Exhibit 10(a)83


                       RETENTION AGREEMENT

          THIS AGREEMENT, executed on October 1,2000, and
     effective as of July 29, 2000, by and between Entergy
     Corporation, a Delaware corporation (`Company"), and C.
     Gary Clary ("Executive').

          WHEREAS, Executive is currently employed by Entergy
     Services, Inc., a System employer, and serves in the
     position of Senior Vice-President, Human Resources and
     Administration of Entergy Services, Inc.;

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

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

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

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

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

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

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

       2.2  Executive's Covenants. Executive agrees to the
            following:

              (A)  For a period of two years following the Date of
            Termination, Executive shall not engage in any
            employment or other activity (without the prior
            written consent of Company) either in his individual
            capacity or together with any other person,
            corporation, governmental agency or body, or other
            entity, that is (i) listed in the Standard & Poor's
            Electric Index or the Dow Jones Utilities Index; or
            (ii) in competition with, or similar in nature to,
            any business conducted by any System Company at any
            time during such period, where such competing
            employer is located in, or servicing in any way
            customers located in, those parishes and counties in
            which any System Company services customers during
            such period. In the event of any violation by
            Executive of this paragraph (A) of subsection 2.2,
            Executive shall repay to Company, within 5 business
            days of Company's written request therefor, any
            amounts previously paid to him pursuant to
            subsections 3.3 and 3.4, and Executive shall have no
            further entitlement to receive any additional
            payments or benefits under such subsections.

       (B)  For  a  period of two years following  the  Date  of
            Termination, Executive agrees not to take any action
            or  make  any  statement, written or  oral,  to  any
            current or former employee of any System Company, or
            to  any  other person, which disparages  any  System
            Company,  its management, directors or shareholders,
            or its practices, or which disrupts or impairs their
            normal  operations, including actions or  statements
            (i)  that  would harm the reputation of  any  System
            Company  with  its clients, suppliers, employees  or
            the  public;  or  (ii)  that  would  interfere  with
            existing  or  prospective contractual or  employment
            relationships  with  any  System  Company   or   its
            clients, suppliers or employees. In the event of any
            violation by Executive of this paragraph (B) of this
            subsection  2.2, Executive shall repay  to  Company,
            within  5 business days of Company's written request
            therefor,  any amounts in respect of the Three-Times
            Severance   Payment  or  the  Four-Times   Severance
            Payment   previously  paid  to   him   pursuant   to
            subsections 3.3 and 3.4, and Executive shall have no
            further   entitlement  to  receive  any   additional
            payments or benefits under such subsections.

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

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

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

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

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

4.Gross-Up Payment.

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

  4.2  For purposes of determining whether any of the Total
       Payments will be subject to the Excise Tax and the amount
       of such Excise Tax, (i) all of the Total Payments shall be
       treated as "parachute payments" (within the meaning of
       section 280G(b) (2) of the Code) unless, in the opinion of
       tax counsel ("Tax Counsel") reasonably acceptable to Executive
       and selected by the accounting firm which was, immediately
       prior to the Closing, Company's independent auditor (the
       "Auditor"), such payments or benefits (in whole or in
       part) do not constitute parachute payments, including by
       reason of section 280G(b) (4) (A) of the Code, (ii) all
       "excess parachute payments' within the meaning of section
       280G(b) (1) of the Code shall be treated as subject to
       the Excise Tax unless, in the opinion of Tax Counsel,
       such excess parachute payments (in whole or in part)
       represent reasonable compensation for services actually
       rendered (within the meaning of section 250G(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 or sections 280G(d) (3) and (4) of the Code.
       For purposes of determining the amount of the Gross-Up
       Payment, Executive shall be deemed to pay federal income
       tax at the highest marginal rate of federal income
       taxation in the calendar year in which the Gross-Up
       Payment is to be made and state and local income taxes at
       the highest marginal rate of taxation in the state and
       locality of Executive's residence on the Date of
       Termination (or if there is no Date of Termination, then
       the date on which the Gross-Up Payment is calculated for
       purposes of this Section 4), net of the maximum reduction
       in federal income taxes which could be obtained from
       deduction of such state and local taxes.

