Exhibit 10(a)91


                  EMPLOYEE RETENTION BONUS PLAN
             OF ENTERGY CORPORATION AND SUBSIDIARIES

In accordance with the July 29, 2000 authorization of the Board
of Directors of Entergy Corporation and pursuant to Section
4.02(i) of the Entergy Corporation Disclosure Letter in respect
of 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, Entergy
Corporation establishes this Employee Retention Bonus Plan of
Entergy Corporation and Subsidiaries (the "Plan"), effective
November 1, 2000.

                            PURPOSES

The purpose of this Plan is to provide certain employees with
incentive to remain in the employ of a System employer.  The Plan
is established and is intended to constitute a bonus program
within the meaning of U.S. Department of Labor Regulation Section
2510.3-2(c) and not an "employee benefit plan" as defined in
Labor Regulation Section 2510.3-2(c).



                            ARTICLE I

                           DEFINITIONS

     The following terms when capitalized in the Plan shall have
the designated meaning unless a different meaning is plainly
required by the context in which the term is used:

1.01 "Administrator" shall mean (a) as of the Effective Date, the
     committee composed of C. Gary Clary and Darrell A. Guidroz; and
     (b) any successor Administrator appointed in accordance with this
     Section.  In the event that either individual designated in (a)
     of this Section should cease to be a System employee for any
     reason, the remaining individual shall serve as Administrator.
     Should such sole Administrator thereafter cease to be a System
     employee, he shall designate a successor Administrator of the
     Plan; in the absence of such designation, those individuals
     comprising the Personnel Committee, as established by the Board
     and as constituted on the Effective Date, shall be the successor
     Administrator.

1.02 "Agreement" shall mean the agreement each Participant
     executes and initials on each page evidencing the offer of a
     Retention Bonus to Participant and Participant's acceptance of
     the offer under the terms and conditions of such agreement and
     this Plan, which agreement shall be substantially in the form
     attached hereto as Exhibit A and, to be effective, must be signed
     and initialed on each page by Eligible Employee and returned to
     the Administrator within the time period established by the
     Administrator.  The Administrator, in its sole discretion, may
     waive any defects in form.

1.03 "Base Pay" shall mean, for any Participant, the total salary
     or wage for one year's service, divided by twelve, under the
     monthly, semi-monthly, bi-weekly, daily or hourly base rates in
     effect on the date Participant executes the Agreement or, if
     higher, in effect at any time thereafter through and including
     the date of Closing, except as otherwise provided in this Section
     1.03.  Base Pay shall include any amounts contributed by the
     Participant to any retirement plan of the Company which, pursuant
     to Section 401(k) of the Internal Revenue Code, are not included
     in gross income of the Participant in the taxable year in which
     such contributions are made, and shall include any amounts
     contributed by the Participant to any welfare benefit plans
     maintained by a System Company through a reduction in the
     Participant's compensation which pursuant to Section 125 of the
     Internal Revenue Code, are not included in the gross income of
     the Participant for the taxable year in which such amounts are
     contributed, but shall exclude overtime earnings, bonus or other
     incentive payments, or any special or extra compensation paid to
     a Participant.  Notwithstanding the foregoing, for purposes of
     determining a Participant's Retention Bonus under Section
     3.03(b), Participant's Base Pay shall be determined as in effect
     on the date Participant executes the Agreement or, if higher, in
     effect at any time thereafter through and including the date of
     termination of the Merger Agreement.

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

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

1.06 "Cause" shall mean (a) willful and continuing failure by
     Participant to substantially perform Participant's duties (other
     than such failure resulting from Participant's incapacity due to
     physical or mental illness or any such actual or anticipated
     failure after Participant provides written notification to
     Administrator of Good Reason termination by Participant or
     notification to Participant's System employer of resignation of
     employment for reasons that would constitute Good Reason under
     this Plan) that has not been cured within 30 days after a written
     demand for substantial performance is delivered to Participant by
     his or her System employer, which demand specifically identifies
     the manner in which the System employer believes that Participant
     has not substantially performed Participant's duties; (b)
     Participant's engagement in one or more acts of embezzlement,
     theft, larceny, fraud or dishonesty; (c) Participant's violation
     of one or more System policies applicable to Participant's System
     employment, the violation of which warrants termination under the
     terms of such policies; or (d) Participant's conviction or
     entrance of a plea of guilty or nolo contendere to a felony or to
     a crime involving fraud or dishonesty.

