Exhibit 10(a)77

                 ENTERGY CORPORATION AND SUBSIDIARIES

                          EQUITY AWARDS PLAN


                               ARTICLE I

                                PURPOSE


1.01 Purpose. The purpose of this Entergy Corporation and Subsidiaries
     Equity  Awards  Plan  (the "Plan") is to provide   eligible   key
     employees  with an opportunity to acquire shares of Common  Stock
     (as  defined  in  Section 2.03 below), to more  closely  tie  the
     interests  of such key employees to those of Entergy shareholders
     and  to  provide incentive to key employees through  the  use  of
     equity incentives.

1.02 Scope and Duration

     (a)  Awards under the Plan may be granted in the following forms:

       (1)  Options ("Options") as described in Article V and related equity
          maintenance rights as described in Article V;

       (2)   Shares of Common Stock of Entergy which are restricted as
          provided in Article VI ("Restricted Shares");

       (3)  Shares of Common Stock of Entergy which are subject to attainment
          of certain Performance Goals during a Performance Period as provided
          in Article VII ("Performance Shares"); and

       (4)  Equity Awards and related benefits as described in Article VIII
          ("Equity Awards").

     (b)        Subject to Section 10.01, the maximum aggregate of  30
       million  (30,000,000) shares of Common Stock shall be available
       for  delivery  pursuant to Awards (as defined in Section  2.01)
       of  Options,  Restricted  Shares,  Performance  Shares,  Equity
       Awards  or Additional Equity Awards granted from time  to  time
       under  the  Plan.  Shares of Common Stock delivered under  this
       Plan  shall  be authorized but unissued shares or  open  market
       shares  of  Entergy.  Shares of Common Stock purchased  on  the
       open  market  shall be purchased and held, in such  manner,  as
       from  time  to time determined by the Committee, so  that  such
       shares  are  not  returned  to the  status  of  authorized  but
       unissued  shares of Entergy but are available for Awards  under
       the  Plan.  Shares of Common Stock covered by Awards which  are
       not  earned,  or  which  are forfeited or  terminated  for  any
       reason,  and  Options  which expire unexercised  or  which  are
       exchanged  for  other  Awards, shall  again  be  available  for
       subsequent   Awards   under  the  Plan.  Shares   received   in
       connection  with the exercise of Options by delivery  of  other
       shares  of Common Stock, and shares related to that portion  of
       an  Award  utilized for the payment of withholding taxes  shall
       again  be available for Awards under the Plan. Shares of Common
       Stock  which are surrendered by reason of forfeiture, or  which
       are  received  in connection with the exercise  of  Options  by
       delivery  of  other shares of Common Stock, shall  be  held  by
       such  person  or  persons  (including,  but  not  limited   to,
       Entergy,  any Subsidiary, or any employee or agent thereof,  or
       any  agent  of the Plan), and in such manner, as from  time  to
       time  shall  be directed by the Committee, so that such  shares
       are  not  returned  to  the status of authorized  but  unissued
       shares  of  Entergy,  but are available for  subsequent  Awards
       under  the  Plan. Except to the extent used for the payment  of
       withholding   taxes,   cash   dividends   or   cash    dividend
       equivalents,  any Award, or portion thereof, which  is  settled
       in  cash  shall  be applied against the maximum  allocation  of
       shares.  Shares  of  Common  Stock  that  are  delivered  to  a
       Participant  under the Plan as a result of the reinvestment  of
       cash  dividends  or  dividend equivalents in  conjunction  with
       Awards  shall  be  applied against the  maximum  allocation  of
       shares.


                              ARTICLE II

                              DEFINITIONS

The  following  words  and phrases shall have the respective  meanings
under  the  Plan  as hereinafter set forth unless the context  clearly
requires a different meaning:

2.01 "Award"  shall mean the beneficial interest in or  right  to  any
     Option,  Restricted Shares, Performance Shares or  Equity  Awards
     granted from time to time under the Plan by the Committee subject
     to  such restrictions, terms and conditions as the Committee  may
     determine.

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

2.03 "Cause" shall mean:

     (a)  willful and continuing failure by System Management Participant
       to substantially perform System Management Participant's duties (other
       than such failure resulting from the System Management Participant's
       incapacity due to physical or mental illness or any such actual or
       anticipated failure after the issuance of a Notice of Termination for
       Good Reason by the System Management Participant) that has not been
       cured  within  30  days after a written demand for  substantial
       performance is delivered to the System Management Participant by the
       board  of  directors of the Employer, which demand specifically
       identifies the manner in which the board believes that the System
       Management Participant has not substantially performed the System
       Management Participant's duties; or

     (b)  the willful engaging by the System Management Participant in
       conduct which is demonstrably and materially injurious to any System
       Company, monetarily or otherwise; or

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

     (d)  a material violation by System Management Participant of any
       agreement System Management Participant has with a System Company; or

     (e)  unauthorized disclosure by System Management Participant of the
       confidences of any System Company.

     For purposes of clauses (a) and (b) of this definition, no act,
     or failure to act, on System Management Participant's part shall
     be deemed "willful" unless done, or omitted to be done, by System
     Management Participant not in good faith and without reasonable
     belief that System Management Participant's act, or failure to
     act, was in the best interest of Employer.