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

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

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

7.Superceded  Agreements and Benefits. This Agreement supercedes
  any  other  agreements or representations, oral or  otherwise,
  express or implied, with respect to the subject matter  hereof
  which  have  been  made by Executive or  any  System  Company,
  including, but not limited to, the Term Sheet executed  by  J.
  Wayne  Leonard  on  September 29, 2000,  and  any  other  term
  sheets,  offers,  or agreements preceding  execution  of  this
  Agreement.   Notwithstanding  any  other  provision   to   the
  contrary, Executive acknowledges that benefits provided  under
  this  Agreement  are  in  lieu of participation  in,  and  any
  payment  that  might  otherwise have been payable  under,  the
  System  Executive Continuity Plan of Entergy  Corporation  and
  Subsidiaries  and  any  other System  severance  or  retention
  plan, and Executive hereby waives any right to participate  in
  such plans.

8.Termination Procedures and Compensation During Dispute.

  8.1  Notice  of  Termination.  Any  purported  termination   of
       Executive's  employment (other than by reason  of  death)
       shall  be  communicated by written Notice of  Termination
       from  one  party  hereto  to the other  party  hereto  in
       accordance  with  this Section 8. For  purposes  of  this
       Agreement, a "Notice of Termination" shall mean a  notice
       which  shall indicate the specific termination  provision
       in  this  Agreement relied upon and shall  set  forth  in
       reasonable detail the facts and circumstances claimed  to
       provide a basis for termination of Executive's employment
       under  the  provision so indicated. Further, a Notice  of
       Termination for Cause pursuant to clauses (i) or (ii)  of
       Section  16.6  is  required  to  include  a  copy  of   a
       resolution  duly adopted by the affirmative vote  of  not
       less  than  three-quarters (3/4) of the entire membership
       of  the  Board at a meeting of the Board which was called
       and  held for the purpose of considering such termination
       (after  reasonable notice to Executive and an opportunity
       for  Executive, together with Executive's counsel, to  be
       heard  before the Board) finding that, in the good  faith
       opinion of the Board, Executive was guilty of conduct set
       forth  in  clause (i) or (ii) of the definition 01  Cause
       herein, and specifying the particulars thereof in detail.

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

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

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

9.No  Mitigation. Company agrees that Executive is not  required
  to  seek  other employment or to attempt in any way to  reduce
  any  amounts  payable  to  Executive by  Company  pursuant  to
  Sections 3, 4, or 6 hereof or Section 8.4 hereof. Further, the
  amount  of  any  payment  or  benefit  provided  for  in  this
  Agreement  shall not be reduced by any compensation earned  by
  Executive as the result of employment by another employer,  by
  retirement  benefits, by offset against any amount claimed  to
  be  owed by Executive to Company, or otherwise (other than (i)
  as  otherwise provided in subsection 2.2 (A) and (B) and  (ii)
  offsets  in  accordance  with the  provisions  of  the  System
  Executive   Retirement   Plan  of  Entergy   Corporation   and
  Subsidiaries,  should Executive be entitled to  and  elect  to
  receive the Supplemental Retirement Benefit in accordance with
  subsection 16.27(b)).

10.Successors: Binding Agreement.

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

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

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

    If to Company:                           If to Executive:
    Michael G. Thompson                      C. Gary Clary
    General Counsel, Entergy Corporation     48 Versailles Boulevard
    639 Loyola Avenue                        New Orleans, LA 70125
    New Orleans, LA 70113-3 125

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

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

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

15.Settlement of Disputes; Arbitration.

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

   15.2Any  further  dispute or controversy arising under  or  in
       connection   with   this  Agreement  shall   be   settled
       exclusively  by arbitration in the metropolitan  area  in
       which  Executive  resides on the Date of Termination  (or
       the  date  that  the Merger Agreement is  terminated,  as
       applicable) in accordance with the rules of the  American
       Arbitration   Association  then  in   effect;   provided,
       however,  that  the evidentiary standards  set  forth  in
       subsections  16.6  and 16.19 of this Agreement  shall  be
       applied by the arbitrator(s). Judgment may be entered  on
       the  arbitrator's award in any court having jurisdiction.
       Notwithstanding  any provision of this Agreement  to  the
       contrary,  Executive shall be entitled to  seek  specific
       performance  of  Executive's right to be paid  until  the
       Date of Termination during the pendency of any dispute or
       controversy  arising  under or in  connection  with  this
       Agreement.

