Exhibit 10(a)75

              EXECUTIVE DEFERRED COMPENSATION  PLAN
             OF ENTERGY CORPORATION AND SUBSIDIARIES
       (As Amended and Restated Effective January 1, 2000)

     On October 25, 1996, the Board of Directors of Entergy
Corporation approved, authorized and adopted the Entergy
Executive Compensation Deferral Program for the benefit of
certain executive employees of Entergy Corporation and its
subsidiaries.  On December 4, 1998, the Board of Directors of
Entergy Corporation amended, restated and renamed the program as
the Executive Deferred Compensation Program of Entergy
Corporation and Subsidiaries.  On October 29, 1999, the Board of
Directors of Entergy Corporation approved, authorized and adopted
certain changes to the program that are incorporated into this
amendment and  restatement, which has been renamed the Executive
Deferred Compensation Plan of Entergy Corporation and
Subsidiaries, and which is effective January 1, 2000.

                            ARTICLE I

                      PURPOSE AND DURATION

1.01 Purpose.  The Executive Deferred Compensation Plan of
     Entergy Corporation and Subsidiaries has as its purpose
     attracting and retaining certain executive employees who are
     members of a select group of management or highly
     compensated employees.  The Plan is designed to aid
     Participants in furthering their financial independence by
     providing them with an opportunity to systematically defer
     receipt of a portion of their eligible compensation as a
     means for providing benefits for the Participant at
     termination of employment.  The Plan thereby defers taxation
     of such benefits to the Participant until distribution,
     pursuant to Section 451 of the Internal Revenue Code of
     1986, as amended.  The Plan is intended to be a top-hat plan
     (i.e., an unfunded deferred compensation plan maintained for
     a select group of management or highly compensated
     employees) under Sections 201(2), 301(a)(3), and 401(a)(1)
     of the Employee Retirement Income Security Act of 1974, as
     amended.

1.02 Scope and Duration. Entergy hopes and expects to continue
     the Plan indefinitely but expressly reserves the right to
     amend or terminate it, or discontinue recognition of any
     further deferrals under its terms, and each employer
     reserves the right to withdraw from the Plan, subject to the
     provisions hereinafter set forth. The benefits payable under
     the Plan are independent of any benefits the Employee is or
     may become entitled to receive under any funded pension,
     profit sharing, stock bonus or savings plan, except that the
     measure of the future value of amounts credited to a
     Participant's Account hereunder shall be based on the
     relative value of such Account balances had those balances
     represented actual dollars invested in selected investment
     funds from time to time available under the Savings Plan or,
     in the absence of such Savings Plan, any other measure that
     the Administrator may from time to time thereafter establish
     for purposes of this Plan.

                           ARTICLE II

                           DEFINITIONS

The following terms shall have the meaning hereafter indicated
unless expressly provided herein to the contrary:

2.01 "Account" shall mean the account the Administrator
     maintains, on a book-entry basis only, for each Participant under
     the Plan.  Such Account shall include a book entry for the
     deferrals elected by the Participant hereunder subject to change
     or adjustment based on the changes in the relative value of those
     Investment Funds that the Participant from time to time directs
     as the basis for the valuation of the deferred amounts allocated
     to his or her Account.  No actual dollars are maintained in, nor
     accounted for under, any such Account.

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 "Available Base Salary" shall mean that portion of a
     Participant's Base Salary that remains after the deduction or
     reduction of such Base Salary on account of all appropriate or
     required tax withholdings, loan repayments, contributions under a
     cafeteria plan under Code 125 (including, without limitation,
     amounts contributed to a flexible spending account covered by
     such cafeteria plan), deferral contributions pursuant to Code
     401(k) or otherwise under the Savings Plan, United Way or other
     charitable deductions or contributions, political action
     committee contributions, garnishments or other legally required
     or mandated deductions (i.e., Internal Revenue Service levies),
     and any other deductions or reductions related to contributions
     to any other employee benefit plan from time to time sponsored by
     Entergy Corporation or in which the Employer is the sponsor or a
     participating employer.