2.04 "Change in Control" shall mean:

     (a)  the purchase or other acquisition by any person, entity or group
       of persons, acting
       in concert within the meaning of Sections 13(d) or 14(d) of
       the Securities Exchange Act of 1934 ("Act"), or any comparable
       successor provisions, of beneficial ownership (within the
       meaning of Rule 13d-3 promulgated under the Act) of 25 percent
       or more of either the shares of common stock outstanding
       immediately following such acquisition or the combined voting
       power of Entergy Corporation's voting securities entitled to
       vote generally and outstanding immediately following such
       acquisition, other than any such purchase or acquisition in
       connection with a Non-CIC Merger (defined in subsection (b)
       below);

     (b)  the consummation of a merger or consolidation of Entergy
       Corporation, or any direct or indirect subsidiary of Entergy
       Corporation with any other corporation, other than a Non-CIC Merger,
       which shall mean a merger or consolidation immediately following which
       the individuals who comprise the Board immediately prior thereto
       constitute at least a majority of the Board, or the board of directors
       of the entity surviving such merger or consolidation, or the board of
       directors of any parent thereof (unless the failure of such
       individuals to comprise at least such a majority is unrelated to such
       merger or consolidation);

     (c)  the stockholders of Entergy Corporation approve a plan of
       complete liquidation or dissolution of Entergy Corporation or there is
       consummated an agreement for the sale or disposition by Entergy
       Corporation of all or substantially all of Entergy Corporation's
       assets; or

     (d)  any change in the composition of the Board such that during any
       period of two consecutive years, individuals who at the beginning of
       such period constitute the Board and any new director (other than a
       director whose initial assumption of office is in connection with an
       actual or threatened election contest, including but not limited to a
       consent solicitation, relating to the election of directors of Entergy
       Corporation) whose appointment or election by the Board or nomination
       for election by Entergy Corporation's stockholders was approved or
       recommended by a vote of at least two-thirds (2/3) of the directors
       then still in office who either were directors on January 1, 2000 or
       whose appointment, election or nomination for election was previously
       so approved or recommended, cease for any reason to constitute at
       least a majority thereof.

     Provided,  however, that no Change in Control shall be deemed  to
     occur  solely  by virtue of (1) the insolvency or  bankruptcy  of
     Entergy  Corporation; or (2) the transfer of  assets  of  Entergy
     Corporation to an affiliate of Entergy Corporation, provided such
     affiliate  assumes  the obligations of the  Plan  and  agrees  to
     continue  uninterrupted  the  rights  of  the  System  Management
     Participants  under  the  Plan; or (3) the  consummation  of  any
     transaction  or  series  of  integrated transactions  immediately
     following which the record holders of the common stock of Entergy
     Corporation  immediately prior to such transaction or  series  of
     transactions   continue   to   have   substantially   the    same
     proportionate  ownership  in  an  entity  which   owns   all   or
     substantially   all   of  the  assets  of   Entergy   Corporation
     immediately following such transaction or series of transactions.

2.05 "Change  in  Control  Period" shall mean  the  period  commencing
     ninety (90) days prior to and ending twenty-four (24) calendar months
     following a Change in Control.

2.06 "Code"  shall mean the Internal Revenue Code of 1986, as amended.
     Reference in the Plan to any section of the Code shall be deemed to
     include any amendment or successor provisions to such section and any
     regulation under such section.

2.07 "Committee"  shall  mean the Committee provided  for  in  Section
     3.01.   Notwithstanding the foregoing, from and  after  the  date
     immediately preceding the commencement of a Change in Control Period
     "Committee" shall mean (a) the individuals (not fewer than two in
     number) who, on the date six months before the commencement of the
     Change in Control Period, constitute the Committee under Section 3.01,
     plus (b) in the event that fewer than two individuals are available
     from the group specified in clause (a) 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 (b)).

2.08 "Common  Stock"  shall  mean shares of common  stock  of  Entergy
     Corporation and the common stock of any successor corporation  by
     merger or reorganization.

2.09 "Covered  Employee"  shall mean an Employee  who  is  a  "covered
     employee"  as defined in Section 162(m)(3) of the Code,  and  the
     regulations promulgated thereunder, or who the Committee believes will
     be such a covered employee for a Plan Year, and who the Committee
     believes will have remuneration in excess of $1,000,000  for  the
     applicable period, as provided in Section 162(m) of the Code.

2.10 "Employee" shall mean a key employee of a System Company  who  is
     selected by the Committee, in its sole discretion, to participate in
     the Plan.

2.11 "Employer"  shall  mean, except as otherwise  determined  by  the
     Committee,  with respect to a given Participant and a given Award, the
     System Company for whom such Participant is employed at the time an
     Award is granted under this Plan.

2.12 "Entergy" shall mean Entergy Corporation, a Delaware corporation,
     and  any  successor  of  such corporation  as  a  result  of  any
     reorganization or merger.

2.13 "Equity  Award"  shall mean an Award of a  unit  whose  value  is
     related to the value of shares of Common Stock but does not represent
     actual shares of Common Stock at the time such an Award is granted.

2.14 "Fair  Market Value" shall mean the closing price of  the  Common
     Stock as reported on the New York Stock Exchange Composite Tape on the
     date  the respective Award is granted or such other value as  the
     Committee may determine represents the then current traded value of a
     share of Common Stock.

2.15 "Good  Reason"  shall  mean the occurrence,  without  the  System
     Management Participant's express written consent, of any  of  the
     following events during the Change in Control Period:

     (a)  the substantial reduction or alteration in the nature or status
       of the System Management Participant's duties or responsibilities from
       those in effect on the date immediately preceding the first day of the
       Change in Control Period, other than an insubstantial and inadvertent
       act that is remedied by the System Company employer promptly after
       receipt of notice thereof given by the System Management Participant
       and other than any such alteration primarily attributable to the fact
       that Entergy Corporation may no longer be a public company;

     (b)  a reduction of 5% or more in System Management Participant's
       annual rate of base salary as in effect immediately prior to
       commencement of a Change in Control Period, which shall be calculated
       exclusive of any bonuses, overtime, or other special payments, but
       including the amount, if any, the System Management Participant elects
       to defer under: (1) a cash or deferred arrangement qualified under
       Code Section 401(k); (2) a cafeteria plan under Code Section 125; (3)
       the Executive Deferred Compensation Plan of Entergy Corporation and
       Subsidiaries, or any successor or replacement plan; and (4) any other
       nonqualified deferred compensation plan, agreement, or arrangement in
       which the System Management Participant may hereafter participate or
       be a party;

