Exhibit 10(a)82


                       RETENTION AGREEMENT

     THIS AGREEMENT, executed on October 23, 2000, and effective
as of July 29, 2000, by and between Entergy Corporation, a
Delaware corporation (Company), and Frank F. Gallaher
(Executive").

     WHEREAS, Executive is currently employed by, and serves in
the position of President, Fossil Operations and Transmission of,
Entergy Services, 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 subsection
            3.3, and Executive shall have no further entitlement
            to receive any additional payments or benefits under
            such subsections; provided that this subsection
            2.2(A) shall not apply to Executive during any period
            in which Executive is employed by TRANSCO.

       (B)  For  a  period  of two years following  the  Date  of
            Termination, Executive agrees not to rake 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  Four-Times  Severance
            Payment previously paid to him pursuant to subsection
            3.3,  and Executive shall have no further entitlement
            to  receive any additional payments or benefits under
            such  subsection; provided that this  subsection  2.2
            (B) shall not apply to Executive during any period in
            which Executive is employed by TRANSCO.

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 subsection 3.1,
  in  no  event  shall  Executive  and  his  beneficiary(ies)  be
  entitled  to  payments and benefits under more  than  one  such
  subsection.

  3.1  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.

  3.2  Termination  of  Employment by Company  For  Cause,  or  by
       Executive Without Good Reason,   at   Any   Time.  If Company
       should   terminate Executive's  employment with the System
       for Cause  at  any time   or   if  Executive  should
       terminate  his   System employment  without  Good Reason
       at  any  time,  Executive shall  be entitled only to
       Executive's Accrued Obligations and Normal Post-Termination
       Compensation and Benefits.

  3.3  Qualifying   Termination.  If  Executive's  employment  is
       terminated due to a Qualifying Termination, then Executive
       shall  be  entitled  to (a) either the Service  Bridge  or
       Normal Post-Termination Compensation and Benefits and  (b)
       receive   Executive's  Accrued  Obligations,  Supplemental
       Retirement   Benefit  (in  accordance   with   Executive's
       election), EAIP Bonus Award, Four-Times Severance Payment,
       Maximum  LTIP  Award and Other EOP Awards. However,  as  a
       condition of receipt of the Four-Times Severance  Payment,
       the   Chief  Executive  Officer  of  Company  may  require
       Executive to remain employed for a period of time  not  to
       extend  beyond  the  Closing, such  employment  to  be  on
       substantially the same terms and conditions as  in  effect
       on  the date of execution of this Agreement. In the  event
       Executive is entitled to the Service Bridge, Normal  Post-
       Termination Compensation and Benefits shall be due at  the
       conclusion of the Service Bridge.

  3.4  Termination   On   Account  of  Death  or  Disability.   If
       Executive's  employment  should terminate  on  account  of
       death or Disability prior to the earlier of termination of
       the Merger Agreement or the second anniversary of Closing,
       Executive   or  his  personal  or  legal  representatives,
       executors,     administrators,     successors,      heirs,
       distributees,  devisees  and legatees  (in  the  event  of
       death) shall receive Executive's Accrued Obligations, EAIP
       Bonus  Award,  Normal  Post-Termination  Compensation  and
       Benefits,   Four-Times  Severance  Payment,   Supplemental
       Retirement  Benefit (in accordance with  the  election  of
       Executive or his beneficiary, if applicable), Maximum LTIP
       Award  and  Other EOP Awards. The benefits provided  under
       this  subsection shall be reduced by the benefits provided
       to  Executive prior to his death or Disability  under  any
       other subsection of this Agreement, with the exception  of
       subsection 3.1.

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) (1) 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 1274(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 no 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).

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  any  term  sheets, offers, or  agreements  preceding
  execution   of  this  Agreement.  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.

  8.1Notice   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.

  8.2Date  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). Solely  for
     purposes  of  determining Executive's "Date of  Termination"
     for any reason other than termination of the Service Bridge,
     Executive's employment shall be considered terminated,  even
     though he receives the Service Bridge.

  8.3Dispute 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.

  8.4Compensation 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) and  (ii)  offsets  in
  accordance   with  the  provisions  of  the  System   Executive
  Retirement Plan of Entergy Corporation and Subsidiaries, should
  Executive  be entitled to and elect to receive the Supplemental
  Retirement Benefit in accordance with subsection 16.29(b)).

10.    Successors: Binding Agreement.

  10.1 In  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                               Frank F. Gallaher
    Chief Executive Officer, Entergy Corporation   811 Tete L'ours
    639 Loyola Avenue                              Mandeville, LA 70471
    New Orleans, LA 70113-3125


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.

  15.1All  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.

  15.2Any  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 16.19 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:

  16.1 Accrued  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  later  of
       the  Date  of Termination or the Service Bridge 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  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.

  16.13EAIP  shall mean Executive Annual Incentive  Plan  of
       Entergy  Corporation and Subsidiaries, or any successor  or
       replacement plan.