2.04 "Base Salary" shall mean the regular or normal salary,
     exclusive of overtime or bonuses, normally payable to a
     Participant during any period of Covered Employment including the
     amount, if any, such Employee defers as a deferral contribution
     pursuant to Code 401(k) or otherwise under the Savings Plan, and
     under a cafeteria plan under Code 125 (including, without
     limitation, amounts contributed to a flexible spending account
     covered by such cafeteria plan).  Notwithstanding the foregoing
     and solely for purposes of this Plan, a Participant's Base Salary
     shall also include any signing bonus or retention bonus payable
     to a Participant during any period of Covered Employment.

2.05 "Beneficiary" shall mean any person or persons designated by
     a Participant to whom distribution of the Deferred Compensation
     credited to his Account shall be made in the event of his death
     prior to the full receipt thereof.   A Participant may, prior to
     termination of his employment, designate one or more primary and
     contingent Beneficiaries to whom distribution of such Deferred
     Compensation shall be made in the event of his death prior to the
     full receipt thereof; provided, however, that in the event the
     Participant is married and no designation of Beneficiary is
     received by the Administrator prior to his death, such primary
     Beneficiary shall be deemed to be the Participant's surviving
     spouse.  The Participant may elect to change or revoke his
     designated Beneficiary at any time; provided, however, that such
     new election or revocation shall not be effective unless in
     writing on forms provided by the Administrator and shall not in
     any event be effective unless and until filed with the
     Administrator.  If no designated or deemed Beneficiary survives
     the Participant or former Participant, or if an unmarried
     Participant or former Participant fails to designate a
     Beneficiary under the Plan, such Deferred Compensation shall be
     paid to his estate.

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

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 the Effective Date 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.

2.12 "Covered Employment" shall mean that period during which a
     Participant is actively employed by an Employer and is eligible
     for participation hereunder under the terms and conditions set
     forth in the Plan.

2.13 "Deferred Compensation" shall mean the amount of deferred
     Base Salary and Incentive Compensation credited to a
     Participant's Account, as valued at any given point in time based
     on the relative value of the respective Investment Funds that the
     Participant directs over time less administrative charges or
     costs, and that would be available for distribution assuming that
     all requirements and requisites for distribution under the Plan
     are satisfied.

2.14 "Designation Date" shall mean the date or dates as of which
     an initial or subsequent designation of deemed investment
     directions by a Participant takes effect pursuant to Section
     4.04.

2.15 "EAIP" shall mean the Executive Annual Incentive Plan of
     Entergy Corporation and Subsidiaries, as amended from time to
     time.

2.16 "Employee" shall mean an employee of a System Company who is
     in the select group of management or highly compensated
     employees.

2.17 "Employer" shall mean the System Company with which the
     Participant is last employed on or before the Participant's
     termination from System employment.

2.18 "EOP" shall mean the Equity Ownership Plan of Entergy
     Corporation and Subsidiaries, as amended from time to time.

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

2.20 "Incentive Compensation" shall mean the amount of any
     incentive award that a Participant may become eligible to receive
     during a period of Covered Employment under the terms of the EAIP
     or other comparable incentive plan that the Administrator may
     from time to time recognize as "Incentive Compensation" for
     purposes of this Plan.  The term "Incentive Compensation" shall
     include only those incentive awards payable based on performance
     years commencing on or after January 1, 1997. The written
     determination by the Administrator as to the inclusion or
     exclusion of a given incentive plan as "Incentive Compensation"
     under the terms of this Plan shall be final and binding on all
     parties.

2.21 "Investment Funds" shall mean the several investment funds
     from time to time available under the Savings Plan (excluding the
     Entergy Stock Fund), which funds shall be used as a basis for
     determining the value of the Deferred Compensation credited to a
     Participant's Account.

2.22 "Participant" shall mean any Employee who (a) is eligible to
     defer Base Salary or Incentive Compensation pursuant to Section
     3.01 and (b) elects to do so.  Any employee who is eligible to
     defer Base Salary or Incentive Compensation under this Plan and
     has Deferred Compensation allocated to his Account hereunder
     shall remain a Participant through the date on which all such
     sums are distributed pursuant to Section 4.06 or 4.07, as
     applicable.  Such Employee's status as a Participant through the
     date of any such distribution does not convey any continued right
     to defer additional sums hereunder nor to make any further
     investment directions with respect to book-entry amounts held in
     his Account except in accordance with rules and procedures
     established by the Administrator.

