Exhibit 10(a)72

            DEFINED CONTRIBUTION RESTORATION PLAN OF
              ENTERGY CORPORATION AND SUBSIDIARIES
      (As Amended and Restated Effective January 1, 2000)


Entergy Corporation previously established the Defined
Contribution Restoration Plan of Entergy Corporation and
Subsidiaries, effective as of January 1, 1989.  Since that time
the plan has been amended from time to time by the Board of
Directors of Entergy Corporation, including a July 26, 1996
amendment and restatement and a subsequent amendment effective as
of January 1, 1997.  On October 29, 1999, the Board of Directors
of Entergy Corporation approved, authorized, and adopted certain
changes to the plan that are incorporated into this amendment and
restatement, effective January 1, 2000.

                           ARTICLE I

                          INTRODUCTION

1.01 Name and Purpose of Plan.  This Plan shall be known as the
     Defined Contribution Restoration Plan of Entergy Corporation and
     Subsidiaries (the "Plan"). The purpose of the Plan is to provide
     certain defined contribution benefits which are not otherwise
     payable or cannot otherwise be provided under the Savings Plan of
     Entergy Corporation and Subsidiaries, as a result of the
     limitations set forth under Sections 401(a)(17), 401(k), 401(m),
     and 415(c) of the Internal Revenue Code of 1986, as amended from
     time to time.

1.02 Funding.  The Plan shall be an unfunded deferred
     compensation arrangement.  Benefits shall be paid solely from the
     general assets of the Employer.

                           ARTICLE II

                          DEFINITIONS

     The following terms shall have the meanings hereinafter
indicated unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account, including any subaccounts,
     established and maintained for each Participant to reflect his
     interest under the Plan.

2.02 "Administrator" shall mean the Personnel Committee
     established by the Board of Directors, or such other individuals
     or committee (not fewer than three in number) as shall from time
     to time be designated in writing by the Chairman of the Board of
     Directors as the administrator of the Plan.  The Administrator
     shall be the "plan administrator" for the Plan within the meaning
     of ERISA.  Notwithstanding the foregoing, from and after the date
     immediately preceding the commencement of a Change in Control
     Period, the "Administrator" shall mean (a) the individuals (not
     fewer than three in number) who, on the date six months before
     the commencement of the Change in Control Period, constitute the
     Administrator, plus (b) in the event that fewer than three
     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)); provided, however, that the maximum
     number of individuals constituting the Administrator shall not
     exceed six.

2.03 "Basic Contribution" shall mean the Employee contribution
     eligible for Employer Matching Contributions under the Savings
     Plan.

2.04 "Beneficiary" shall mean the person or persons designated by
     the Participant to receive any benefits under the Plan upon the
     death of the Participant.  If no Beneficiary survives the
     Participant, or the Participant failed to designate a
     Beneficiary, any benefits payable upon the death of the
     Participant shall be paid to his estate.

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

2.06 "Cause" shall mean:

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

     (b)  the willful engaging by the 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 Participant's ability to carry out
       Participant's duties or upon the reputation of any System
       Company; or

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

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

     For purposes of clauses (1) and (2) of this definition, no
     act, or failure to act, on the Participant's part shall be
     deemed "willful" unless done, or omitted to be done, by the
     Participant not in good faith and without reasonable belief
     that the Participant's act, or failure to act, was in the
     best interest of the Employer.

2.07 "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 twenty-five percent (25%) 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 of
       Directors immediately prior thereto constitute at least a
       majority of the Board of Directors, 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 of Directors such
       that during any period of two consecutive years, individuals who
       at the beginning of such period constitute the Board of Directors
       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
       of Directors 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 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.

2.08 "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.

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

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

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

2.12 "Common Stock" shall mean the common stock of Entergy
     Corporation.

2.13 "Company Account" shall mean the account under the Savings
     Plan that reflects the Employer Matching Contributions and any
     earnings thereon.

2.14 "Disability" shall mean a physical or mental condition of a
     Participant, which, based on evidence satisfactory to the
     Administrator, and in the opinion of the Administrator, renders
     such Participant unfit to perform the duties of an employee.
     Evidence may include medical evidence or that the Participant
     qualifies for disability benefits from Social Security
     Administration.

