Exhibit 10(a)88

                       RETENTION AGREEMENT



This Agreement ("Agreement") is entered into between Entergy
Services, Inc. ("Employer"), a Delaware corporation having its
offices in New Orleans, Louisiana, and Horace S. Webb
("Executive"), an individual residing in New Orleans, Louisiana.
The effective date of this Agreement shall be the date upon which
both parties have executed this Agreement, whether in
multiple originals or otherwise ("Effective Date").

     WHEREAS, Executive is currently employed by Employer, a
System employer, and serves in the position of Senior Vice
President, External Affairs;

     WHEREAS, Entergy Corporation ("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, Employer desires to advance the interests of the
System by encouraging the continued attention and dedication of
Executive to his assigned duties, without distraction, prior to
the consummation of the transactions contemplated by the Ring-
Ranger Merger Agreement;

     WHEREAS, Executive and Employer agree that this Agreement
supercedes any other System Company employment offers, agreements
or contracts Executive may have received or entered into prior to
the execution of this Agreement, which prior offers, agreements or
contracts Executive acknowledges are without effect, except as otherwise
explicitly provided in this Agreement;

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

1.Defined Terms. The definitions of capitalized terms used in
  this Agreement are provided in the last Section of this
  Agreement, except as otherwise set forth in the Agreement or
  unless a different meaning is plainly required by the context
  in which the term is used.

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

  2.1  Employer's Covenants. In order to induce Executive to
       remain within the System, Employer agrees, under the
       conditions described herein, to pay Executive the
       compensation and benefits described herein upon the
       circumstances described in Sections 3 and 4 of this
       Agreement. 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 Employer, 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   Executive's   System   Company
          employer)   either  in  his  individual   capacity   or
          together    with   any   other   person.   corporation.
          governmental agency or body, or other entity,  that  is
          (i)  with  an  entity 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
          Executive's System Company employer, within 5  business
          days  of  Executive's System Company employer's written
          request  therefor, any amounts previously paid  to  him
          pursuant  to  Section 4, and Executive  shall  have  no
          further  entitlement to receive any additional payments
          or benefits under such subsection.

       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  Executive's System Company  employer,
          within  5  business days of Executive's System  Company
          employer's   written  request  therefor,  any   amounts
          previously  paid  to him pursuant  to  Section  4,  and
          Executive shall have no further entitlement to  receive
          any   additional  payments  or  benefits   under   such
          subsections.

3.Termination Other than Because of a Qualifying Event.

  3.1  Forfeiture.  Upon  the  occurrence  of  any  one  of   the
       following  events,  Executive shall  not  be  entitled  to
       compensation  and  benefits  that  might  otherwise   have
       become
       payable  to Executive under this Agreement, and  Executive
       shall   forfeit  any  and  all  future  bonuses  or  other
       incentive  compensation not yet paid to Executive  at  the
       date of such event:

       A. Executive  voluntarily  resigns  his  employment  (other
          than for the purpose of transferring  to another System
          Company)  without  Good Reason,  in  which case Executive
          shall be entitled  to any monthly base salary that was
          earned by Executive prior to his resignation but not yet
          paid  to Executive; or

       B.Executive is terminated by Executive's System Company
          employer for Cause. which termination shall be
          immediately effective upon the giving of notice
          thereof to Executive, or at such later time as the
          notice may specify; or

       C.Executive's System employment terminates prior to a
          Qualifying Termination because of either Executive's
          death or because Executive becomes disabled so as to
          entitle Executive to benefits under Executive's System
          Company employer's long-term disability plan or, if
          Executive is not eligible to participate in such plan,
          then Executive is permanently and totally unable to
          perform Executive's duties for Executive's System
          Company employer as a result of any medically
          determinable physical or mental impairment as
          supported by a written medical opinion to the
          foregoing effect by a physician selected by the
          employer, in which case Executive or his estate (in
          the event of death) shall receive any monthly base
          salary that was earned by Executive prior to his death
          or disability but not yet paid to Executive.

  3.2  Sole Remedy. In the event of a termination event
       described in this Section 3, Executive's rights as
       outlined in this Section 3 are (i) Executive's sole and
       exclusive rights against Executive's System Company
       employer or any other System Company under this Agreement
       and (ii) the sole and exclusive liability to Executive by
       any System Company employer or other employer under this
       Agreement, in contract, tort, or otherwise, for any
       termination of the employment relationship. Executive
       covenants not to lodge against Executive's System Company
       employer or any other System Company any claim, demand,
       or cause of action based on termination of the employment
       relationship for any monies allegedly due under this
       Agreement other than those specified in this Section 3.