     (c)  requiring System Management Participant to be based at a location
       outside of the continental United States and other than his primary
       work location as it existed on the date immediately preceding the
       first day of the Change in Control Period, except for required travel
       on business of any System Company to an extent substantially
       consistent with the System Management Participant's present business
       obligations;

     (d)  failure by System Company employer to continue in effect any
       compensation plan in which System Management Participant participates
       immediately prior to the commencement of the Change in Control Period
       which is material to System Management Participant's total
       compensation, including but not limited to compensation plans in
       effect, including stock option, restricted stock, stock appreciation
       right, incentive compensation, bonus and other plans or any substitute
       plans adopted prior to the Change in Control Period, unless an
       equitable arrangement (embodied in an ongoing substitute or
       alternative plan) has been made with respect to such plan, or the
       failure by System Company employer to continue System Management
       Participant's participation therein (or in such substitute or
       alternative plan) on a basis not materially less favorable, both in
       terms of the amount or timing of payment of benefits provided and the
       level of the System Management Participant's participation relative to
       other participants, as existed immediately prior to the Change in
       Control; or

     (e)  failure by System Company employer to continue to provide System
       Management Participant with benefits substantially similar to those
       enjoyed by System Management Participant under any of the System
       Company's pension, savings, life insurance, medical, health and
       accident, or disability plans in which System Management Participant
       was participating immediately prior to the Change in Control Period;
       the taking of any other action by System Company employer which would
       directly or indirectly materially reduce any of such benefits or
       deprive System Management Participant of any material fringe benefit
       enjoyed by System Management Participant immediately prior to
       commencement of the Change in Control Period, or the failure by System
       Company employer to provide System Management Participant with the
       number of paid vacation days to which System Management Participant is
       entitled on the basis of years of service with the System in
       accordance with the System Company's normal vacation policy in effect
       at the time of the Change in Control.

     System Management Participant's right to terminate his employment
     for  Good  Reason  shall  not be affected  by  System  Management
     Participant's  incapacity  due to  physical  or  mental  illness.
     System  Management Participant'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.

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

2.17 "Options" shall mean any nonstatutory stock options granted under
     the Plan.

2.18 "Participant"  shall mean any Employee who is  granted  an  Award
     under  the  Plan; provided, however, that Covered  Employees  and
     Employees who are determined by the Committee to be officers, within
     the meaning of Rule 16(a) of the Securities Exchange Act of 1934, as
     amended, and Section 312.03(a) of the New York Stock Exchange Rules
     shall not be eligible to participate in this Plan.

2.19 "Performance Goals" shall mean the goals for a Performance Period
     which are established by the Committee against which performance will
     be measured.

2.20   "Performance  Period" shall mean the period designated  by  the
     Committee during which Performance Goals must be attained.

2.21 "Performance Shares" shall mean shares of Common Stock of Entergy
     Corporation which are awarded subject to attainment of Performance
     Goals during the applicable Performance Period.  Notwithstanding the
     foregoing, the Committee has sole discretion and is authorized to
     grant dollar value equivalent units in lieu of Performance Shares, in
     which case any reference to Common Stock of Entergy Corporation shall
     mean its dollar value equivalent.

2.22 "Plan" shall mean the Entergy Corporation and Subsidiaries Equity
     Award Plan, as from time to time amended.

2.23 "Potential Change in Control" shall be deemed to have occurred if
     the event set forth in any one of the following paragraphs shall have
     occurred:

     (a)  Entergy Corporation or any affiliate or subsidiary company enters
       into an agreement, the consummation of which would result in the
       occurrence of a Change in Control; or

     (b)  the Board adopts a resolution to the effect that, for purposes of
       this Plan, a Potential Change in Control has occurred; or

     (c)  any System Company or any person or entity publicly announces an
       intention to take or to consider taking actions which, if consummated,
       would constitute a Change in Control; or

     (d)  any person or entity becomes the beneficial owner (as that term
       is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
       amended from time to time), either directly or indirectly, of
       securities of Entergy Corporation representing 20% or more of either
       the then outstanding shares of common stock of Entergy Corporation or
       the combined voting power of Entergy Corporation's then outstanding
       securities (not including in the calculation of the securities
       beneficially owned by such person or entity any securities acquired
       directly from Entergy Corporation or its affiliates).

2.24 "Qualifying Event" shall mean the occurrence of one of the
     following within the Change in Control Period:

     (a)  The System Management Participant's employment is terminated by
       Employer other than for Cause; or

     (b)  The System Management Participant terminates his System
       employment for Good Reason.

     For purposes of this Plan, the following shall not constitute
     Qualifying Events:  (1) System Management Participant's death; or
     (2) System Management Participant becoming disabled under the
     terms of the Entergy Corporation Companies' Benefits Plus Long
     Term Disability ("LTD") Plan.

2.25 "Restricted Shares" shall mean shares of Common Stock of Entergy
     Corporation which are awarded subject to restrictions on the
     holder's right to sell, transfer, pledge or assign such shares
     and with such other restrictions as the Committee may determine
     in accordance with the provisions of Article VI of the Plan.
     Notwithstanding the foregoing, the Committee has sole discretion
     and is authorized to grant dollar value equivalent units in lieu
     of Restricted Shares, in which case any reference to Common Stock
     of Entergy Corporation shall mean its dollar value equivalent.

2.26 "System" shall mean Entergy Corporation and all System Companies
     and, except in determining whether a Change in Control has occurred,
     shall include any successor thereto.

2.27 "System Company" shall mean Entergy Corporation and any
     corporation 80% or more of whose stock (based on voting power) or
     value is owned, directly or indirectly, by Entergy Corporation and any
     partnership or trade or business which is 80% or more controlled,
     directly or indirectly, by Entergy Corporation, and, except in
     determining whether a Change in Control has occurred, shall include
     any successor thereto.