2.15 "Earnings" shall mean the regular wages or salary received
     by the Participant from his System Company employer, exclusive of
     bonus and overtime payments.  Subject to the provisions of
     Section 4.01, solely for purposes of determining benefits under
     the Plan, the earnings or compensation considered for any year
     commencing on or after January 1, 1997, in determining the amount
     to be credited to a Participant's Account shall be deemed to
     include the amount of base salary the Participant elects to defer
     under the Executive Deferred Compensation Plan of Entergy
     Corporation and Subsidiaries, or any successor or replacement
     plan and any other nonqualified deferred compensation plan,
     agreement, or arrangement in which the Participant may hereafter
     participate or be a party thereto.  Nothing stated herein shall
     be construed as an amendment to the Savings Plan.

2.16 "Employee" shall mean an individual who is employed by a
     System Company employer and who is included on the Federal
     Insurance Contribution Act rolls of such System Company.

2.17 "Employer" shall mean the System Company that has adopted
     the Plan and with which the Participant is last employed on or
     before the Participant's retirement or termination of employment.

2.18 "Employer Matching Contributions" shall mean the
     contributions made by a System Company employer to the Savings
     Plan on behalf of a Participant.

2.19 "ERISA" shall mean the Employee Retirement Income Security
     Act of 1974, as amended.

2.20 "Good Reason" shall mean the occurrence, without the
     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 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 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 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 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 Participant may hereafter participate or
       be a party;

     (c)  requiring 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 Participant's present business
       obligations;

     (d)  failure by System Company employer to continue in effect any
       compensation plan in which Participant participates immediately
       prior to the commencement of the Change in Control Period which
       is material to 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 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 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
       Participant with benefits substantially similar to those enjoyed
       by Participant under any of the System Company's pension,
       savings, life insurance, medical, health and accident, or
       disability plans in which 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
       Participant of any material fringe benefit enjoyed by Participant
       immediately prior to commencement of the Change in Control
       Period, or the failure by System Company employer to provide
       Participant with the number of paid vacation days to which
       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.

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

2.21 "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
     Participant's employment under the provision so indicated.
     Further, a Notice of Termination for Cause is required to include
     a copy of a resolution duly adopted by the affirmative vote of
     not less than three-quarters (3/4) of the entire membership of
     the terminating employer's board of directors at a meeting of
     such board of directors which was called and held for the purpose
     of considering such termination (after reasonable notice to
     Participant and an opportunity for Participant, together with
     Participant's counsel, to be heard before that board) finding
     that, in the good faith opinion of the board, Participant was
     guilty of conduct set forth in the definition of Cause herein,
     and specifying the particulars thereof in detail.

2.22 "Participant" shall mean an Employee who is eligible to
     participate in the Plan and who remains eligible for
     participation in accordance with the applicable provisions of the
     Plan.

2.23 "Plan" shall mean the Defined Contribution Restoration Plan
     of Entergy Corporation and Subsidiaries, and any amendments,
     supplements or modifications from time to time made hereto.  Any
     Participant Applications entered into pursuant to this Plan shall
     be deemed part of the Plan.

2.24 "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 of Directors 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).

2.25 "Prior Plan" shall mean the Defined Contribution Restoration
     Plan of Entergy Corporation and Subsidiaries, as amended and
     restated effective July 26, 1996 and as amended effective January
     1, 1997, and any prior amendments or amendments and restatements
     to such Prior Plan, and any agreements, contracts, or other
     arrangements with respect to such Prior Plan.

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

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

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

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

2.27 "Retirement" shall mean the termination of employment of a
     Participant with all System Companies on or after the date he
     attains age 65 or is eligible for an immediate benefit from any
     qualified defined benefit retirement plan sponsored by any System
     Company.

2.28 "Savings Plan" shall mean the Savings Plan of Entergy
     Corporation and Subsidiaries.

2.29 "Savings Plan Restoration Account" shall mean the portion of
     a Participant's Account attributable to accrued benefits in
     accordance with Section 4.01, and any earnings thereon.

2.30 "Service" shall mean the period of elapsed time that an
     Employee accrued from his date of hire with a System Company to
     his termination date.

2.31 "System" shall mean Entergy Corporation and all other System
     Companies, and, except in determining whether a Change in Control
     has occurred, shall include any successor thereto as contemplated
     in Section 11.03 of this Plan.