4.Qualifying Termination. The following provisions shall apply
  in the event Executive's System employment ends because of a
  Qualifying Termination.

  4.1  Compensation and Benefits. If Executive's employment is
       terminated due to a Qualifying Termination, then
       Executive shall be entitled to the following, provided,
       however, that to the extent Executive has received or is
       receiving any of the compensation or benefits described
       under this Section 4 of this Agreement, such compensation
       and benefits shall not be duplicated:

       A.Normal Post-Termination Compensation and Benefits; and

       B.Executive's Accrued Obligations, Three-Times Severance
          Payment, Supplemental Retirement Benefit, Target LTIIP
          Award, and Other EOP Awards.

  4.2  Gross-Up Payment. If any of the payments or benefits
       received or to be received by Executive (whether pursuant
       to Section 4 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, Executive's
       System Company employer 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.

       A.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, Executive's System Company employer'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)(l) 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,
          net of the maximum reduction in federal income taxes
          which could be obtained from deduction of such state
          and local taxes.

       B.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 Executive's System Company
          employer, 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), Executive's System
          Company employer 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
          Executive's System Company employer 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.

  4.3  Legal  Fees.  In  the  event of a Qualifying  Termination,
       Executive's  System Company employer  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  Section 4 of  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   Executive's   System   Company   employer
       reasonably may require.

5.Rabbi  Trust; Timing of Payments. No later than 180  days  from
  the  execution  of this Agreement, Executive's  System  Company
  employer  may  deposit  in the Trust for Deferred  Payments  of
  Entergy  Corporation and Subsidiaries ("Trust")  an  amount  as
  determined  by the Auditor to be necessary to pay  all  amounts
  that  would  be  due  under Section  4  of  this  Agreement  if
  Executive  experienced a Qualifying Termination  event  on  the
  Effective  Date  of this Agreement. Executive's System  Company
  employer  may deposit such additional amounts as determined  by
  the  Auditor  from time to time to be necessary to pay  amounts
  due  under  Section 4 of this Agreement. The payments  provided
  in  Section  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, Executive's  System
  Company  employer shall pay to Executive on such  day  an  esti
  mate,  as  determined  in  good  faith  by  Executive's  System
  Company  employer 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 Executive's System Company employer fails  to  make
  such  payments  when  due)  at 120% of  the  rate  provided  in
  section  1274(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 Executive's System Company  employer  to
  Executive,  payable on the fifth business day after  demand  by
  Executive's System Company employer (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 Section  4  of
  this  Agreement,  Executive's  System  Company  employer  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 Executive's System Company  employer
  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.Forfeiture of Compensation and Benefits. In addition to the
  provisions of subsection 2.2 of this Agreement, the benefits
  that become payable, or in which Executive vests, solely upon
  a Qualifying Termination, shall nonetheless be subject to
  forfeiture and repayment under the conditions outlined in this
  Section 6, as follows:

  A.without Executive's System Company employer's permission,
     Executive removes, copies, or fails to return, if he has
     already removed, any property belonging to one or all of
     the System Companies, including, but not limited to, the
     original or any copies of any records, computer flies or
     disks, reports, notes, documents, files, audio or video
     tapes, papers of any kind, or equipment provided by any one
     or all of the System Companies or created using property of
     or for the benefit of one or all of the System Companies;

  B.during Executive's employment and for 2 years thereafter.
     other than as authorized by a System Company or as required
     by law or as necessary for Executive to perform his duties
     for a System Company employer, Executive shall disclose to
     any person or entity any non-public data or information
     concerning any System Company, in which case Executive
     shall be required to repay any compensation and benefits
     previously received by him under Section 4 of this
     Agreement. Disclosure of information pursuant to subpoena,
     judicial process, or request of a governmental authority
     shall not be deemed a violation of this provision, provided
     that Executive gives the System Company immediate notice of
     any such subpoena or request and fully cooperates with any
     action by System Company to object to, quash, or limit such
     request; or

  C.Executive engages in any employment (without the prior
     written consent of Executive's System Company employer)
     either individually or with any person, corporation,
     governmental agency or body, or other entity in competition
     with, or similar in nature to, any business conducted by
     any System Company at any time within two (2) years
     commencing upon termination of employment, where such
     competing employer is located in, or servicing in any way
     customers located in, those parishes and counties in which
     any System Company services customers during such two- (2-)
     year period, in which case Executive shall be required to
     repay any compensation and benefits previously received by
     him under Section 4 of this Agreement.