2.23 "Personnel Committee" shall mean the Personnel Committee of
     the Board of Directors.

2.24 "Plan" shall mean this Executive Deferred Compensation Plan
     of Entergy Corporation and Subsidiaries, and any amendments,
     supplements or modifications from time to time made hereto.

2.25 "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).

2.26 "Savings Plan" shall mean the Savings Plan of Entergy
     Corporation and Subsidiaries, as amended from time to time.

2.27 "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 7.03 of this Plan.

2.28 "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 as contemplated in Section
     7.03 of this Plan.

2.29 "Valuation Date" shall mean the valuation date relating to
     the date on which the Participant terminates his employment with
     all Employers, files for a Hardship Distribution under Section
     4.06, files or makes a change in investment direction, or
     transfers from one System employer to another, as applicable to
     the particular circumstances requiring the valuation of the
     Deferred Compensation allocated to the Participant's Account.
     For purposes of periodic reporting and disclosure to Participants
     as to the relative value of their Account, the "Valuation Date"
     shall be the last business day immediately preceding the
     Participant's inquiry or such other date as the Administrator may
     determine and disclose in any such report or disclosure.


                           ARTICLE III

                          PARTICIPATION

3.01 Eligibility and Participation.  Any Employee who is employed
     on a salaried basis in a bona fide executive, administrative, or
     professional capacity at a specified rate per annum, and who has
     been approved and remains eligible for participation in EAIP
     shall be eligible to participate in the Plan during his period of
     Covered Employment. Subject to the provisions of the Plan and
     without limiting the eligibility of those persons described
     herein, the Administrator shall from time to time designate as
     eligible hereunder such other Employees who, in the written
     opinion of the Administrator, have significant responsibility for
     the continued growth, development and financial success of
     Entergy Corporation and any of its affiliates.  An Employee
     described above who elects to participate shall become a
     Participant in the Plan.  A Participant may lose his eligibility
     to participate at any time by written determination of the
     Administrator, but shall retain his rights hereunder to the
     Deferred Compensation credited to his Accounts through the date
     of any such removal. The Administrator shall have complete
     discretion to terminate the participation by any Participant who
     has made a willful and deliberate misrepresentation or false
     statement to the Administrator as a means for qualifying for, or
     obtaining, a distribution under the Plan.

3.02 Removal from Participation.

     (a)  A Participant made eligible under the terms of Section 3.01
       shall lose his eligibility to participate under the Plan on the
       later of the following events (1) termination of System
       employment; or (2) distribution of all the Deferred Compensation
       credited to his Account under the Plan; (3) loss of eligibility
       to participate under the EAIP unless the Administrator, in its
       discretion, has designated such employee as an Employee who is
       eligible to participate pursuant to Section 3.01 above; or (4)
       written revocation of Participant status pursuant to Section 3.01
       above based on a false or misleading statement or representation
       made by the Participant to the Administrator in the exercise of
       any and all rights, options or directions available to the
       Participant under the terms of the Plan.  That is, by way of
       illustration and without limiting the breadth of the foregoing,
       if the Participant makes a willful and deliberate
       misrepresentation to the Administrator as a means for qualifying
       for, or obtaining, a Hardship Distribution under Section 4.06,
       such Participant shall be subject to immediate loss of continued
       Participant status except to the extent of any Deferred
       Compensation previously allocated to his Account under the Plan.
       Further, any willful or deliberate misrepresentation made by a
       Participant shall subject the Participant to disciplinary
       actions, including discharge, by the Employer or the right of the
       Administrator to demand and recover from the Participant any
       amounts distributed to the Participant based on any such false or
       misleading statements or misrepresentations.

     (b)  Further, if any Participant loses his eligibility for
       participation in the EAIP and has not otherwise been designated
       as an eligible Employee by the Administrator hereunder, such
       Participant shall remain a Participant solely as to the Deferred
       Compensation credited to his Account on the date on which his
       participation in the EAIP ceases, and such participation
       hereunder shall continue until the later of the occurrence of one
       of the events described in 3.02 (a).