2.28 "System Management Level" shall mean the applicable management
     level set forth below:

     (a)  System Management Level 1 (Chief Executive Officer and Chairman
       of the Board of Entergy Corporation);

     (b)  System Management Level 2 (Presidents and Executive Vice
       Presidents within the System);

     (c)  System Management Level 3 (Senior Vice Presidents within the
       System); and

     (d)  System Management Level 4 (Vice Presidents within the System).

2.29 "System  Management  Participant" shall mean a  Participant  who,
     immediately  prior  to the commencement of a  Change  in  Control
     Period,  is (a) at one of the System Management Levels set  forth
     in  Section  2.28; and (b) eligible to participate in the  System
     Executive   Continuity   Plan   of   Entergy   Corporation    and
     Subsidiaries.

                              ARTICLE III

                            ADMINISTRATION

3.01 Committee.  The  Plan  shall  be administered  by  the  Personnel
     Committee  or  any successor thereto of the Board or  such  other
     committee as determined by the Board (the "Committee").

3.02 Powers  of  Committee. The Committee shall have plenary authority
     in  its  discretion,  subject to and not  inconsistent  with  the
     express provisions of this Plan:

     (a)  To grant Options, to determine the purchase price of the Common
       Stock covered by each Option, the term of each Option, the  key
       employees and outside directors to whom, and the time or times at
       which Options shall be granted and the number of shares to be covered
       by each Option;

     (b)   To determine which Options, if any, shall be accompanied by
       additional equity maintenance rights as described in Section 5.02;

     (c)   To grant Restricted Shares and to determine the term of the
       Restricted  Period (as defined in Article VI) and restrictions,
       forfeiture provisions and other conditions applicable  to  such
       Restricted Shares, the key employees and outside directors to whom,
       and the time or times at which, Restricted Shares shall be granted;

     (d)  To grant Performance Shares and to determine the Performance
       Goals, Performance Period and other conditions applicable to such
       Performance Shares, the key employees and outside directors to whom,
       and the time or times at which, Performance Shares shall be granted;

     (e)  To grant or establish Equity Award Accounts pursuant to the terms
       of Article VIII, to determine restrictions related to such Equity
       Awards and any allocations to or distributions from such Equity Award
       Accounts, the key employees and outside directors to whom and the time
       or times when participation therein shall be permitted hereunder and
       the number of Equity Awards to be allocated to such Equity Award
       Accounts for Participants;

     (f)  To interpret the Plan subject to the terms of Section 3.04;

     (g)  To prescribe, amend and rescind rules and regulations relating to
       the Plan subject to the terms of Section 3.04;

     (h)  To determine the terms and provisions of the Options, Restricted
       Shares, Performance Shares or Equity Award agreements (which need not
       be identical) and to cause the respective Employers to enter into such
       agreements with such Participants in connection with Awards under the
       Plan; and to make all other determinations deemed necessary  or
       advisable for the administration of the Plan.

3.03 Delegation of Duties. The Committee may delegate to one  or  more
     of its members or to one or more agents such administrative duties as
     it may deem advisable, and the Committee or any person to whom it has
     delegated duties as aforesaid may employ one or more persons to render
     advice with respect to any responsibility the Committee or such person
     may  have  under  the Plan. The Committee may  employ  attorneys,
     consultants, accountants or other persons and the Committee, Entergy
     and its officers and directors shall be entitled to rely upon the
     advice, opinions or evaluations of any such persons.

3.04 Interpretations.  All actions taken and all  interpretations  and
     determinations made by the Committee in good faith shall be final
     and   binding  upon  all  Participants,  Entergy  and  all  other
     interested persons. No member or agent of the Committee shall  be
     personally    liable   for   any   action,   determination,    or
     interpretation  made in good faith with respect to  the  Plan  or
     Awards  made  hereunder,  and  all  members  and  agents  of  the
     Committee shall be fully protected by Entergy in respect  of  any
     such  action,  determination or interpretation.  Subject  to  the
     express  provisions of the Plan, the Committee may interpret  the
     Plan, prescribe, amend and rescind rules and regulations relating
     to  it,  determine  the terms and provisions  of  the  respective
     Awards  and  make all other determinations it deems necessary  or
     advisable for the administration of the Plan.

3.05 Non-Uniform Determinations. The Committee's determinations  under
     the Plan, including without limitation, determinations as to the key
     employees to receive Awards, the terms and provisions of such Awards
     and the agreement(s) evidencing the same, need not be uniform and may
     be made by it selectively among the key employees who receive or are
     eligible to receive Awards under the Plan, whether or not such key
     employees are similarly situated.

3.06 Reliance  on  Reports and Certificates.  The Committee  may  rely
     conclusively upon all tables, valuations, certificates, opinions and
     reports furnished by an actuary, accountant, counsel or other person
     who may from time to time be employed or engaged for such purposes.

3.07 Claims  Administration.  The Committee 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  3.03,  such
     delegees shall have all powers, authority, and discretion necessary or
     proper for such purpose.  In the absence of such appointment, the
     Committee  shall  be the Claims Administrator and  Claims  Appeal
     Administrator.

3.08 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.  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.

3.09 Claims  of  Good  Reason/Cause During Change in  Control  Period.
     Solely for purposes of any determination regarding the existence of
     Good Reason or Cause during a Change in Control Period, any position
     taken by the System Management Participant shall be presumed to be
     correct unless Employer establishes to the Committee by clear and
     convincing evidence that such position is not correct.

3.10 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 claim has been received by  the
     Claims Administrator.  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 (including the
       facts upon which the denial was based) 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.

3.11 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 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.

3.12  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 sixty-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.