7. Claim of Good Reason or Cause for Termination. With the
   exception of a determination of Cause in accordance with
   paragraph F.6. of Section 22 of this Agreement, for purposes of
   any determination under Article 4 of this Agreement regarding the
   existence of Good Reason or Cause for a Qualifying Termination,
   any position taken by Executive shall be presumed correct unless
   Executive's System Company employer establishes by clear and
   convincing evidence to the Committee that such position is not
   correct.

8. Settlement of Disputes; Arbitration.

   8.1  All claims by Executive for benefits under Section 4 of
        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 Section 4
        of 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.

   8.2  Any further dispute or controversy arising under or in
        connection with Section 4 of 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 Section 7 or, if applicable, paragraph F.6. of
        Section 22 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
        Section 4 of this Agreement.

   8.3  Notwithstanding any other provision to the contrary, as
        a condition of receipt of the benefits under this
        Section 4, 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.

9. Benefit Plans & Arrangements. Except as otherwise provided in
   subsection 9.2 and in Section 10 of this Agreement, the
   benefits provided under this Agreement shall in no way alter
   or affect the terms and conditions of any Company or other
   System Company sponsored employee benefit plans in which
   Executive may already participate, and Executive's
   eligibility to participate in any such qualified or
   non-qualified employee benefit plans and any welfare benefit
   plans shall continue to be determined in accordance with the
   terms and conditions of such plans, as may be amended from
   time to time.

   9.1  Unless specifically provided for in a written plan
        document properly adopted pursuant to such plan,
        none of the benefits or arrangements described in
        this Agreement shall be secured or funded in any
        way, and each shall instead constitute an unfunded
        and unsecured promise to pay money in the future
        exclusively from the general assets of Executive's
        System Company employer.

  9.2  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
       Continuity Plan and any other System severance or
       retention plan, and Executive hereby waives any right to
       participate in such plans. Further, the Supplemental
       Retirement Benefit represents payment in lieu of all non-
       qualified supplemental retirement benefits to which
       Executive might otherwise be entitled under the PEP,
       other non-qualified plans, and any supplemental credited
       service granted Executive under the PEP or such other non-
       qualified plans, and by electing to receive the
       Supplemental Retirement Benefit, Executive hereby
       expressly waives any rights to benefits under the PEP,
       other non-qualified plans, and any supplemental credited
       service granted Executive under the PEP or such other non-
       qualified plans. Executive shall not require permission
       to retire and commence receipt of benefit payments.

10. Offset. In addition to the specific offset provisions of
    this Agreement and those of the PEP and Continuity Plan, in
    all cases, the compensation and cash severance benefits
    payable to Executive under this Agreement upon termination of
    the employment relationship shall be offset against any
    amounts to which Executive may otherwise be entitled under any
    and all severance plans, or programs or policies of the
    terminating employer. Provided, however, that the Supplemental
    Retirement Benefit payable in accordance with the terms of
    this Agreement shall not be subject to this offset provision,
    and shall only be subject to the applicable offset provisions
    under the PEP used in calculating Executive's Supplemental
    Retirement Benefit.

11. Successors.

  11.1 In addition to any obligations imposed by law upon any
       successor to Executive's System Company employer,
       Executive's System Company employer 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
       Executive's System Company employer to expressly assume
       and agree to perform this Agreement in the same manner
       and to the same extent that Executive's System Company
       employer would be required to perform it if no such
       succession had taken place. Failure of Executive's System
       Company employer 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 Executive's System Company employer
       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.

  11.2 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 after the occurrence of a Qualifying Event and
       while any amount would still be payable to Executive
       hereunder if Executive had continued to live (other than
       amounts which, by their terms, terminate upon the death
       of Executive), 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.

12. Provisions of Referenced Plans. To the extent this
    Agreement references or incorporates provisions of any other
    System Company plan and (a) such other plan is amended,
    supplemented, modified or terminated during the two-year
    period commencing on the date of a Potential Change in Control
    and (b) such amendment, supplementation, modification or
    termination adversely affects any benefit under this Plan,
    whether it be in the method of calculation or otherwise, then
    for purposes of this Agreement, the parties shall rely upon
    the version of such other plan in existence immediately prior
    to any such amendment, supplementation. modification or
    termination, unless such change is agreed to in writing and
    signed by the parties, or by their legal representatives and
    successors.