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

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

1.09 "Closing" shall mean the closing of the transactions
     contemplated by the Merger Agreement.

1.10 "Company" shall mean Entergy Corporation and any successor
     or assign as contemplated in Section 6.03 of this Plan.

1.11 "Disability" shall mean if, as a result of Participant's
     incapacity due to physical or mental illness occurring after
     Shareholder Approval, (a) Participant shall have been absent from
     the full-time performance of Participant's duties with his System
     employer for a period of six (6) consecutive months and
     Participant is entitled to benefits under Participant's System
     employer's long-term disability plan or (b) if Participant is not
     eligible to participate in such plan, then Participant is
     permanently and totally unable to perform Participant's duties
     for his or her System 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 Administrator.

1.12 "Effective Date" shall mean November 1, 2000.

1.13 "Eligible Employee" shall mean those System employees
     described in Section 2.01 of the Plan.

1.14 "Favorable Resolution" shall mean final resolution, by the
     Administrator or otherwise, of a claim for Plan benefits filed by
     Participant or Beneficiary in accordance with Article V of the
     Plan and determined in favor of Participant or Beneficiary.

1.15 "First Anniversary" shall mean the first anniversary of the
     date of Closing.

1.16 "Good Reason" shall be deemed to exist under the following
     circumstances:

     (a)  A reduction in Participant's Base Pay as of the Effective
          Date or, if higher, Participant's Base Pay in effect at any time
          after the Effective Date;

     (b)  As a condition of continued employment, Participant is
          required to work at a location which will increase his or her
          present commute from his or her residence by more than 50 miles
          each way, in which case Good Reason shall not be deemed to exist
          until the date the Participant is required to report to the new
          location. Required travel on business of any System Company to an
          extent substantially consistent with Participant's business
          obligations as of the Effective Date shall not constitute Good
          Reason under this subsection.

1.17 "Merger Agreement" shall mean the Agreement and Plan of
     Merger among the Company, FPL Group, Inc., WCB Holding Corp.,
     Ranger Acquisition Corp. and Ring Acquisition Corp., dated as of
     July 30, 2000.

1.18 "Participant" shall mean an Eligible Employee selected by
     the Administrator to participate in Plan and who fulfills the
     requirements for participation in this Plan, including those set
     forth in Section 2.03.

1.19 "Payment Event" shall mean an event described in Section
     3.03.

1.20 "Plan" shall mean this Employee Retention Bonus Plan of
     Entergy Corporation and Subsidiaries.

1.21 "Qualifying Termination" shall mean a termination of
     Participant's System employment after Shareholder Approval (a) by
     Participant's employer without Cause or (b) by Participant for
     Good Reason.  A Participant's claim for benefits as the result of
     a Qualifying Termination shall be filed with the Administrator in
     accordance with Article V of the Plan.

1.22 "Release" shall mean the waiver and release agreement in a
     form acceptable to Administrator in its sole discretion.  Among
     other things, the Release will irrevocably and unconditionally
     release Participant's employer, its current, future or former
     parent company, associated companies, affiliates, and
     subsidiaries, and their respective current, former or future
     employees, officers, directors, shareholders, agents and
     fiduciaries from all known or unknown claims, causes of action,
     liens, demands and obligations that Eligible Employee may have at
     the time of execution of the Release, including, without
     limitation, claims under the Title VII of the Civil Rights Act of
     1964, Section 1981 of the Civil Rights Act of 1866, the Civil
     Rights Act of 1991, and any executive orders which prohibit
     discrimination based on race, marital status, sexual orientation,
     color, national origin, religion, or sex; the Equal Pay Act,
     which prohibits paying men and women unequal pay for equal work;
     the Americans With Disabilities Act of 1967and the Rehabilitation
     Act of 1973; the WARN Act; the Family and Medical Leave Act of
     1993; the Age Discrimination in Employment Act, 29 U.S.C.  621
     et seq. and Executive Order 11161, which prohibit age
     discrimination in employment; the Employee Retirement and Income
     Security Act of 1974; and any other federal, state, or local
     executive order, statute, regulation, or law of any other type.
     Administrator shall distribute the Release to Participant for
     consideration, and Participant shall have at least 21 days to
     consider the Release prior to execution, although Participant may
     execute the Release prior to the expiration of such 21-day
     period.  The effective date of the Release shall be on the eighth
     day following execution and only if Participant or Beneficiary
     does not revoke the Release within seven days of execution in the
     manner specified in the Release.