3.13 Judicial Proceedings for Benefits.  No claimant may file suit in
     court to obtain benefits under the Plan without first completely
     exhausting all stages of this claims review process.  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 IV

                             PARTICIPATION

4.01 Eligibility.  Key employees of any System Company,  who,  in  the
     opinion of the Committee, have significant responsibility for the
     continued  growth,  development  and  financial  success  of  the
     Companies shall be eligible to be granted Awards under the  Plan;
     provided, however, that Covered Employees and Employees  who  are
     determined by the Committee to be officers, within the meaning of
     Rule  16(a)  of the Securities Exchange Act of 1934, as  amended,
     and  Section 312.03(a) of the New York Stock Exchange Rules shall
     not  be  eligible to participate in this Plan.   Subject  to  the
     provisions  of the Plan, the Committee shall from  time  to  time
     select  from such eligible persons those to whom Awards shall  be
     granted and determine the amount of such Award. No Employee shall
     have any vested right to be granted an Award under the Plan.

4.02 Dividend  Equivalents. In the discretion  of  the  Committee,  an
     Award made in the form of an Equity Award may provide, subject to
     such  restrictions,  terms and conditions as  the  Committee  may
     establish,  for  (i)  the crediting to the  account  of,  or  the
     current payment to, each Participant who has such an Award of  an
     amount equal to cash dividends and stock dividends (collectively,
     "Dividends") paid by Entergy upon one share of Common  Stock  for
     each   share  of  Common  Stock  subject  to  each  Equity  Award
     ("Dividend Equivalents"), or (ii) the deemed reinvestment of such
     Dividend  Equivalents  in  the form of additional  Equity  Awards
     credited  to  the Participant's Equity Award Account ("Additional
     Equity Awards").


                               ARTICLE V

                             STOCK OPTIONS

5.01 General Provisions. The Committee may grant Options to such
     key  employees  whom  the  Committee determines  to  be  eligible
     pursuant  to  the terms of Article IV. Such Options shall  be  in
     such  form  and  upon such terms and conditions as the  Committee
     shall from time to time determine, subject to the following:

     (a)  Option Price. The Option Price of each Option to purchase Common
       Stock shall be determined by the Committee, but shall not be less than
       the Fair Market Value on the date the Option is granted.  For purposes
       of this section, the option price of an option granted under this Plan
       to contemporaneously replace an option rescinded under the Equity
       Ownership Plan of Entergy Corporation and Subsidiaries ("EOP") shall
       be  equal  to the Fair Market Value on the date the option  was
       originally granted under the EOP.

     (b)  Term of Options. No Option shall be exercisable prior to six
       months, or after ten years, from the date such Option is granted.
       Solely for purposes of determining whether the required six months
       have lapsed from the date of grant prior to the exercise of an option
       under  this  Article V, an option granted under  this  Plan  to
       contemporaneously replace an option rescinded under the EOP shall be
       deemed  to have been granted on the original grant date of  the
       rescinded option.

     (c)  Payment of Option Price. The purchase price of the shares as to
       which an Option is exercised shall be paid in accordance with such
       terms  and conditions and by such means as the Committee  shall
       determine.

     (d)  Exercise of Options. Options shall be subject to such terms and
       conditions, shall be exercisable at such time or times, and shall be
       evidenced by such form of written option agreement between  the
       Participant and the Employer, as the Committee shall determine;
       provided, that such determinations are not inconsistent with the other
       provisions  of the Plan. The Committee may, in its  discretion,
       accelerate the ability to exercise any Option in whole or in part at
       any time. The Committee may also permit Participants, either on a
       selective or aggregate basis, simultaneously to exercise Options and
       sell the shares of Common Stock thereby acquired pursuant to  a
       brokerage  or similar arrangement, approved in advance  by  the
       Committee, and use the proceeds from such sale as payment of the
       purchase price of such shares.

     (e)  Non-Transferability of Options. Options granted under the Plan
       shall not be transferable otherwise than by will or by the laws of
       descent  and distribution, or pursuant to a qualified  domestic
       relations order as defined by the Code, and Options and rights may be
       exercised  during the lifetime of the Participant only  by  the
       Participant or by the Participant's guardian or legal representative.
       Notwithstanding the foregoing sentence, Options may be transferred to
       family members or charities. Any attempted assignment, transfer,
       pledge, hypothecation or other disposition of an option, or levy of
       attachment  or similar process upon the Option not specifically
       permitted herein shall be null and void and without effect.

     (f)  Maximum Number of Shares. The total number of shares of Common
       Stock which any single Participant may be allowed to purchase pursuant
       to the exercise of Options granted under this Plan shall not exceed
       25% of the total number of shares of Common Stock available under this
       Plan, subject to adjustment in the same manner as provided in Section
       10.01.

5.02 Equity Maintenance. If the Participant exercises an Option during
     the term of his employment with a System Company and, subject  to
     Committee  approval,  pays the purchase  price  (or  any  portion
     thereof)  of  the shares of Common Stock as to which such  Option
     applies  through  the surrender of shares of  outstanding  Common
     Stock  previously held in the Participant's name,  the  Committee
     may,  in  its discretion, grant to such Participant an additional
     Option to purchase the number of shares of Common Stock equal  to
     the  shares  of Common Stock so surrendered by such  Participant.
     Any  such  additional Options granted by the Committee  shall  be
     exercisable  at the Fair Market Value of Common Stock  determined
     as  of  the  respective  dates such  additional  Options  may  be
     granted. As stated above, such additional Options may be  granted
     only   in  connection  with  the  exercise  of  Options  by   the
     Participant  during  the  term of his active  employment  with  a
     System  Company. The grant of such additional Options under  this
     Section  5.02 shall be made upon such other terms and  conditions
     as  the Committee may from time to time determine consistent with
     Section 5.01 above.