2.32 "System Company" shall mean Entergy Corporation and any
     corporation whose stock is 80% or more (based on voting power or
     value) owned, directly or indirectly, by Entergy Corporation and
     any partnership, 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 as contemplated in Section
     11.03 of this Plan.

2.33 "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 (President 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).

2.34 "Valuation Date" shall mean the last day of the month.

                          ARTICLE III

                 ELIGIBILITY AND PARTICIPATION

3.01 Eligibility.  Any full officer of a System Company who is a
     Participant in the Savings Plan and for whom contributions
     to the Savings Plan by his System Company employer are
     limited by Code 401(a)(17), 401(k), 401(m), and 415(c)
     shall be eligible to participate in the Plan.
     Notwithstanding the foregoing, a Participant in the Savings
     Plan must be a member of the System Company employer's
     select group of management or highly compensated employees
     in order to benefit under this Plan from any additional or
     supplemental benefits attributable to the maximum
     limitations imposed by Code  401(a)(17), 401(k), and
     401(m).

3.02 Participation.  Any Employee who satisfies the
     requirement(s) of Sections 2.22 and 3.01 shall become a
     Participant as of the date contributions by his System
     Company employer on his behalf to the Savings Plan would
     exceed the limitations described in Section 3.01. The
     Employee shall continue to be a Participant until the
     Valuation Date coincident with or next following his
     termination of employment, Retirement, Disability, or death.

                           ARTICLE IV

                            BENEFITS

4.01 Savings Plan Benefit Restoration.  Except as otherwise
     provided in this Section 4.01, the amount to be credited to
     a Participant's Account as a result of limitations on his
     Employer Matching Contributions due to Code 401(a)(17),
     401(k), 401(m) and 415(c) shall be equal to the Employer
     Matching Contributions that could have been credited to his
     Company Account under the Savings Plan without regard to
     Code 401(k), 401(m) and 415(c), less the amount actually
     credited.  For purposes of calculating the Employer Matching
     Contributions that could have been credited to his Company
     Account, a Participant's Earnings shall be considered
     without regard to Code 401(a)(17) and shall be based on the
     lowest Basic Contribution rate such Participant contributed
     to the Savings Plan during the Plan Year.

     In case of a Participant who is on an involuntary suspension
     status during any part of the Plan Year, the Employer
     Matching Contributions that could have been credited to such
     Participant's Company Account in the Savings Plan shall be
     based on the lowest Basic Contribution rate such Participant
     contributed to the Savings Plan during the current Plan
     Year.  A Participant who is on a voluntary suspension status
     during any part of the Plan Year shall be deemed to have elected
     not to contribute Basic Contributions to the Plan, and thus not
     eligible to receive Employer Matching Contributions during that
     Plan Year.

4.02 Pre-1991 Plan Benefit.  Notwithstanding any provision to the
     contrary, any benefits allocated in accordance with the
     Prior Plan to a Participant's ESOP Restoration Account as of
     December 31, 1990, shall continue to be maintained in
     accordance with the terms of this Plan.

                           ARTICLE V

              ACCOUNTING, INVESTMENT AND VALUATION

5.01 Participant's Account.  The Administrator shall create and
     maintain adequate records to reflect the interest of each
     Participant in the Plan.  Such records shall be in the form
     of individual accounts, with each Participant having a
     Savings Plan Restoration Account (and, if applicable, a pre-
     1991 ESOP Restoration Account).  Such Account shall be kept
     for record keeping purposes only and shall not be construed
     as providing for assets to be held in trust or escrow or any
     other form of asset segregation for the Participant or for
     any Beneficiary to whom benefits are to be paid pursuant to
     the terms of the Plan.

5.02 Deemed Investment.  All amounts credited to a Participant's
     Savings Plan Restoration Account (and, if applicable, pre-
     1991 ESOP Restoration Account) shall be deemed to be
     invested in shares of Common Stock, including fractional
     shares, on the date such amounts would have been invested
     had they been contributed to the Savings Plan.

5.03 Valuation.  On each Valuation Date each Participant's
     Account shall be:

     (a)  credited with any additional benefit allocated as of
          the Valuation Date to such Participant's Savings Plan
          Restoration Account in accordance with Article IV.