3.03 Continuation of Participation through Distribution.
     Notwithstanding anything stated in Section 3.02 to the
     contrary, a Participant shall remain a Participant through
     the date on which his Deferred Compensation is distributed
     to him pursuant to Section 4.07, except that a Participant
     who has experienced any of the events or circumstances
     described in Section 3.02(a) shall not be permitted to make
     any further deferrals under the Plan after the date of such
     event.  As to any undistributed Deferred Compensation
     credited to his Account prior to occurrence of an event or
     circumstance described in Section 3.02(a), such Participant
     may continue to make investment directions in accordance
     with Section 4.04, subject to the rules, regulations and
     procedures from time to time established by the
     Administrator.


                           ARTICLE IV

                       DEFERRAL ELECTIONS

4.01 Deferral of Base Salary.

     (a)  Subject to rules, regulations and procedures as established
       by the Administrator from time to time, a Participant may elect
       to defer (in one percent increments) any percentage of his Base
       Salary (but not less than five percent of his Base Salary nor
       amounts in excess of his Available Base Salary) except that any
       such Base Salary deferral election (or revocation of a prior
       deferral election) shall be effective on the later of (1) the
       date immediately following the date on which the Administrator
       (or its delegate) receives the Participant's election (or
       revocation) either in writing or through a voice response system
       that may be established under the Plan, or (2) the beginning of
       the first complete payroll period next following the receipt of
       such election (or revocation) by the Administrator (or its
       delegate).  Any such election (or revocation of a prior deferral
       election) shall remain in effect through the earlier of (1) the
       Participant's termination of employment or loss of Participant
       status under Section 3.02(a) above, whichever is earlier, or (2)
       the effective date for any election (or revocation) made by the
       Participant subsequent to such new or initial election (or
       revocation).  Any such election (including any revocation of a
       prior deferral election) shall be given prospective effect only
       and shall not adversely affect any Deferred Compensation deferred
       or credited to the Participant's Account based on any prior
       deferral election.  No deferrals may be made from any Base Salary
       until the first complete payroll period commencing after the
       effective date of this Plan.

     (b)  A new deferral election (or revocation of a prior deferral
       election) shall not affect the investment direction of any
       Deferred Compensation then or thereafter credited to the
       Participant's Account unless the Participant makes a new
       investment direction election under Section 4.04.   Once in
       effect, the amounts deferred by the Participant hereunder shall
       be credited to his Account on a book-entry basis as soon as
       practicable following the date of each deferred installment of
       Base Salary.

     (c)  The Administrator shall have the sole and exclusive
       authority and discretion to establish rules, regulations and
       procedures for the execution and delivery of any deferral
       election or revocation and may condition such elections in any
       reasonable manner that such Administrator deems necessary,
       appropriate or desirable including, without limitation, the
       complete authority and discretion to delay the effective date of
       any deferral election or revocation for one or more payroll
       periods as the Administrator deems necessary, appropriate or
       desirable in order to maintain the orderly and accurate
       administration of the Plan.  If the effective date of the
       deferral election is delayed pursuant to such authority, the
       Administrator shall notify the Participant of such delay and
       advise the Participant of the anticipated effective date of such
       election or revocation.

4.02 Deferral of Incentive Compensation.

     (a)  Subject to rules, regulations and procedures as established
       by the Administrator from time to time, a Participant may elect
       to defer (in ten percent increments) any percentage of his
       Incentive Compensation, but in no event can the Participant defer
       less than ten percent of his Incentive Compensation nor more than
       the amount of Incentive Compensation attributable to the same
       performance year that is deferred by the Participant under the
       terms of the Equity Awards program of the EOP.  An Incentive
       Compensation deferral election shall be effective on the later of
       (1) the date immediately following the date on which the
       Administrator (or its delegate) receives the Participant's
       election either in writing or through a voice response system
       that may be established under the Plan, or (2) the beginning of
       the first complete performance year next following the receipt of
       such election by the Administrator (or its delegate). All such
       elections are irrevocable.  Any such election shall apply only to
       Incentive Compensation payable with respect to a single
       performance year and shall not have continuing deferral effect or
       application as to Incentive Compensation payable for any future
       performance years.  That is, a separate Incentive Compensation
       deferral election must be made with respect to the Incentive
       Compensation payable for each performance year.