                              ARTICLE VI

                        RESTRICTED SHARE AWARDS

6.01 Grant  of  Restricted  Shares.  The  Committee  may  award
     Restricted  Shares  to  such  key employees  whom  the  Committee
     determines to be eligible pursuant to the terms of Article IV. An
     Award  of  Restricted Shares may be subject  to  restrictions  on
     transfer and forfeitability provisions, all as the Committee  may
     determine. Such Restricted Shares shall be awarded based on  such
     other  terms and conditions as the Committee shall from  time  to
     time  determine subject to the provisions of the Plan;  provided,
     however,  the Participant shall be entitled to any voting  rights
     relative  to such Restricted Shares during the Restricted  Period
     as defined below.

6.02 Award  and  Delivery of Restricted Shares. At the  time  an
     Award of Restricted Shares is made, the Committee shall establish
     a  period of time (the "Restricted Period") applicable to such an
     Award.  Each  Award  of Restricted Shares may  have  a  different
     Restricted Period. The Committee may, in its sole discretion,  at
     the   time  an  Award  is  made,  prescribe  conditions  for  the
     incremental  lapse  of restrictions during the Restricted  Period
     and  for  the  lapse  or  termination of  restrictions  upon  the
     satisfaction of other conditions in addition to or other than the
     expiration  of the Restricted Period with respect to all  or  any
     portion of the Restricted Shares.

6.03 Dividends  on  Restricted Shares. Any  and  all  cash  and  stock
     dividends  paid  with respect to the Restricted Shares  shall  be
     subject   to   any   restrictions  on  transfer,   forfeitability
     provisions  or  reinvestment  requirements  (including,   without
     limitation,  the reinvestment of such dividends in  the  form  of
     Equity   Awards)  as  the  Committee  may,  in  its   discretion,
     determine.

6.04 Forfeiture.   Upon  the  forfeiture  of  any  Restricted   Shares
     (including any additional Restricted Shares which may result from
     the  reinvestment of cash and stock dividends in accordance  with
     such  rules  as the Committee may establish pursuant  to  Section
     6.03),   such   forfeited  shares  shall  be   surrendered.   The
     Participant  shall  have the same rights and privileges,  and  be
     subject  to the same restrictions, with respect to any additional
     shares    received   pursuant   to   Section   10.01    due    to
     recapitalization, mergers, or the like.

6.05 Expiration  of  Restricted Period. Upon the  expiration  or
     termination of the Restricted Period and the satisfaction of  any
     other  conditions prescribed by the Committee or at such  earlier
     time as provided for in Section 6.02, the restrictions applicable
     to  the Restricted Shares shall lapse and a stock certificate for
     the  number  of  Restricted  Shares with  respect  to  which  the
     restrictions have lapsed shall be delivered, if applicable,  free
     of  all such restrictions, except any that may be imposed by law,
     to the Participant or the Participant's beneficiary or estate, as
     the case may be.


                              ARTICLE VII

                       PERFORMANCE SHARE AWARDS

7.01 Award  of Performance Shares. The Committee may award Performance
     Shares to such key employees  whom the Committee determines to be
     eligible pursuant to the terms of Article IV. An Award of Performance
     Shares shall be subject to the attainment of specified Performance
     Goals during a Performance Period, both of which the Committee may
     determine. Performance Goals can be based on one or more business
     criteria that apply to the Participant, a business unit or Entergy
     Corporation as a whole, or any combination thereof.

7.02 Delivery  of  Performance Shares. Delivery of Performance  Shares
     shall not be made until after the end of the Performance Period.

                             ARTICLE VIII

                             EQUITY AWARDS

8.01 Issuance  of  Equity Awards.  An Equity Award may be  granted  to
     such  key employees as the Committee determines pursuant  to  the
     terms of Article IV.  In addition, the Committee may permit  such
     key  employees  to purchase Equity Awards under  such  terms  and
     conditions  as  the Committee, in its discretion, may  determine.
     In  the case of a purchase, the Equity Award shall be in the form
     of units, each of which represents one share of Common Stock, the
     purchase price of which shall not be less than 80% of the closing
     price  of  a  share of Common Stock as reported on the  New  York
     Stock  Exchange  Composite  Tape  on  the  date  such  award   is
     purchased.   Key  employees who are permitted to purchase  Equity
     Awards  shall make the election to do so at least six (6)  months
     in  advance  of the purchase of the Equity Award.  Equity  Awards
     shall  be  allocated to a Participant's respective  Equity  Award
     Account  (as defined in Section 8.03) at such time or  times,  in
     such amounts, subject to such restrictions and in accordance with
     such  terms  and conditions as the Committee, in its  discretion,
     may determine.

8.02 Funding.  In  the case of Equity Awards granted  under  the
     Plan,  no shares of Common Stock shall be issued at the time  the
     Award is made, and Entergy, the Employer and Plan, or any one  of
     them,  shall not be required to set aside a fund for the  payment
     of any such Award.

8.03 Equity  Award Accounts. An Equity Award granted  to  a  key
     employee  shall  be  credited to an  Equity  Award  Account  (the
     "Equity  Award  Account")  established and  maintained  for  such
     Participant. The Equity Award Account of a Participant  shall  be
     the record of Equity Awards granted to him under the Plan, solely
     for  accounting purposes and, as provided in Section 8.02  above,
     shall  not  require  a segregation of any Entergy  or  Subsidiary
     assets.

8.04 Maturity of Equity Awards. All Equity Awards granted  to  a
     Participant (including all Additional Equity Awards as defined in
     Section  4.02  related to such Equity Awards) shall become  fully
     matured  at  time  or  times or under such circumstances  as  the
     Committee shall from time to time determine.

8.05 Payment of Equity Awards. A Participant who has received an
     Equity  Award  allocated  to his Equity Award  Account  shall  be
     entitled to receive a distribution from the Employer with respect
     to  each  then mature Equity Award allocated to his Equity  Award
     Account  at  such  time  or times, and in such  form,  which  may
     include  shares, cash or a combination thereof, as the  Committee
     shall determine.