1.23 "Retention Bonus" shall mean the cash bonus payable to a
     Participant pursuant to this Plan, as described in Section 3.01
     and as designated in each Participant's Agreement.

1.24 "Shareholder Approval" shall mean approval by Company's
     shareholders of the transactions contemplated in the Merger
     Agreement.

1.25 "System" shall mean Entergy Corporation, all other System
     Companies, and any successors thereto as contemplated in Section
     6.03 of this Plan.

1.26 "System Company" shall mean (a) Entergy Corporation and any
     corporation eighty percent (80%) or more of whose stock (based on
     voting power or value) is owned, directly or indirectly, by
     Entergy Corporation; (b) any partnership or trade or business
     which is eighty percent (80%) or more controlled, directly or
     indirectly, by Entergy Corporation; (c) any entity in which an
     entity described in (a) or (b) of this Section has a significant
     equity interest as determined by the Administrator; and (d) any
     successor to any entity described in (a), (b), or (c) of this
     Section as contemplated in Section 6.03 of this Plan.


                           ARTICLE II

                          PARTICIPATION

2.01 Eligibility.  Only active, full-time System employees are
     eligible to become Participants in the Plan.

2.02 Participant Selection.  The Administrator shall determine,
     in its sole discretion, those Eligible Employees who will be
     invited to participate in the Plan and the level of participation
     of such individuals based on an assessment of the Eligible
     Employee job function, after consultation with the appropriate
     business leaders or otherwise, as follows:

     (a)  An Eligible Employee may be designated a Level I Participant
          if the Administrator determines in its sole discretion that the
          Eligible Employee's management ability or technical skill,
          knowledge, or leadership is critical to System operations and to
          the completion of the transactions contemplated by the Merger
          Agreement.

     (b)  An Eligible Employee may be designated a Level II
          Participant if the Administrator determines in its sole
          discretion that the Eligible Employee performs a function
          critical to either the continuation of System operations or to
          the completion of the transactions contemplated by the Merger
          Agreement.

     (c)  An Eligible Employee may be designated a Level III
          Participant if the Administrator determines the Eligible Employee
          is important to the completion of the transactions contemplated
          by the Merger Agreement.

     The Administrator's selection of Participants and
     designation as Level I, Level II, or Level III Participants
     shall be final, binding, and conclusive on the date such
     selections and designations are made.

2.03 Participation. The Administrator shall invite those Eligible
     Employees selected in accordance with Section 2.02 to
     participate in the Plan and advise them of the conditions
     governing participation and entitlement to Plan benefits by
     delivering to them the Agreement, the terms of which are
     hereby incorporated by reference. To be eligible for Plan
     benefits, those Eligible Employees invited to participate
     must file with the Administrator, within the time period
     established by the Administrator, an executed Agreement.  A
     Participant's entitlement to benefits shall be determined in
     accordance with Article III of the Plan.


                           ARTICLE III

                  BENEFITS AND TERMS OF PAYMENT

3.01 Retention Bonus Amounts.  The Administrator shall determine
     a Participant's potential Retention Bonus and shall designate
     such amount in the Agreement, in accordance with the following:

     (a)  Level I Participants may receive a Retention Bonus of
          up to 24 months of Base Pay.

     (b)  Level II Participants may receive a Retention Bonus of
          up to 18 months of Base Pay.

     (c)  Level III Participants may receive a Retention Bonus of up
          to 12 months of Base Pay.

     The Administrator's determination of each Participant's
     potential Retention Bonus amount as stated in the Agreement
     shall be final, binding, and conclusive.  Participant's
     entitlement to all or part of the Retention Bonus shall be
     determined in accordance with the remainder of Article III
     of the Plan.

3.02 Conditions Precedent to Plan Benefits.  A Participant's or
     Beneficiary's entitlement to Plan benefits shall be
     determined in accordance with the terms and conditions of
     the Plan and, subject to Section 5.02(i), shall be
     conditioned on the following:

     (a)  Participant's selection by the Administrator;
     (b)  Participant's execution and return to the Administrator of
          the Agreement within the time period established by the
          Administrator;
     (c)  Participant's compliance with the terms of the Agreement;
     (d)  The occurrence of a Payment Event;
     (e)  Participant's continued active System employment through and
          until the applicable Payment Event;
     (f)  For Payment Events other than those described in Section
          3.03(a) and Section 3.03(b) of the Plan, Participant's or
          Beneficiary's timely submission of a claim for Plan benefits in
          accordance with Section 5.04 of the Plan and Favorable
          Resolution;
     (g)  Participant's timely execution of, return of, and failure to
          revoke the Release;
     (h)  If benefits are payable because of a Participant's death,
          Beneficiary's timely execution of, return of, and failure to
          revoke the Release.