13. Notices. Any notice required under this Agreement shall
    be in writing and deemed received (a) on the date delivered if
    hand-delivered, or (b) on the fifth business day after being
    deposited in the mail, first class, registered or certified,
    return receipt requested, with proper postage prepaid, and
    shall be addressed as follows, unless changed otherwise by any
    party in accordance with the notice provisions of this
    Section:

     If to a System Company, addressed in care of:with copy to:

     Michael G. Thompson, Esq.          Gary C. Clary
     General Counsel                    Senior Vice-President, Human
     639 Loyola Avenue, 26th Floor      Resources and Administration
     New Orleans, LA 70113              639 Loyola Avenue, 14th Floor
                                        New Orleans, LA 70113

     If to Executive, addressed as follows:
     Horace S. Webb
     31 Cypress Point Lane
     New Orleans, LA 70131

14. Binding Agreement. Upon its Effective Date, this
    Agreement is binding upon Executive (and his or her heirs) and
    Employer (and its successors, agents, heirs or assigns).
    Executive expressly acknowledges the right of Employer to
    assign this Agreement and Executive's employment to any
    successor entity.

15. Nonassignability. This Agreement or the right to receive
    benefits hereunder may not be assigned, encumbered or
    alienated by Executive in any manner.

16. Applicable Law. This Agreement shall be interpreted and
    enforced in accordance with the laws of the State of Delaware.

17. Headings. Section headings contained in this Agreement
    are for reference only and shall not affect in any way the
    meaning or interpretation of this Agreement.

18. No Waiver. Failure of either party to give notice of any
    breach by the other party of, or failure to require compliance
    with, any condition or provision of this Agreement shall not
    be deemed a waiver of similar or dissimilar provisions or
    conditions at the same or at any prior or subsequent time.

19. No Inducements. Each party to this Agreement acknowledges
    that no representation, inducement, promise, or agreement,
    oral or written, has been made by either party with respect to
    such subject matters, which is not embodied herein, and that
    no agreement, statement, or promise relating to the System
    Company employment of Executive that is not contained in this
    Agreement shall be valid or binding.

20. Modifications and Waivers. This Agreement contains the
    entire understanding between Executive and Employer relating
    to System Company employment, unless otherwise specifically
    provided as in the case of written company policies
    promulgated by, and in the applicable written benefit plans
    and programs of, Company or any other System Company. No
    provision of this Agreement may be modified, amended or waived
    except in a writing signed by both parties. The waiver by
    either party of a breach of any provision of this Agreement
    shall not operate to waive any subsequent breach of the
    Agreement.

21. Severability. Should any part of this Agreement be found
    to be invalid or in violation of law, such part shall be of no
    force and effect and the rest of this Agreement shall survive
    as valid and enforceable to the fullest extent permitted by
    law.

22. Definitions. For purposes of this Agreement, the
    following terms shall have the meanings hereinafter indicated,
    except as otherwise set forth in the Agreement or unless a
    different meaning is plainly required by the context in which
    the term is used.

  A."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 Date of
     Termination under the terms of Employer'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.

  B."Annual Base Salary" shall mean the highest rate of annual
     base salary payable to Executive by the System at any time
     on or after the Effective Date of this Agreement.

  C."Auditor" shall have the meaning set forth in paragraph A
    of subsection 4.2 of this Agreement.

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

  E."Board" shall mean the Board of Directors of Company.

  F."Cause"   for  termination  by  Executive's  System   Company
     employer of Executive's employment shall mean:

       1.willful   and   continuing  failure  by   Executive   to
         substantially  perform Executive's  duties  (other  than
         such  failure resulting from the 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 the Executive)  that  has
         not  been cured within thirty (30) days after a  written
         demand  for substantial performance is delivered to  the
         Executive  by the Executive's System Company  employer's
         board,  which demand specifically identifies the  manner
         in  which the board believes that the Executive has  not
         substantially performed Executive's duties; or

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

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

       4.a  material  violation  by Executive  of  any  agreement
         Executive has with a System Company, including,  without
         limitation, violation of Section 6 this Agreement; or

       5.unauthorized disclosure by Executive of the  confidences
         of any System Company; or

       6.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  for  Executive, in good faith, to  discuss  with
         members  of  the Board, 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 1 and 2 of this  definition,  no
       act, or failure to act, on the Executive's  part shall be
       deemed "willful"  unless  done, or omitted to be done, by the
       Executive not in good faith and without reasonable  belief
       that the Executive's act, or failure to act, was in the
       best interest of the Company.