     (b)  credited with any dividends declared by the Board of
          Directors with respect to shares of Common Stock deemed
          credited to the Participant's Account as of the
          preceding Valuation Date, as follows:

          (i)  in case of cash dividends, credit the value of
               additional shares that could have been purchased
               with the dividends which would have been payable
               if the shares credited to the Participant's
               Account had been outstanding; or

          (ii) in case of dividends payable in Common Stock,
               credit the value of additional shares as would
               have been payable if the shares credited to the
               Participant's Account had been outstanding.

     (c)  valued based on the market value of the Common Stock as
          of the last business day of the month.

5.04 Statements.  At least once each quarter, each Participant
     shall be furnished a statement showing such Participant's
     interest in the Plan.

                           ARTICLE VI

                     WITHDRAWALS AND LOANS

6.01 Withdrawals.  A Participant shall not be entitled to
     withdraw any portion of his Account while employed by any
     System Company.

6.02 Loans.  A Participant shall not be eligible to obtain a loan
     from the Plan.

                          ARTICLE VII

                         PLAN PAYMENTS

7.01 Retirement or Disability.  Upon the Retirement or Disability
     of a Participant, the value of his Account shall be paid to
     him in accordance with Sections 7.04 and 7.05.

7.02 Death.  Upon the death of a Participant, the value of his
     Account shall be paid to his designated Beneficiary in
     accordance with Sections 7.04 and 7.05.

7.03 Termination of Employment.  Upon a Participant's termination
     of employment for reasons other than death, Disability, or
     Retirement, the vested value of his Account shall be paid to
     him in accordance with Sections 7.04 and 7.05.  Except as
     otherwise provided in Section 9.01 in the event of a Change
     in Control, the vested value of a Participant's Account
     shall be equal to the vested value of his Savings Plan
     Restoration Account determined in accordance with the terms
     of the Savings Plan (plus, if applicable, the vested value
     of his pre-1991 ESOP Restoration Account).

7.04 Form of Payment.  All Plan payments shall be in cash.  No
     portion of a Participant's Account shall be paid in shares
     of Common Stock.

7.05 Method of Payment.  As soon as reasonably practicable
     following a Participant's termination of employment,
     Retirement, Disability or death, the vested value of such
     Participant's Account shall be paid in a single lump sum.
     The vested value of the Account shall be determined as of
     the Valuation Date coincident with or immediately following
     the Participant's date of termination of employment,
     Retirement, Disability or death.

                          ARTICLE VIII

                       SOURCE OF PAYMENTS

8.01 Unfunded Plan.  It is a condition of the Plan that neither a
     Participant nor any other person or entity shall look to any other
     person or entity other than the Employer for the payment of benefits
     under the Plan.  The Participant or any other person or entity
     having or claiming a right to payments hereunder shall rely
     solely on the unsecured obligation of the Employer set forth
     herein.  Nothing in this Plan shall be construed to give the
     Participant or any such person or entity any right, title,
     interest, or claim in or to any specific asset, fund,
     reserve, account or property of any kind whatsoever, owned
     by any Employer or in which the Employer may have any right,
     title or interest now or in the future.  However,
     Participant or any such person or entity shall have the
     right to enforce his claim against the Employer in the same
     manner as any other unsecured creditor of such entity.
     Neither a Participant nor his Beneficiary or contingent
     annuitant shall have any rights in or against any specific
     assets of any System Company.

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

8.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article VIII to the contrary, 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 benefits accrued by such
     System Company's Plan Participants (including a Participant's
     Beneficiary) under the Plan through the date of any such Change
     in Control.  If one or more of a System Company's 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
     benefits accrued by the System Company's 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 Participants to realize current income on
     amounts contributed thereto, and the Trust shall be so
     interpreted.


                           ARTICLE IX

                        CHANGE IN CONTROL

9.01 Accelerated Vesting. Notwithstanding anything stated herein
     to the contrary, if during a Change in Control Period there
     should occur a Qualifying Event with respect to a
     Participant, the Participant shall not cease to be a
     Participant and, regardless of his vested status under the
     Savings Plan, shall be fully vested in and shall have a non-
     forfeitable right to all benefits accrued under this Plan as
     of the date of such Qualifying Event, except that all such
     benefits shall continue to be subject to forfeiture upon the
     occurrence of any of the following events:

     (a)  Without Employer permission, Employee 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 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 Participant to perform his duties for
       a System Company employer, Participant shall disclose to any
       person or entity any non-public data or information concerning
       any System Company, in which case 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 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)  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 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 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 Participants at System Management Level 3
           at the commencement of the Change in Control Period; and

       (3) one (1) year for 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.