3.03 Payment Upon Certain Events.  Subject to Sections 3.02,
     this Section 3.03 sets forth the entitlement of a
     Participant to certain payments, subject to applicable tax
     and other required withholding, under circumstances
     specified in each subsection.  In no event shall a
     Participant be entitled to receive any Plan benefits if
     Shareholder Approval does not occur.  In addition, a
     Participant shall not be entitled to receive more than the
     full amount of Participant's Retention Bonus under this
     Plan.

     (a)  General Payment Events of Closing and the First
          Anniversary.  Except as otherwise provided in Section
          3.03(c) or 3.03(d), a Participant's Retention Bonus
          shall be payable as follows:

          (1)  Participant shall be entitled to receive one-half (1/2) of
               Participant's Retention Bonus on the later of (i) the date of
               Closing or (ii) within fifteen (15) days following the effective
               date of the Release.

          (2)  Participant shall be entitled to receive the remaining one-
               half (1/2) of Participant's Retention Bonus on the later of (i)
               the First Anniversary or (ii) within fifteen (15) days following
               the effective date of the Release.

     (b)  Merger Termination.  If the Merger Agreement is
          terminated for any reason after Shareholder Approval,
          each Participant shall receive a single-sum cash
          payment equal to 25% of Participant's Retention Bonus,
          which amount shall be paid within fifteen (15) days
          following the later of (i) the date of termination of
          the Merger Agreement or (ii) the effective date of the
          Release, except as otherwise provided in Section
          3.03(c) or Section 3.03(d).  In the event of payment
          because of termination of the Merger Agreement, no
          further payments shall be due a Participant under the
          Plan.

     (c)  Death or Disability:

          (1) In the event of a Participant's Disability or
              death after Shareholder Approval but prior to the
              date of Closing, Participant (or his Beneficiary in
              the event of Participant's death) shall be entitled
              to receive one-half (1/2) of Participant's Retention
              Bonus on the later of (i) the date of Closing; (ii)
              within fifteen (15) days following the effective
              date of the Release; or (iii) within fifteen (15)
              days following Favorable Resolution; provided,
              however, that in the event of a termination of the
              Merger Agreement, Plan benefits shall be in the
              amount set forth in Section 3.03(b) and payment
              shall be on the later of fifteen (15) days following
              (iv) the termination of the Merger Agreement; (v)
              the effective date of the Release; or (vi) Favorable
              Resolution.

          (2) In the event of a Participant's Disability or
              death on or after the date of Closing, but prior to
              the First Anniversary, Participant (or his
              Beneficiary in the event of Participant's death)
              shall be entitled to receive the remaining one-half
              (1/2) of Participant's Retention Bonus within
              fifteen (15) days following the later of (i) the
              effective date of the Release or (ii) Favorable
              Resolution.

      (d) Qualifying Termination:

          (1) If a Participant should experience a Qualifying Termination
              prior to the Closing, Participant shall receive the full amount
              of Participant's Retention Bonus on the later of (i) the date of
              Closing; (ii) within fifteen (15) days following the effective
              date of the Release; or (iii) within fifteen (15) days following
              Favorable Resolution; provided, however, that in the event of a
              termination of the Merger Agreement, Plan benefits shall be in
              the amount as set forth in Section 3.03(b) and payment shall be
              on the later of fifteen (15) days following (iv) the termination
              of the Merger Agreement; (v) the effective date of the Release;
              or (vi) Favorable Resolution.

          (2) If Participant should experience a Qualifying Termination on
              or after the date of Closing, Participant shall receive the
              remainder of his Retention Bonus within fifteen (15) days
              following the later of (i) the effective date of the Release or
              (ii) Favorable Resolution.