     (b)  A new deferral election (or revocation of a prior deferral
       election) shall not affect the investment direction of any
       Deferred Compensation then or thereafter credited to the
       Participant's Account unless the Participant makes a new
       investment direction election under Section 4.04.   Once in
       effect, the amounts electively deferred by the Participant
       hereunder shall be credited to his Account on a book-entry basis
       as soon as practicable following the date of each deferred
       installment of Incentive Compensation.

     (c)  The Administrator shall have the sole and exclusive
       authority and discretion to establish rules, regulations and
       procedures for the execution and delivery of any deferral
       election and may condition such elections in any reasonable
       manner that the Administrator deems necessary, appropriate or
       desirable including, without limitation, the complete authority
       and discretion to delay the effective date of any deferral
       election or reject any such deferral election as the
       Administrator deems necessary, appropriate or desirable in order
       to maintain the orderly and accurate administration of the Plan.
       If the effective date of the deferral election is delayed
       pursuant to such authority, the Administrator shall notify the
       Participant of such delay and advise the Participant of the
       anticipated effective date of such election.

4.03 Accounts.  The amount of any deferrals elected by the
     Participant pursuant to Sections 4.01 and 4.02,
     respectively, shall be credited to his Account established
     and maintained for such Participant.  Such Account of such
     Participant shall be the record of cumulative Deferred
     Compensation attributable to his deferrals under the Plan,
     solely for accounting purposes and, as provided in Section
     5.01, shall not require a segregation of any System Company
     assets.

4.04 Deemed Investment Direction of Participants.  Subject to
     such limitations as may from time to time be required by
     law, imposed by the Administrator, or contained elsewhere in
     the Plan and subject to such operating rules and procedures
     as may be imposed from time to time by the Administrator,
     prior to and effective for each Designation Date, each
     Participant may communicate to the Administrator, or any
     person to whom the Administrator has delegated such
     administrative duties, a direction as to how his Account
     should be deemed to be invested among the Investment Funds
     as such are from time to time available under the Savings
     Plan.  Such direction shall designate the percentage (in any
     whole percent multiples) of each portion of the
     Participant's Account that is requested to be deemed to be
     invested in the respective Investment Funds on a book-entry
     basis only and shall be subject to such rules and procedures
     for direction of investments under the Savings Plan, as
     modified by the Administrator with respect to the Plan.
     Unless and until the Employer elects, in its discretion, or
     is required to fund the obligations of the Employer
     reflected by the Deferred Compensation pursuant to Article
     V, no actual investments in the several Investment Funds
     shall be made hereunder, and the Participants shall have no
     right, claim or demand with respect to any such Investment
     Funds based on the deemed investment of Deferred
     Compensation.

4.05 Allocation of Deemed Earnings or Losses on Accounts.
     Pursuant to Section 4.04, each Participant shall have the
     right to direct the Administrator as to how the Deferred
     Compensation credited to his Account shall be deemed
     invested. The Administrator shall maintain records that
     track or replicate the performance of such deemed
     investments in the respective Investment Funds consistent
     with the Participant's directions.  The Participant's
     Account will be credited or debited with the increase or
     decrease in the realizable net asset value of the designated
     deemed investments. As of each Valuation Date, an amount
     equal to the net increase or decrease in realizable net
     asset value of each Investment Fund since the preceding
     Valuation Date shall be credited among the respective
     Participants' Accounts deemed to be invested in that
     Investment Fund in accordance with the ratio that the
     portion of the Deferred Compensation credited to such
     Account that is deemed to be invested within the given
     Investment Fund bears to the aggregate of all amounts deemed
     to be invested within that same Investment Fund.  For
     instance, if the net asset value per unit held in the
     Investment Fund increased by 2%, the Participant's Account
     shall be credited with 2% per unit deemed held by the
     Participant's Account in such Investment Fund pursuant to
     his investment directions.