  G."Closing"   shall   mean  the  earlier  to   occur   of   (1)
     consummation of the transactions contemplated by  the  Ring-
     Ranger  Merger Agreement or (2) the occurrence of a  "Change
     in  Control" (as defined in the Continuity Plan in effect on
     the date hereof).

  H."Code"  shall  mean  the Internal Revenue Code  of  1986.  as
     amended from time to time.

  I."Committee" shall mean (1) the individuals who, on  the  date
     hereof,  constitute the Personnel Committee  of  the  Board,
     plus (2) in the event that fewer than three individuals  are
     available  from the group specified in clause (1) 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
     (2)).

  J."Company"  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.

  K."Continuity   Plan"   shall   mean   the   System   Executive
     Continuity Plan of Entergy Corporation and Subsidiaries.

  L."Date  of Termination" shall mean the date specified  in  the
     Notice  of Termination (which in the case of termination  by
     the  System Company employer, 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).

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

  N."Effective  Date"  shall  mean  the  date  upon  which   both
     parties have executed this Agreement.

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

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

  Q."Good   Reason"  shall  mean  the  occurrence,  without   the
     Executive's  express  written  consent,  of   any   of   the
     following events:

     1.the  substantial reduction or alteration in the nature  or
       status  of  Executive's  duties or  responsibilities  from
       those  in  effect  on the date immediately  preceding  the
       Effective   Date  of  this  Agreement,   other   than   an
       insubstantial and inadvertent act that is remedied  by
       Executive's System Company employer  promptly after  receipt
       of notice thereof given by  Executive  and other  than any
       such alteration primarily attributable  to the  fact  that
       Entergy Corporation may no  longer  be  a public company;

     2.a  reduction  of five percent (5%) or more in  Executive's
       base   salary   as  in  effect  on  the  date  immediately
       preceding  the  Effective Date of  this  Agreement,  which
       shall be calculated  exclusive of any bonuses, overtime,
       or  other special payments, but including  the amount, if
       any, Executive elects  to  defer under: (i) a cash or
       deferred arrangement qualified  under Code Section 401(k);
       (ii) a cafeteria plan under Code Section 125; (iii) the
       Executive Deferred Compensation Plan of Entergy Corporation
       and Subsidiaries, or any successor or replacement plan; and
       (iv) any other nonqualified deferred compensation plan,
       agreement, or arrangement in which Executive may hereafter
       participate or be a party;

3.requiring Executive to be based at a location outside of the
  continental United States and other than his primary work
  location as it existed on the date immediately preceding the
  Effective Date of this Agreement, except for required travel
  on business of any System Company to an extent substantially
  consistent with Executive's present business obligations;

4.failure by Executive's System Company employer to continue in
  effect any compensation plan in which Executive participates
  immediately prior to the Effective Date of this Agreement
  which is material to Executive's total compensation, including
  but not limited to compensation plans in effect, including
  stock option, restricted stock, stock appreciation right,
  incentive compensation, bonus and other plans or any
  substitute plans adopted prior to the Effective Date of this
  Agreement, unless an equitable arrangement (embodied in an
  ongoing substitute or alternative plan) has been made with
  respect to such plan, or the failure by Executive's System
  Company employer 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 the
  Executive's participation relative to other participants, as
  existed immediately prior to the Effective Date of this
  Agreement;

5.failure by Executive's System Company employer to continue to
  provide Executive with benefits substantially similar to those
  enjoyed by Executive under any of Executive's System Company
  employer's pension, savings, life insurance, medical, health
  and accident, or disability plans in which Executive was
  participating immediately prior to the Effective Date of this
  Agreement, the taking of any other action by Executive's
  System Company employer which would directly or indirectly
  materially reduce any of such benefits or deprive Executive of
  any material fringe benefit enjoyed by Executive immediately
  prior to the Effective Date of this Agreement. or the failure
  by Executive's System Company employer to provide Executive
  with the number of paid vacation days to which Executive is
  entitled on the basis of years of service with the System in
  accordance with Executive's System Company employer's normal
  vacation policy in effect immediately prior to the Effective
  Date of this Agreement; or

6.any purported termination of Executive's employment which is
  not effected pursuant to a Notice of Termination satisfying
  the requirements of this Agreement; for purposes of this
  Agreement, no such purported termination shall be effective in
  depriving Executive of the right to terminate employment for
  Good Reason.