3.04 Payments.  Payment of amounts due under the Plan shall be
     provided to Participant in the same manner (direct deposit or by
     internal mail delivery) as Participant receives his regular
     paycheck or by mail at the last known address of Participant in
     the possession of his System employer, at the discretion of the
     Administrator.  In the event payment under the Plan is due to
     Beneficiary, Beneficiary shall provide Administrator with the
     address to which payment should be directed, failing which
     Administrator shall provide payment to Beneficiary at the address
     indicated in the claim for benefits filed by Beneficiary.
     Federal income taxes shall be withhold from any payments under
     this Agreement and the Plan at the rate of 28% (or such other
     rate as may be applicable to supplemental wages), in addition to
     all other withholdings required by law.

3.05 Requirement of Waiver and Release.  As a condition to each
     payment under the Plan or the Agreement, Participant (or
     Beneficiary, as applicable) shall execute, return to
     Administrator, and fail to revoke a Release, prior to such
     payment.  Prior to execution of the Release, Participants will
     have at least 21 days within which to consider the Release,
     although the Release may be executed prior to expiration of the
     21-day period of consideration.  Any changes in the offer to
     participate in the Plan, whether material or immaterial,
     including any changes in the Release, shall not restart the 21-
     day period of consideration of the Release, but in no event shall
     Participant be given less than 7 days to revoke the Release after
     execution and submission.  In the event the Release is determined
     to be invalid or unenforceable for any reason, Participant (or
     Beneficiary) shall not be entitled to payment under the Agreement
     or the Plan and must return any sums received under the Plan or
     the Agreement unless Participant (or Beneficiary) executes,
     returns and fails to revoke an enforceable Release.

3.06 Other Benefits.  Nothing contained in the Plan shall
     preclude a Participant from receiving, in addition to any
     benefits provided under this Plan, any payments under any
     agreement between a Participant and any System Company or under
     any employee benefit plan or program established by Company or
     any other System Company, including, without limitation, any
     early retirement or voluntary severance program implemented by a
     Participant's System employer.  However nothing provided in this
     Plan or the Agreement shall entitle a Participant to any benefits
     under any other employee benefit plan or program of a System
     Company other than in accordance with the terms and provisions of
     such employee benefit plans or programs.  Any Retention Bonus
     payable in accordance with the terms and conditions of this Plan
     shall be in addition to, and not in lieu of, any severance
     payments due to a Participant pursuant to any severance plan or
     agreement applicable to such Participant.  Any Retention Bonus
     payable under this Plan shall not be considered compensation for
     purposes of any other benefit plan; provided, however, that the
     Retention Bonus shall be considered compensation for purposes of
     the Executive Deferred Compensation Plan of Entergy Corporation
     and Subsidiaries.

3.07 Other Retention Arrangements.  The terms of the Plan shall
     supercede any and all prior oral or written communications,
     negotiations, commitments, and understandings with respect to
     retention benefits offered in connection with the transactions
     contemplated by the Merger Agreement and render such agreements,
     negotiations, commitments, and understandings null and void.  In
     the event of payment under the Plan, Participant shall not be
     entitled to further or additional payments in conjunction with
     any retention benefits and shall waive all claims associated with
     any entitlement to additional retention payments.
     Notwithstanding anything to the contrary in this Section, this
     provision shall not apply to any benefits to which a Participant
     is entitled under any other System Company employee benefit or
     retention plan or program in effect prior to the public
     announcement of the Merger Agreement or under any written
     retention agreement between Eligible Employee and a System
     Company, offered to and accepted by Eligible Employee prior to
     the public announcement of the Merger Agreement.

3.08 Incompetent.  If a Participant shall be or become physically
     or mentally incompetent to receive benefits under this Plan, the
     Administrator, in its sole and absolute discretion, may direct
     payment of such benefits in one or more of the following ways:
     (a) directly to such Participant in the case of physical
     incompetence; (b) to Participant's legal guardian or conservator;
     (c) to Participant's spouse or to any person charged with his
     support, to be expended for his benefit.  The decision of the
     Administrator shall be final and binding upon all parties in
     interest.  Any such payment shall completely discharge all
     obligations under the Plan and the Agreement.