9.02 Benefit Commencement Date.   Notwithstanding anything stated herein
     to the contrary, if during a Change in Control Period there should
     occur a Qualifying Event with respect to a  Participant and if there
     does not occur a forfeiture event referenced in Section 9.01, the
     Participant may commence his benefits hereunder without the consent
     of the Employer as of his Retirement or Disability or the date on
     which his employment with the Employer terminates, whichever occurs
     first.  The Participant, in his discretion, may elect in advance
     of his termination from employment, to defer the commencement of
     his benefits until his Normal Retirement Date, but not later than
     the date on which his retirement payments under the Savings Plan
     commence.

9.03 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 level of benefits accrued under
     this Plan through the date of any such amendment or termination.  In
     no event shall a Participant's benefit under this Plan following a
     Change in Control be less than such Participant's benefit under this
     Plan immediately prior to the Change in Control Period, subject,
     however, to the forfeiture provisions referenced in Section 9.01 as
     in existence on the date immediately preceding the commencement date
     of the Change in Control Period.

9.04 Provisions of Referenced Plans.  To the extent this Plan references or
     incorporates provisions of any other System Company plan, including,
     but not limited to, the Savings Plan, and (a) such other plan is
     amended, supplemented, modified or terminated during the two-year
     period commencing on the date of a Potential Change in Control and
     (b) such amendment, supplementation, modification or termination
     adversely affects any benefit under this Plan, whether it be in
     the method of calculation or otherwise, then for purposes of
     determining benefits under this Plan, the Administrator shall
     rely upon the version of such other plan in existence immediately
     prior to any such amendment, supplementation, modification or
     termination, unless such change is agreed to in writing and
     signed by the affected Participant and by the Administrator,
     or by their legal representatives or successors.


                              ARTICLE X

                            ADMINISTRATION


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

10.02 Powers of the Administrator.  The Administrator and any of its
      delegees shall administer the Plan in accordance with its terms
      and shall have all powers, authority, and discretion necessary
      or proper for such purpose.  In furtherance of this duty, the
      Administrator shall have the sole and exclusive power and
      discretion to make factual determinations, construe and interpret
      the Plan, including the intent of the Plan and any ambiguous,
      disputed or doubtful provisions of the Plan.  All findings,
      decisions, or determinations of any type made by the Administrator,
      including factual determinations and any interpretation or
      construction of the Plan, shall be final and binding on all
      parties and shall not be disturbed unless the Administrator's
      decisions are arbitrary and capricious.  The Administrator shall
      be the sole judge of the standard of proof required in any claim
      for benefits and/or in any question of eligibility for a benefit.
      By way of example, the Administrator shall have the sole and
      exclusive power and discretion:

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

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

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

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

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

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

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

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

      (i) to direct the Employer concerning all payments that shall be
          made pursuant to the terms of the Plan; and

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

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

10.03 Reliance on Reports and Certificates.  The Administrator 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.

10.04 Claims Administration.  The Administrator may appoint and, in its
      sole discretion,  remove a Claims Administrator and/or Claims Appeal
      Administrator to administer claims for benefits under the Plan in
      accordance with its terms, and, pursuant to Section 10.02, such
      delegees shall have all powers, authority, and discretion necessary
      or proper for such purpose.  In the absence of such appointment,
      the Administrator shall be the Claims Administrator and Claims
      Appeal Administrator.

10.05 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.

10.06 Claims of Good Reason/Cause During Change in Control Period.
      Solely for purposes of any determination regarding the existence
      of Good Reason or Cause (as defined in Section 2.06) during a
      Change in Control Period, any position taken by the Participant
      shall be presumed to be correct unless Employer establishes to
      the Plan Administrator by clear and convincing evidence that
      such position is not correct.

10.07 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.

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

10.09 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, the 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.