Executive' s right to terminate his 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.

   R."Gross-Up  Payment"  shall have the meaning  set  forth  in
      subsection 4.2 of this Agreement.

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

   T."Merger   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 Continuity Plan as in effect
      on the date hereof.

   U."Merger Termination Date" shall mean the date on which  the
      Ring-Ranger  Merger Agreement is terminated in  accordance
      with its terms.

   V."Normal  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, Executive's  System
     Company   employer'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.

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

   X."Other EOP Awards" shall mean the vesting of, and lapse  of
     restrictions on, all restricted shares, stock options,  and
     other  awards  (excluding awards under  the  LTIP)  granted
     under the EOP, 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.

  Y."PEP"  shall  mean the Pension Equalization Plan of  Entergy
     Corporation and Subsidiaries.

   Z."Potential  Change in Control" shall have  the  meaning  of
     such   term  as  defined  in  the  Continuity  Plan,  which
     definition  is hereby incorporated into this  Agreement  by
     reference.

  AA."Qualifying  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 second anniversary date of the  Closing;
      or  (ii) by Executive's System Company employer other than
      for  Cause at any time prior to the earlier of termination
      of  the Merger Agreement or the second anniversary date of
      the Closing.

  BB."Ring-Ranger Closing Date" shall mean the date of closing
     of the Ring-Ranger Merger Agreement.

  CC."Ring-Ranger  Merger Agreement" shall  mean  the  Agreement
     and  Plan  of Merger by and among FPL Group, Inc.,  Entergy
     Corporation,  WCB  Holding Corp., Ranger Acquisition  Corp.
     and Ring Acquisition Corp. dated as of July 30, 2000.

  DD."Supplemental  Retirement Benefit"  shall  mean  a  benefit
     equal   to  the  PEP  benefit  payable  to  Executive,   as
     calculated  under the terms of the PEP and Executive's  PEP
     Participant  Application, which terms  and  provisions  are
     hereby  incorporated by reference, but with  the  following
     adjustments  to  the calculation of the  benefit  otherwise
     payable  under the PEP: (i) Executive shall be entitled  to
     a  terminated  vested  benefit;  (ii)  Executive  shall  be
     entitled  to  the  present value of the  terminated  vested
     benefit,  payable in a lump sum in accordance with  Section
     5  of this Agreement; (iii) the benefit shall be calculated
     by  applying  the  1983 General Accounting Mortality  Table
     and  a  6.15%  discount rate; and (iv)  the  value  of  the
     benefit  shall  in no event be less than  ONE  MILLION  ONE
     HUNDRED TEN THOUSAND SEVEN HUNDRED THIRTY-FOUR DOLLARS  AND
     NO CENTS ($1,110,734.00).

 EE."System" shall mean Company and all other System Companies.

 FF."System  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.

 GG."Target  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  LTIP  with
     respect to such performance periods.

 HH."Tax Counsel" shall have the meaning set forth in paragraph
     A of subsection 4.2 of this Agreement.

  II."Three-Times Severance Payment" shall mean a lump  sum  cash
     payment  equal  to  three times the sum of  (1)  Executive's
     Annual  Base  Salary  and  (2) Executive's  highest  maximum
     annual bonus opportunity under the EAIP for any fiscal  year
     ending  after the Effective Date. The Three-Times  Severance
     Payment shall in no event be less than TWO
     MILLION  ONE  HUNDRED EIGHTY-FOUR THOUSAND  DOLLARS  and  NO
     CENTS  ($2,184,000.00).  The Three-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.

  JJ."Total  Payments"  shall mean those  payments  described  in
     subsection 4.2 of this Agreement.

  IN  WITNESS WHEREOF, Employer and Executive have duly  executed
  this  Agreement  on the dates indicated below, which  Agreement
  may be executed in multiple originals, to be
  effective on the Effective Date.


ACCEPTED BY EMPLOYER:                   ACCEPTED BY EXECUTIVE:
Entergy Services, Inc.
by its Duly Authorized Agent:


/s/ C. Gary Clary                       /s/ Horace S. Webb
 C. Gary Clary                          Horace S. Webb
 Senior Vice-President, Human           Social Security No. ________________
 Resources and Administration           Executed this ___day of ____, 2001.
 Executed this ___ day of ____, 2001.