System Company.

  16.7Closing   shall   mean  the  earlier  to   occur   of   (i)
      consummation of the transactions contemplated by the  Ring-
      Ranger  Merger  Agreement  or  (ii)  the  occurrence  of  a
      "Change  in  Control"  (as defined in  Company's  Executive
      Continuity Plan in effect on the date hereof).

  16.8Code  shall  mean  the  Internal Revenue Code of  1986,  as
      amended from time to time.

  16.9Committee  shall  mean  (i)  the  individuals  who, on  the
      date  hereof,  constitute the Personnel  Committee  of  the
      Board,  plus  (ii)  in  the event  that  fewer  than  three
      individuals  are  available from  the  group  specified  in
      clause  (i) 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 (ii)).

 16.10Company  shall  mean  Entergy Corporation and shall include
      any successor to its business  and/or assets  which assumes
      and agrees to perform  this Agreement by  operation of law,
      or otherwise.

 16.11Date  of  Termination shall have the meaning set  forth  in
      Section 8.2 hereof.

 16.12Disability shall  be  deemed the reason for the termination
      by a System employer of Executive's  employment,  if, as  a
      result  of Executive's incapacity due to physical or mental
      illness,   Executive  shall  have  been  absent   from  the
      full-time performance of Executive's duties with the System
      for a period of six  (6) consecutive  months, Company shall
      have given Executive a Notice of Termination for Disability,
      and,   within  thirty (30)  days  after  such   Notice   of
      Termination  is  given, Executive   shall not have returned
      to the full-time performance of Executive's duties.

 16.13EOP   shall  mean  the  Equity  Ownership  Plan  of  Entergy
      Corporation   and   Subsidiaries,  or   any   successor   or
      replacement plan.

 16.14Excise  Tax shall mean any excise tax imposed under  section
      4999 of the Code.

 16.15Executive  shall  mean the individual  named  in  the  first
      paragraph of this Agreement.

 16.16Good  Reason  for  termination by Executive  of  Executive's
      employment  shall  mean the occurrence (without  Executive's
      express written consent) of any one of the following acts by
      Company,  or failure by Company to act, unless, in the  case
      of any act or failure to act described in paragraph (B) (F),
      (G),  or  (H) below, such act or failure to act is corrected
      prior to the Date of Termination specified in the Notice  of
      Termination given in respect thereof:

     (A) for  the  period  through  and  including  the  date  of
         Closing, the substantial reduction or alteration in  the
         nature    or    status   of   Executive's   duties    or
         responsibilities from those in effect  on  the  date  of
         this   Agreement,   other  than  an  insubstantial   and
         inadvertent  act  that is remedied by  Company  promptly
         after  receipt of notice thereof given by Executive  and
         other  than  any such alteration primarily  attributable
         to  the  fact  that Company may no longer  be  a  public
         company;

     (B) following  the date of Closing, the failure  of  Company
         to  provide  Executive with a position in the  surviving
         merged  entity,  the responsibilities of which  include,
         at  a  minimum, nuclear operational responsibilities  as
         of  the  date  of  this Agreement for Company's  current
         nuclear  operations, and (1) the employment location  of
         which   shall  be,  at  the  discretion  of  the   Chief
         Executive  Officer of the surviving merged  entity,  not
         more  than 20 miles from (a) Executive's principal place
         of  employment  on  the date hereof,  or  (b)  Company's
         nuclear     operations    headquarters    in    Jackson,
         Mississippi,  or (c) the corporate headquarters  of  the
         Merged   Entity  (or  of  any  other  party  (or  parent
         thereof)  to the Merger Agreement), except for  required
         travel  on Company's business to an extent substantially
         consistent  with  Executive's present  business  travel,
         and  (2)  with relocation and interim living  allowances
         no  less  than  those available to Company's  executives
         (or  to  FPL  Group's executives, (or the executives  of
         any  other  party  (or  parent thereof)  to  the  Merger
         Agreement), if higher) as in effect on the date  hereof,
         in  the  event  relocation is required  consistent  with
         this subsection;

      (C)the   relocation  of  Executive's  principal  place   of
         employment  to  a  location  more  than  20  miles  from
         Executive's  principal place of employment on  the  date
         hereof  or  Company's requiring Executive  to  be  based
         anywhere  other than such principal place of  employment
         (or  permitted relocation thereof) except  for  required
         travel  on Company's business to an extent substantially
         consistent  with  Executive s  present  business  travel
         obligations, provided, however, that this paragraph  (C)
         shall  not  apply in the event Executive is  provided  a
         position  in  the surviving merged entity in  accordance
         with (B) above;

      (D)a reduction by Company in Executive's annual base
         salary as in effect on the date hereof or as the same
         may be increased from time to time;

      (E)the failure by Company to pay to Executive any
         portion of Executive's current compensation, or to pay
         to Executive any portion of an installment of deferred
         compensation under any deferred compensation program of
         Company, within seven (7) days of the date such
         compensation is due;

      (F)the failure by Company to continue in effect any
         compensation plan in which Executive participates on or
         after the date hereof which is material to Executive s
         total compensation, unless an equitable arrangement
         (embodied in an ongoing substitute or alternative plan)
         has been made with respect to such plan, or the failure
         by Company to continue Executive'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 Executive's participation relative to
         other participants, as existed on the date hereof (or
         as the same may be improved after the date hereof);