10.10 Judicial Proceedings for Benefits.  No claimant
      may file suit in court to obtain benefits under the Plan
      without first completely exhausting all stages of 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 XI

                  AMENDMENT AND TERMINATION

11.01 General.  The Board of Directors shall have the
      right, in its absolute discretion, at any time and from
      time to time, to modify or amend, in whole or in part,
      any or all of the provisions of this Plan, or suspend
      or terminate it entirely, subject to the provisions of
      Section 11.02 hereof.  The provisions of this Article
      XI shall survive a termination of the Plan unless such
      termination is agreed to by the Participants.

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

     (a)  Employer shall continue to make any payment to any
       retired, terminated or disabled Participant or Beneficiary
       then entitled to a payment under Article VII as if the Plan
       had not been amended, supplemented, modified or terminated;
       and

     (b)  as to any Participant who has not yet received payment
       of benefits under the Plan, the Employer, subject to the
       provisions of Section 9.01, shall remain obligated to
       provide a benefit upon the earlier of the Participant's
       Retirement, Disability, termination or death that is equal
       to the benefit earned by the Participant under Article IV at
       the time the Plan is amended, supplemented, modified or
       terminated, and if the Plan is terminated for any reason,
       all benefits shall become fully vested; and

     (c)  no amendment, modification, suspension or termination
       of the Plan may reduce the amount of benefits or adversely
       affect the manner of payment of benefits of any Participant
       or Beneficiary then receiving benefits in accordance with
       the terms of Article VII, unless such modification is agreed
       to in writing and signed by the affected Participant or
       Beneficiary and by the Plan Administrator, or by their legal
       representatives or successors; and

     (d)  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 Participant and by the Plan Administrator, or
       by their legal representatives or successors.

11.03 Successors.  A System employer shall require any
      successor (whether direct or indirect, by purchase, merger,
      consolidation, or otherwise) of all or substantially all of
      its business and/or assets to expressly assume and agree to
      perform this Plan in the same manner and to the same extent
      that the System employer would be required to perform it if
      no such succession had taken place.  Failure of the System
      employer to obtain such assumption and agreement prior to
      the effectiveness of any such succession shall be a breach
      of this Plan and shall entitle each Participant to Plan
      benefits from the System Company employer in the same amount
      and on the same terms as he would be entitled hereunder if
      terminated voluntarily for Good Reason, except for the
      purposes of implementing the foregoing, the date on which
      any such succession becomes effective shall be deemed the
      effective date of termination.  Any successor or surviving
      entity that assumes or otherwise adopts this Plan as
      contemplated in this Section 11.03 shall succeed to all the
      rights, powers and duties of the System employer and the
      Board of Directors hereunder, subject to the restrictions on
      amendment or termination of the Plan as set forth in Section
      11.02. The employment of the Participant who has continued
      in the employ of such successor or surviving entity shall
      not be deemed to have been terminated or severed for any
      purpose hereunder; however, such continued employment shall
      not constitute consent to, or a waiver of rights with
      respect to, any act or failure to act constituting Good
      Reason.

11.04 Dissolution of the Employer.  In the event that a
      System employer with which Participant was employed while a
      Participant in the Plan is dissolved or liquidated by reason
      of bankruptcy, insolvency or otherwise prior to Employee's
      death or Retirement, without any provision being made for
      the continuance of the Plan by a successor to the business
      of such System employer or unless another System Company
      shall have assumed the obligations of such System employer
      under the Plan, the date on which such dissolution or
      liquidation occurs shall be deemed a termination of the Plan
      with respect to the accrued benefits of Participants of such
      System employer.


                         ARTICLE XII

                         MISCELLANEOUS

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

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

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

12.04 Controlling Law.  The administration of the Plan,
      and any Trust established thereunder, shall be governed by
      applicable federal law, including the ERISA and, to the
      extent federal law is inapplicable, the laws of the State of
      Delaware, without regard to the conflict of law principles
      of any state. Any persons or corporations who now are or
      shall subsequently become parties to the Plan shall be
      deemed to consent to this provision.

12.05 No Right to Employment.  The Plan confers no right
      upon any Employee to continue his employment with any
      employer, whether or not a System Company.

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

12.07 No Alienation.  The benefits provided hereunder
      shall not be subject to alienation,
      assignment, pledge, anticipation, attachment,
      garnishment, receivership, execution or levy of any
      kind, including liability for alimony or support
      payments, and any attempt to cause such benefits to be
      so subjected shall not be recognized, except to the
      extent as may be required by law.