  16.14EAIP  Bonus Award shall mean the product of  (1)  the
       maximum  annual bonus opportunity under the  EAIP  for  the
       year  in  which the Date of Termination occurs  and  (2)  a
       fraction, the numerator of which is the number of  days  in
       the  fiscal year that includes the Date of Termination  and
       that  are  prior  to  the  Date  of  Termination,  and  the
       denominator of which is 365.

  16.15EOP  shall mean the Equity Ownership Plan of  Entergy
       Corporation   and   Subsidiaries,  or  any   successor   or
       replacement plan.

  16.16Excise  Tax  shall mean any excise tax imposed  under
       section 4999 of the Code.

  16.17Executive  shall  mean the individual  named  in  the
       first paragraph of this Agreement.

  16.18Four-Times Severance Payment shall mean  the  payment
       of  a  lump sum retention payment, in cash, equal  to  four
       times  the  sum of (i) Executive's Annual Base  Salary  and
       (ii)  Executive's highest maximum annual bonus  opportunity
       under  the EAIP for any fiscal year ending after  the  date
       hereof,  which  Four-Times Severance Payment  shall  in  no
       event  be less than $3,700,708.00. The Four-Times Severance
       Payment 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.

  16.19Good   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 (E),(F), or (G) 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) 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) 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;

       (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;

       (D) 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;

       (E) 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);

       (F) 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

       (G) 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.

  16.20Gross-Up Payment shall have the meaning set forth  in
       Section 4.1 hereof.

  16.21LTIP  shall mean the Long Term Incentive  Program  of
       the   EOP,   or  any  successor  or  replacement  long-term
       incentive program.

  16.22Maximum   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 maximum pay out  level
       under the long term incentive program with respect to  such
       performance periods.

  16.23Merger  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.

  16.24Normal  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.

  16.25Notice  of  Termination shall have  the  meaning  set
       forth in Section 8.1 hereof.

  16.26Other  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 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.

  16.27Qualifying  Termination shall mean a  termination  of
       Executive's  employment (i) by Executive  for  Good  Reason
       prior  to  the  earlier of the termination  of  the  Merger
       Agreement  or  the second anniversary of Closing,  (ii)  by
       Company  other  than  for Cause prior  to  the  earlier  of
       termination   of  the  Merger  Agreement  or   the   second
       anniversary of Closing.

  16.28Service  Bridge  shall mean, in the  event  Executive
       should  lose  his position (on the date of this  Agreement)
       prior   to  February  28,  2001  (other  than  for  Cause),
       Executive's  continuation of active  System  employment  at
       the  same  compensation and benefit level as prior  to  the
       loss  of  such  position,  with  continued  eligibility  to
       participate  in  all  executive plans  and  programs  under
       their  terms  and  conditions, through February  28,  2001.
       Further,   at   the  conclusion  of  the  Service   Bridge,
       Executive shall be eligible for retiree benefits,  if  any,
       under  Company's plans as in effect on such  date  or  from
       time to rime thereafter.

  16.29Supplemental  Retirement  Benefit  shall  mean,   at
       Executive's election at the earlier of Closing or  Date  of
       Termination,  either (a) a lump sum cash payment  equal  to
       $3,769,808.00,  which represents payment in  lieu  of  non-
       qualified supplemental retirement benefits earned prior  to
       the  Closing under the System Executive Retirement Plan  of
       Entergy   Corporation   and   Subsidiaries,   the   Pension
       Equalization  Plan of Entergy Corporation and Subsidiaries,
       the  Supplemental  Retirement Plan of  Entergy  Corporation
       and  Subsidiaries, and the Post-Retirement Plan of  Entergy
       Corporation   and   Subsidiaries,  and   any   supplemental
       credited  service granted Executive under  such  plans,  or
       (b)  the  benefit available to Executive under  the  System
       Executive  Retirement  Plan  of  Entergy  Corporation   and
       Subsidiaries, under the terms and conditions of  that  plan
       applicable  to  individuals who became participants  on  or
       after  March 25, 1998, without reduction of such amount  by
       the  benefit  Executive is entitled to  receive  under  any
       benefit  plan  of  any prior employer,  provided,  however,
       that  Executive shall not require permission under the plan
       or  otherwise  to  retire and commence receipt  of  benefit
       payments.

  16.30System  shall  mean  Company  and  all  other  System
       Companies.

  16.31System 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.

  16.32Tax  Counsel  shall  have the meaning  set  forth  in
       Section 4.2 hereof.

  16.33Total Payments shall mean those payments so described
       in Section 4.1 hereof.

  16.34TRANSCO  shall  mean  the  independent  transmission
       company  that  will  be formed in accordance  with  Federal
       Energy  Regulatory Commission Order No. 2000 and that  will
       operate  the transmission assets of the operating companies
       of Company.

     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/ Frank F. Gallaher
     J. Wayne Leonard                   Frank F. Gallaher
      Chief  Executive Officer          President,  Fossil Operations
                                        and Transmission
                                        Entergy Services, Inc.