8.06 Non-Transferability. Equity Awards granted under the  Plan,
     and  any  rights and privileges pertaining thereto,  may  not  be
     transferred, assigned, pledged or hypothecated in any manner,  by
     operation of law or otherwise, other than by will or by the  laws
     of  descent  and  distribution,  and  shall  not  be  subject  to
     execution, attachment or similar process.


                              ARTICLE IX

                 TERMINATION OR AMENDMENT OF THE PLAN

9.01 Termination  and Amendment. Subject to Section  11.03,  the
     Committee may suspend, terminate, modify or amend the Plan at any
     time.   If  the Plan is terminated, the terms of the Plan  shall,
     notwithstanding  such termination, continue to  apply  to  Awards
     granted prior to such termination.


                               ARTICLE X

                          GENERAL PROVISIONS

10.01 Adjustments Upon Changes in Capitalization. Notwithstanding
      any  other provision of the Plan, the Committee may, at any time,
      make  or provide for such adjustments to the Plan, to the  number
      and  class  of shares available thereunder or to any  outstanding
      Options,  Restricted Shares, Performance Shares or Equity  Awards
      as  it  shall deem appropriate to prevent dilution or enlargement
      of  rights,  including adjustments in the event of  distributions
      to  holders  of  Common Stock other than a normal cash  dividend,
      changes  in  the  outstanding Common Stock  by  reason  of  stock
      dividends,    stock    splits,    recapitalizations,     mergers,
      consolidations,    combinations   or   exchanges    of    shares,
      separations,  reorganizations, liquidations  and  the  like.  Any
      such determination by the Committee shall be conclusive.

10.02 Fractional  Shares. The Employer shall not be  required  to
      deliver  any  fractional share of Common Stock but  may  pay,  in
      lieu  thereof, the Fair Market Value of such fractional share  to
      the  Participant or the Participant's beneficiary or  estate,  as
      the  case  may be. For purposes of this Section 10.02,  the  Fair
      Market  Value shall be determined as of the following dates:  (a)
      the  date on which restrictions lapse for Restricted Shares,  (b)
      the  date of delivery of Performance Shares (c) the maturity date
      for  Equity  Awards, or (d) in any case, such other date  as  the
      Committee may determine.

10.03 Tax  Withholdings. Subject to such terms and conditions  as
      may be established by the Committee, the Participant shall pay to
      Entergy any amount necessary to satisfy applicable federal, state or
      local  tax withholding requirements attributable to an  Award  of
      Options, Restricted Shares, Performance Shares or Equity Awards under
      this Plan promptly upon notification of the amounts due. The Committee
      may permit such amount to be paid by the Participants to be withheld
      from the shares of Common Stock that otherwise would be distributed to
      such  Participant upon the exercise of an Option,  the  lapse  of
      restrictions  applicable to Restricted  Shares,  the  payment  of
      Performance Shares or the maturity of Equity Awards, as applicable, or
      a combination of cash and shares of such Common Stock.

10.04 Legal and Other Requirements. The obligation of Entergy  or
      its  Subsidiaries to sell and deliver Common Stock under the Plan
      shall  be subject to all applicable laws, regulations, rules  and
      approvals,   including,  but  not  by  way  of  limitation,   the
      effectiveness  of a registration statement under  the  Securities
      Act  of  1933  if  deemed  necessary or appropriate  by  Entergy.
      Certificates for shares of Common Stock issued hereunder  may  be
      legended as the Committee shall deem appropriate.

10.05 Effective Date. The Plan shall become effective as of  June
      1, 2000.

10.06 Written  Agreements.  Each  Award  of  Options,  Restricted
      Shares,  Performance Shares or Equity Awards shall  be  evidenced
      by  a  written  agreement which shall contain such  restrictions,
      terms    and   conditions   as   the   Committee   may   require.
      Notwithstanding anything to the contrary contained in  the  Plan,
      neither  Entergy  nor  its Subsidiaries bear  any  obligation  to
      grant  any  Awards  under the Plan to any  Participant  hereunder
      unless  such Participant shall execute all appropriate agreements
      with  respect  to such Awards in such form as the  Committee  may
      determine from time to time.

10.07 Effect  on  Other Plans. Awards may be granted  singly,  in
      combination or in tandem (except where prohibited by applicable law)
      and may be made in combination or tandem with or as alternatives to,
      awards or grants under any other employee plan maintained by Entergy
      or its Subsidiaries; provided that the adoption of the Plan shall have
      no effect on awards made or to be made pursuant to other stock plans
      covering the employees of a System Company or its successors thereto.
      Awards under the Plan shall not constitute earnings for purposes of
      any pension plan covering employees of a System Company except as
      otherwise expressly provided in any such pension plan.

10.08 Right  to Terminate Employment. Nothing in the Plan or  any
      agreement  entered  into pursuant to the Plan shall  confer  upon
      any  key  employee  the right to continue in  the  employment  of
      Entergy  or  any Subsidiary or affect any right which Entergy  or
      any  Subsidiary may have to terminate the employment of such  key
      employee.

10.09 Notices.  Every direction, revocation or notice  authorized
      or  required by the Plan shall be deemed delivered to Entergy  on
      the  date it is personally delivered to the Secretary of  Entergy
      at  its principal executive offices or three business days  after
      it  is  sent  by  registered or certified mail, postage  prepaid,
      addressed  to the Secretary at such offices, and shall be  deemed
      delivered   to  a  Participant  on  the  date  it  is  personally
      delivered  to  him or three business days after  it  is  sent  by
      registered  or  certificate mail, postage prepaid,  addressed  to
      him  at  the last address shown for him on the records of Entergy
      and its Subsidiaries.

10.10 Applicable  Law. All questions pertaining to the  validity,
      construction  and  administration of  the  Plan  and  rights  and
      benefits  granted  hereunder shall be  determined  in  conformity
      with  the  laws  of  the State of Louisiana, to  the  extent  not
      preempted  or  controlled by the laws of the  United  States  and
      regulations thereunder.