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

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

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

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

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

   16.5Board shall mean the Board of Directors of Company.

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

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

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

   16.9Committee shall mean (i) the individuals who, on  the  date
       hereof,  constitute the Personnel Committee of  the  Board,
       plus  (ii)  in the event that fewer than three  individuals
       are  available from the group specified in clause (i) above
       for  any  reason, such individuals as may be  appointed  by
       the  individual or individuals so available (including  for
       this  purpose  any individual or individuals previously  so
       appointed under this clause (ii)).

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

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

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

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

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

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

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

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

  16.18Four-Times Severance Payment shall mean the payment of
       a  lump sum retention payment, in cash, equal to four times
       the  sum  of  (i) Executive's Annual Base Salary  and  (ii)
       Executive's highest maximum annual bonus opportunity  under
       the  EAIP for any fiscal year ending after the date hereof,
       which  Four-Times Severance Payment shall in  no  event  be
       less  than $ 2,166,344.00. The Four-Times Severance Payment
       shall  be  in  lieu  of  any  further  salary  payments  to
       Executive for periods subsequent to the Date of Termination
       (if   any)   and  in  lieu  of  any  retention,  severance,
       termination  or  similar  benefit  otherwise   payable   to
       Executive under any plan, program, arrangement or agreement
       of or with any System Company.

  16.19Good Reason for termination by Executive of Executive's
       employment  shall  mean the occurrence (without  Executive's
       express written consent) of any one of the following acts by
       Company,  or failure by Company to act, unless, in the  case
       of  any  act  or failure to act described in paragraph  (A),
       (E),  (F),  or  (G)  below, such act or failure  to  act  is
       corrected prior to the Date of Termination specified in  the
       Notice of Termination given in respect thereof:

       (A) any  adverse  change  in Executive's titles,  authority,
           duties, responsibilities or reporting lines as compared
           with those in effect on the date hereof;

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

       (C) the   relocation  of  Executive's  principal  place   of
           employment  to  a  location more  than  20  miles  from
           Executive's principal place of employment on  the  date
           hereof  or  Company's requiring Executive to  be  based
           anywhere  other than such principal place of employment
           (or  permitted relocation thereof) except for  required
           travel on Company's business to an extent substantially
           consistent  with  Executive's present  business  travel
           obligations;

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

       (E) the  failure  by  Company  to  continue  in  effect  any
           compensation plan in which Executive participates on  or
           after  the  date hereof which is material to Executive's
           total  compensation,  unless  an  equitable  arrangement
           (embodied in an ongoing substitute or alternative  plan)
           has  been made with respect to such plan, or the failure
           by   Company   to   continue  Executive's  participation
           therein  (or in such substitute or alternative plan)  on
           a  basis not materially less favorable, both in terms of
           the  amount  or  timing of payment of benefits  provided
           and  the level of Executive's participation relative  to
           other  participants, as existed on the date  hereof  (or
           as the same may be improved after the date hereof);

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

       (G) any  purported  termination  of  Executive's  employment
           that   is   not  effected  pursuant  to  a   Notice   of
           Termination  satisfying the requirements of Section  8.1
           hereof;   for  purposes  of  this  Agreement,  no   such
           purported termination shall be effective.

       Executive's  right to terminate Executive's employment  for
       Good Reason shall not be affected by Executive's incapacity
       due  to  physical or mental illness. Executive's  continued
       employment shall not constitute consent to, or a waiver  of
       rights  with  respect  to,  any  act  or  failure  to   act
       constituting  Good Reason hereunder. For  purposes  of  any
       determination regarding the existence of Good  Reason,  any
       claim  by  Executive  that  Good  Reason  exists  shall  be
       presumed  to be correct unless Company establishes  to  the
       Committee  (and  to  the  arbitrator(s)  in  the  event  of
       arbitration of a dispute or controversy hereunder) by clear
       and convincing evidence that Good Reason does not exist.