3.09 Confidentiality. A Participant shall be required to
     acknowledge that the terms and conditions of the Plan and his
     Agreement are confidential. A Participant shall not disclose,
     publicize, or discuss any of the terms or conditions of this Plan
     or his Agreement (and related agreements) with anyone, except his
     or her spouse, attorney, accountant, supervisor, or as required
     by law.  In the event a Participant discloses this Plan or his
     Agreement (or related agreements) or any of their terms or
     conditions to his or her spouse, attorney, accountant, or
     supervisor, it shall be Participant's duty to advise said
     individual(s) of the confidential nature of this Plan and his
     Agreement (and related agreements) and to direct them not to
     disclose, publicize, or discuss any of the terms or conditions of
     this Plan (or related agreements) with any other person.  If
     Participant discloses, publicizes, or discusses any of the terms
     or conditions of this Plan or his Agreement (or related
     agreements) with any other person, except his spouse, attorney,
     accountant, or supervisor, Participant will forfeit the right to
     Participant's Retention Bonus.


                           ARTICLE IV

                       SOURCE OF PAYMENTS

4.01 Unfunded Plan.  All rights of a Participant, Beneficiary or
     any other person or entity having or claiming a right to payments
     under this Plan shall be entirely unfunded, and nothing in this
     Plan shall be construed to give such person or entity any right,
     title, interest, or claim in or to any specific asset, fund,
     reserve, account or property of any kind whatsoever, owned by a
     System Company, or in which a System Company may have any right,
     title or interest now or in the future.

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

4.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article IV to the contrary, the Company or any other
     System Company may make contributions to a trust intended to
     qualify as a "grantor trust" under the Internal Revenue
     Code, in such amounts and at such times as it or they shall
     determine in its or their complete discretion.  The trust
     contemplated by this Section is not intended to cause
     Participants to realize current income on amounts
     contributed thereto, and the trust shall be so interpreted.


                            ARTICLE V

                       PLAN ADMINISTRATION

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

5.02 Powers of the Administrator.  The Administrator and any of
     its delegees shall administer the Plan in accordance with its
     terms and shall have all powers, authority, and discretion
     necessary or proper for such purpose.  In furtherance of this
     duty, the Administrator shall have the sole and exclusive power
     and discretion to make factual determinations, construe and
     interpret the Plan, including the intent of the Plan and any
     ambiguous, disputed or doubtful provisions of the Plan.  Further,
     any individual serving in the capacity as Administrator shall be
     authorized to take any actions authorized under this Plan and the
     Agreement, including, without limitation, execution of the
     Agreement.  All findings, decisions, or determinations of any
     type made by the Administrator, including factual determinations
     and any interpretation or construction of the Plan or Agreement,
     shall be final and binding on all parties and shall not be
     disturbed unless the Administrator's decisions are arbitrary and
     capricious.  The Administrator shall be the sole judge of the
     standard of proof required in any claim for benefits and/or in
     any question of eligibility for a benefit.  By way of example,
     the Administrator shall have the sole and exclusive power and
     discretion:

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

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

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

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

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

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

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

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

     (i) to accelerate payments to Participants under the Plan;

     (j) to direct the System employer concerning all payments that
         shall be made pursuant to the terms of the Plan; and

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

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

5.03 Claims Administration.  The Administrator may appoint and,
     in its sole discretion, remove a Claims Administrator and/or
     Claims Appeal Administrator to administer claims for benefits
     under the Plan in accordance with its terms, and, pursuant to
     section 5.02, such delegees shall have all powers, authority, and
     discretion necessary or proper for such purpose.  In the absence
     of such appointment, the Administrator shall be the Claims
     Administrator and Claims Appeal Administrator.

5.04 Filing Benefit Claims.  Any claim asserting entitlement to a
     benefit under the Plan must be asserted within ninety (90) days
     after the event giving rise to the claim by sending written
     notice of the claim to the Claims Administrator, in accordance
     with Section 7.01.  The written notice of the claim must be
     accompanied by any and all documents, materials, or other
     evidence allegedly supporting the claim for benefits.  If the
     claim is granted, the claimant will be so notified in writing by
     the Claims Administrator.

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

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

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

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

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

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

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


                           ARTICLE VI

                    AMENDMENT AND TERMINATION

6.01 General. This Plan document and Exhibits A and B set forth
     all of the provisions of the Plan, and shall supersede any
     and all prior oral or written negotiations, commitments,
     understandings and writing with respect to retention
     benefits for Participants. The Board shall have the right,
     in its absolute discretion, at any time and from time to
     time, to modify or amend, in whole or in part, any or all of
     the provisions of this Plan, or suspend or terminate it
     entirely, subject to the provisions of Section 6.02 hereof.
     The provisions of this Article VI shall survive a
     termination of the Plan unless such termination is agreed to
     by the Participants.