                              ARTICLE XI

                           CHANGE IN CONTROL

11.01 Accelerated Vesting of Performance Shares. Notwithstanding
      anything stated herein to the contrary, but subject to the forfeiture
      provisions of this Section 11.02 and any federal securities law
      restrictions on sale and exercise, if during a Change in Control
      Period there should occur a Qualifying Event with respect to a System
      Management Participant, the number of Performance Shares and
      Performance Share units, as applicable, the System Management
      Participant shall be entitled to receive under the Plan with respect
      to any Performance Period that precedes or includes the day on which
      the Change in Control Period commences shall be determined as if the
      System Management Participant satisfied the remaining performance
      requirements at System Management Participant's target level with
      respect to such Performance Period(s).   However, any Performance
      Shares and Performance Share units, as applicable, that were not fully
      vested  prior to the date of such Qualifying Event shall continue to
      be subject to forfeiture upon the occurrence of any of the following:

    (a)  Without System Company employer permission, System Management
       Participant removes, copies, or fails to return if he or she has
       already removed, any property belonging to one or all of the System
       Companies, including, but not limited to, the original or any copies
       of any records, computer files or disks, reports, notes, documents,
       files, audio or video tapes, papers of any kind, or equipment provided
       by any one or all of the System Companies or created using property of
       or for the benefit of one or all of the System Companies.

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

     (c)  System Management Participant engages in any employment (without
       the  prior written consent of his last System employer)  either
       individually or with any person, corporation, governmental agency or
       body, or other entity in competition with, or similar in nature to,
       any business conducted by any System Company at any time within the
       Applicable Period (defined below) and commencing upon termination of
       employment, where such competing employer is located in, or servicing
       in any way customers located in, those parishes and counties in which
       any System Company services customers during such Applicable Period,
       in which case System Management Participant shall be required to repay
       any Plan benefits previously received by him.  For purposes of this
       Section, Applicable Period shall mean:

       (1)  two (2) years for System Management Participants at System
          Management Levels 1 and 2 at the commencement of the Change in Control
          Period, provided, however, that the two-year Applicable Period shall
          be extended to three (3) years if otherwise permissible under
          applicable law;

       (2)  two (2) years for System Management Participants at System
          Management Level 3 at the commencement of the Change in Control
          Period; and

       (3)    one (1) year for System Management Participants at
          System Management Level 4 at the commencement of the Change
          in Control Period.

       However, if the stated Applicable Periods described herein
       shall be impermissible under applicable law, then the
       Applicable Period for purposes of this Plan shall be the
       maximum time period allowed under applicable law for a
       covenant not to compete.

11.02 Commencement Date of Awards.   Notwithstanding anything
      stated herein to the contrary, but subject to the forfeiture
      provisions of Section 11.01 and any federal securities law
      restrictions on sale and exercise, if during a Change in Control
      Period there should occur a Qualifying Event with respect to a System
      Management Participant:

     (a)  all restrictions shall be lifted on any Options, Restricted
       Shares, and Restricted Share units, as applicable, granted to a System
       Management Participant under the Plan prior to the occurrence of such
       Qualifying Event; and

     (b)  the System Management Participant may elect to receive all Awards
       payable to him under the Plan on the first day of any month following
       the System Management Participant's termination.

11.03 No Benefit Reduction.  Notwithstanding anything stated above
      to the contrary, an amendment to, or termination of, the Plan
      following a Change in Control shall not reduce the Awards granted
      under this Plan through the date of any such amendment or termination.
      In no event shall a System Management Participant's Awards under this
      Plan following a Change in Control be less than such System Management
      Participant's Awards under this Plan immediately prior to the Change
      in Control Period, subject, however, to the forfeiture provisions
      referenced in Section 11.01 as in existence on the date immediately
      preceding the commencement date of the Change in Control Period.  In
      addition, no provision of this Plan may be modified, waived, or
      discharged during the two-year period commencing on the date of a
      Potential Change in Control, unless such modification, waiver, or
      discharge is agreed to in writing and signed by the affected System
      Management Participant and by the Committee.

11.04 Source of Payments.  Within thirty (30) days following the
      date of a Change in Control, each System Company shall make a single
      irrevocable lump sum contribution to the Trust for Deferred Payments
      of Entergy Corporation and Subsidiaries ("Trust") pursuant to the
      terms and conditions described in such Trust.  Each System Company's
      contribution shall be in an amount equal to the total Awards granted
      to such System Company's Plan System Management Participants under the
      Plan through the date of any such Change in Control.  If one or more
      of a System Company's System Management Participants shall continue to
      be employed by a System Company after such a Change in Control, each
      calendar year the System Company shall, as soon as possible, but in no
      event longer than thirty (30) days following the end of such calendar
      year, make an irrevocable contribution to the Trust in an amount that
      is necessary in order to maintain a lump sum amount credited to the
      System Company's Plan account under the Trust that is equal to the
      total unpaid Awards granted to such System Company's System Management
      Participants as of the end of each applicable calendar year.
      Notwithstanding the foregoing in this Section to the contrary, a
      System Company may make contributions to the Trust prior to a Change
      in Control in such amounts as it shall determine in its complete
      discretion.  The Trust is intended as a "grantor" trust under the
      Internal Revenue Code and the establishment and funding of such Trust
      is not intended to cause System Management Participants to realize
      current income on amounts contributed thereto, and the Trust shall be
      so interpreted.


IN WITNESS WHEREOF, the Entergy Corporation has caused this Plan
document to be executed by its duly authorized representative,
effective as of the 31st day of August, 2000.

                          ENTERGY CORPORATION
                              through the undersigned duly
                              authorized representative

                              __________________________
                              C. GARY CLARY
                              Senior Vice-President,
                              Human Resources and Administration
                              for Entergy Services, Inc.