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

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

  16.22Maximum   LTIP  Award  shall  mean  the  number   of
       performance   shares  or  performance   share   units,   as
       applicable,  that  Executive shall be entitled  to  receive
       under  the LTIP with respect to any performance period  (as
       defined  in  the applicable program or plan) that  includes
       the Date of Termination, such number to be determined as if
       Executive  satisfied the remaining performance requirements
       and  was  entitled to the maximum pay out level  under  the
       long   term   incentive  program  with  respect   to   such
       performance periods.

  16.23Normal Post-Termination Compensation and Benefits shall
       mean  Executive's  normal post-termination compensation  and
       benefits as such payments become due, and determined  under,
       and paid in accordance with, Company's retirement, insurance
       and  other  compensation  or  benefit  plans,  programs  and
       arrangements as in effect immediately prior to the  Date  of
       Termination or, if more favorable to Executive, as in effect
       immediately  prior to the occurrence of the first  event  or
       circumstance constituting Good Reason.

  16.24Notice of Termination shall have the meaning set forth  in
       Section 8.1 hereof.

  16.25Other  EOP Awards shall mean (a) the vesting of, and lapse
       of  restrictions on, all restricted shares, stock options,
       and  other  awards (excluding awards under the  LTIP),  as
       applicable,  granted to Executive prior  to  the  Date  of
       Termination, to the extent such shares, options  or  other
       awards  have  not  already vested or restrictions  thereon
       have  not  yet lifted and (b) the extension of the  period
       during  which stock options shall be exercisable  for  the
       remainder  of the ten-year term extending from  the  grant
       date.

  16.26Oualifvin2   Termination  shall  mean  a   termination   of
       Executive's employment (i) by Executive for Good Reason
       prior to the Closing and prior to the termination of the
       Merger  Agreement,  (ii) by Company other  than  for  Cause
       prior to the Closing and prior to  the termination of the
       Merger Agreement, and (iii)  for any reason on or after the
       Closing.

  16.27Supplemental Retirement Benefit shall mean, at  Executive's
       election  at the earlier of Closing or Date of Termination,
       either  (a) a lump sum cash payment equal to $2,242,583.00,
       which   represents   payment  in  lieu   of   non-qualified
       supplemental  retirement  benefits  earned  prior  to   the
       Closing  under  the  System Executive  Retirement  Plan  of
       Entergy   Corporation   and   Subsidiaries,   the   Pension
       Equalization  Plan of Entergy Corporation and Subsidiaries,
       the Supplemental Retirement Plan of Entergy Corporation and
       Subsidiaries,  and  the  Post-Retirement  Plan  of  Entergy
       Corporation and Subsidiaries, and any supplemental credited
       service  granted  Executive under such plans,  or  (b)  the
       benefit  available to Executive under the System  Executive
       Retirement  Plan  of Entergy Corporation and  Subsidiaries,
       under  the terms and conditions of that plan applicable  to
       individuals who became participants on or after  March  25,
       1998,  including  the adjusted System  employment  date  of
       December  27,  1973  provided  in  Executive's  Participant
       Application for the plan, provided, however, that Executive
       shall not require permission under the plan or otherwise to
       retire and commence receipt of benefit payments.

  16.28System shall mean Company and all other System Companies.

  16.29System  Company(ies)  shall  mean  Company  and  any  other
       corporation  80%  or more of whose stock (based  on  voting
       power  or value) is owned directly or indirectly by Company
       and  any partnership or trade or business which is  80%  of
       more  controlled, directly or indirectly, by  Company,  and
       any  successor to the business and/or assets  of  any  such
       entity.

  16.30Tax Counsel shall have the meaning set forth in Section 4.2
       hereof.

  16.31Total  Payments shall mean those payments so  described  in
       Section 4.1 hereof.

  16.32Merger Agreement shall mean the Ring-Ranger Merger
       Agreement or any other agreement, the consummation of the
       transactions contemplated by which would constitute a
       "Change in Control" under the Company's Executive
       Continuity Plan, as in effect on the date hereof.

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

ENTERGY COPORATION                      EXECUTIVE


By: /s/ J. Wayne Leonard               /s/ C. Gary Clary
   J. Wayne Leonard                    C. Gary Clary
   Chief Executive Officer             Senior Vice-President,
                                       Human Resources and
                                       Administration for
                                       Entergy Services, Inc.