      (G)the failure by Company to continue to provide
         Executive with benefits substantially similar to those
         enjoyed by Executive under any of Company's pension,
         savings, life insurance, medical, health and accident,
         or disability plans in which Executive participates on
         or after the date hereof, the taking of any other
         action by Company which would directly or indirectly
         materially reduce any of such benefits or deprive
         Executive of any material fringe benefit enjoyed by
         Executive on or after the date hereof, or the failure
         by Company to provide Executive with the number of paid
         vacation days to which Executive is entitled on the
         basis of years of service with Company in accordance
         with Company's normal vacation policy in effect on the
         date hereof (or as the same may be improved after the
         date hereof); or

      (H)any purported termination of Executive's
         employment that is not effected pursuant to a Notice of
         Termination satisfying the requirements of Section 8.1
         hereof; for purposes of this Agreement, no such
         purported termination shall be effective. Executive's
         right to terminate Executive's employment for Good
         Reason shall not be affected by Executive's incapacity
         due to physical or mental illness. Executive'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 hereunder. For
         purposes of any determination regarding the existence
         of Good Reason, any claim by Executive that Good Reason
         exists shall be presumed to be correct unless Company
         establishes to the Committee (and to the arbitrator(s)
         in the event of arbitration of a dispute or controversy
         hereunder) by clear and convincing evidence that Good
         Reason does not exist.

16.17Gross-Up  Payment  shall  have  the  meaning  set  forth  in
     Section 4.1 hereof.

16.18LTIP  shall mean the Long Term Incentive Program of the EOP,
     or   any   successor  or  replacement  long-term   incentive
     program.

16.19Merger   Agreement   shall  mean  the   Ring-Ranger   Merger
     Agreement  or any other agreement, the consummation  of  the
     transactions  contemplated  by  which  would  constitute   a
     "Change   in   Control"   under  the   Company's   Executive
     Continuity Plan, as in effect on the date hereof.

16.20Normal  Post-Termination  Compensation  and  Benefits  shall
     mean  Executive's  normal post-termination compensation  and
     benefits as such payments become due, and determined  under,
     and   paid   in   accordance  with,  Company's   retirement,
     insurance and other compensation or benefit plans,  programs
     and  arrangements as in effect immediately prior to the Date
     of  Termination  or, if more favorable to Executive,  as  in
     effect  immediately  prior to the occurrence  of  the  first
     event or circumstance constituting Good Reason.

16.21Notice  of Termination shall have the meaning set  forth  in
     Section 8.1 hereof.

16.22Other  EOP  Awards shall mean (a) the vesting of, and  lapse
     of  restrictions on, all restricted shares,  stock  options,
     and  other  awards  (excluding awards under  the  LTIP),  as
     applicable,  granted  to Executive  prior  to  the  Date  of
     Termination,  to  the extent such shares, options  or  other
     awards have not already vested or restrictions thereon  have
     not   yet  lifted,  including,  but  not  limited   to   the
     restricted  units  granted to Executive  under  the  EOP  by
     Retention  Agreement  dated  July  12,  2000,  and  (b)  the
     extension of the period during which stock options shall  be
     exercisable   for  the  remainder  of  the   ten-year   term
     extending from the grant date.

16.23Qualifying   Termination  shall  mean   a   termination   of
     Executive's employment (i) by Executive for Good  Reason  at
     any  time prior to the earlier of termination of the  Merger
     Agreement  or the third anniversary date of the Closing;  or
     (ii)  by  Company other than for Cause at any time prior  to
     the  earlier of termination of the Merger Agreement  or  the
     third anniversary date of the Closing.

16.24Retention   Bonus  shall  mean  a  total  cash   amount   of
     $2,040,000.00.

16.25System  shall  mean  Company and all other System Companies.

16.26System  Company(ies)  shall mean  Company  and  any  other
     corporation  80%  or more of whose stock  (based  on  voting
     power  or value) is owned directly or indirectly by  Company
     and  any  partnership or trade or business which is  80%  of
     more controlled, directly or indirectly, by Company, and any
     successor to the business and/or assets of any such  entity,
     which  term  shall  include  the  Merged  Entity  after  the
     Closing.

16.27Target  LTIP Award shall mean  the  number  of
     performance   shares   or  performance   share   units,   as
     applicable,  that  Executive shall be  entitled  to  receive
     under  the  LTIP with respect to any performance period  (as
     defined in the applicable program or plan) that includes the
     Date  of  Termination, such number to be  determined  as  if
     Executive  satisfied the remaining performance  requirements
     and  was entitled to the target pay out level under the long
     term  incentive  program with respect  to  such  performance
     periods.

16.28Tax Counsel shall have the meaning set forth in Section
     4.2 hereof.

16.29Total  Payments shall mean those payments so described  in
     Section 4.1 hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement
as  of the date first above written and effective as of July  29,
2000 in accordance with the July 29, 2000 Resolution of the Board
of Directors of Entergy Corporation.

ENTERGY CORPORATION                EXECUTIVE

By: /s/ J. Wayne Leonard               /s/ Jerry W. Yelverton
     J. Wayne Leonard                   Jerry W. Yelverton
     Chief Executive Officer            President and Chief
                                        Executive Officer,
                                        Entergy Operations, Inc.