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

     (a)  No amendment, modification, suspension or termination of the
          Plan (1) will be effective after the Closing; (2) may reduce the
          amount of benefits or adversely affect the manner of payment of
          benefits of any Participant or Beneficiary then receiving
          benefits in accordance with the terms of Article III; or (3) may
          adversely affect the rights of any Participant or Beneficiary
          with respect to any Retention Bonus already awarded; provided,
          however, that any amendment, modification, suspension or
          termination shall be effective if such is agreed to in writing
          and signed by the affected Participant or Beneficiary and by the
          Plan Administrator, or by their legal representatives and
          successors; and

     (b)  No provision of this Plan may be modified, waived, or
          discharged unless such modification, waiver, or discharge is
          agreed to in writing and signed by the affected Participant and
          by the Plan Administrator, or by their legal representatives and
          successors.

6.03 Successors.  Company shall require any successor (whether
     direct or indirect, by purchase, merger, consolidation, or
     otherwise) of all or substantially all of its business and/or
     assets to expressly assume and agree to perform this Plan in the
     same manner the Plan would be performed if no such succession had
     taken place.  Failure of the Company to obtain such assumption
     and agreement prior to the effectiveness of any such succession
     shall be a breach of this Plan and shall entitle each Participant
     to compensation from the Company in the same amount and on the
     same terms as they would be entitled hereunder if terminated for
     Good Reason, except, for the purposes of implementing the
     foregoing, the date on which any such succession becomes
     effective shall be deemed the effective date of termination.  Any
     successor or surviving entity that assumes or otherwise adopts
     this Plan as contemplated in this Section 6.03 shall succeed to
     all the rights, powers and duties of the Company and the Board
     hereunder, subject to the restrictions on amendment or
     termination of the Plan as set forth in Section 6.02.


                           ARTICLE VII

                          MISCELLANEOUS

7.01 Notices.  Any notices or claims for benefits to
     Administrator under the Plan or the Agreement shall be in
     writing; shall be 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 the Administrator in a writing addressed to
     Participant at the last known address in the possession of
     Participant's System employer:

       Plan Administrator
       Messrs. C. Gary Clary & Darrell A. Guidroz
       Human Resources and
       Administration
       639 Loyola Avenue, 14th Floor
       New Orleans, LA 70113

     Any notices or claims decisions Administrator is required to
     provide under the Plan or the Agreement shall be in writing;
     shall be deposited in the mail, first class, registered or
     certified, return receipt requested, with proper postage
     prepaid; and shall be addressed to Participant at the last
     known address in the possession of Participant's System
     employer.  However, payments shall be made in the manner
     provided in Section 3.04.

7.02 Plan Provisions Control.  The terms and conditions of the
     Plan shall be incorporated into the Agreement.  In the event of a
     conflict between the provisions of the Plan and the Agreement,
     the provisions of the Plan shall control.

7.03 No Alienation. No Participant shall have any right to
     assign, pledge, hypothecate, anticipate or in any way create a
     lien upon any amounts payable hereunder.  No amounts payable
     hereunder shall be subject to assignment or transfer or otherwise
     be alienable, either by voluntary or involuntary act or by
     operation of law, except as may be otherwise required by law in
     connection with marital dissolution or child support obligations,
     or be subject to attachment, execution, garnishment,
     sequestration or other seizure under any legal, equitable or
     other process.

7.04 No Mitigation.  If Participant's employment with his System
     employer terminates, Participant is not required to seek other
     employment or to attempt in any way to reduce any amounts payable
     to Participant pursuant to Article III of the Plan.  Further, the
     amount of any payment or benefit provided for under this Plan
     shall not be reduced by any compensation earned by Participant as
     the result of employment by another employer, by retirement
     benefits, by offset against any amount claimed to be owed by the
     Participant to the System, or otherwise.

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

7.06 No Right to Employment.  Nothing in this Plan or the
     Agreement shall be deemed to give any person the right to be
     retained in the service of the System, be deemed to interfere
     with the right of a System employer to discharge any person, or
     in any other way to constitute a contract of employment.

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

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

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

7.10 Controlling Law.  The administration of the Plan shall be
     governed by the laws of the State of Delaware, without regard to
     the conflict of law principles of any state. Any persons or
     corporations who now are or shall subsequently become parties to
     the Plan shall be deemed to consent to this provision.