4.06 Hardship Distributions.   At any time after completing five
     (5) years of participation in this Plan, a Participant may
     apply to the Administrator for a special distribution of all
     or any part of his Account valued as of the date of his
     application on account of an immediate and heavy financial
     need arising from one or more of the following, or similar,
     events:

     (a)    uninsured medical costs resulting from an accident,
       injury or illness to the Participant and/or members of
       his immediate family;

     (b)    secondary educational costs (e.g., tuition);

     (c)    the purchase of a principal residence or to prevent
       the foreclosure or eviction from the Participant's
       primary residence;

     (d)    funeral expenses for an immediate family member of
       the Participant;

     (e)    substantial casualty losses; or

     (f)    any other emergency conditions in the Participant's
       financial affairs.

     The Administrator shall consider the circumstances of each
     such case and the best interest of the Participant and his
     family and shall have the right, in its sole discretion, if
     applicable, to allow such a special distribution, or if
     applicable, to direct a distribution of part of the amount
     requested or to refuse to allow any distribution.  Upon the
     Administrator's determination that such a special
     distribution should be granted, the Participant's employer
     shall make the appropriate distribution to the Participant
     from its general assets in respect of the Participant's
     Account and the Administrator shall accordingly reduce or
     adjust the amount of Deferred Compensation credited to the
     Participant's Account.  In no event shall the aggregate
     amount of the special distribution exceed the full value of
     the Participant's Account.  For purposes of this Section,
     the value of the Participant's Account shall be determined
     as of the date of the Participant's application for the
     special distribution.  If the amount of the requested
     distribution equals or exceeds the full value of the
     Deferred Compensation credited to the Participant's Account
     on such Valuation Date and a special distribution is
     subsequently made hereunder, the Account shall not
     thereafter be credited with further earnings or losses with
     respect to the distributed amounts pursuant to Section 4.05.
     In the event that a member of the Administrator is the
     Participant requesting such a special distribution, such
     Participant shall refrain from participating in the
     Administrator's special distribution determination.

4.07 Payment of Deferred Compensation.   Except to the extent
     that such amounts are distributed in a special hardship
     distribution pursuant to Section 4.06, a Participant who has
     Deferred Compensation credited to his Account shall be
     entitled to receive a cash distribution from the Employer
     within thirty days of his retirement or termination of
     employment with Entergy and all of its affiliates, or as
     reasonably practicable thereafter, as the Administrator
     shall determine.  Such distribution shall be an amount equal
     to the value of the Deferred Compensation credited to his
     Account as of the effective date of the Participant's
     retirement or termination from service, less any amounts
     withheld to satisfy federal and state income tax withholding
     obligations.

4.08 Death Benefits.  If a Participant dies before receiving all
     amounts due to the Participant hereunder, the entire remaining
     value of the Participant's Account shall be paid in cash, based
     on the value of the Deferred Compensation credited to the
     Participant's Account as of the date of his death, to his
     Beneficiary.

4.09  Non-Transferability.  Deferred Compensation 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 V

                       SOURCE OF PAYMENTS

5.01 Unfunded Plan.  In the case of Deferred Compensation
     credited to a Participant's Account under the Plan, no actual
     units in the respective Investment Funds shall be purchased at
     the time of the deferrals, and Entergy, the Employer and the
     Plan, or any one of them, shall not be required to set aside a
     fund or assets for the payment of any such Deferred Compensation.
     It is a condition of the Plan, and the Participant expressly
     agrees, that neither he 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 the Employer
     or in which the Employer may have any right, title or interest
     now or in the future.  However, the 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 the Employer.

5.02 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.
     The Employer reserves the right in its sole discretion to
     establish at a future date a rabbi trust to hold assets that
     may be used to cover the Employer's costs of the Plan
     including, without limitation, a rabbi trust that provides
     for the actual investment of contributions in the respective
     Investment Funds, as available to the Employer, on the same
     basis as the deemed investment directions made by the
     Participant pursuant to Section 4.04.

5.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article V to the contrary, within thirty (30) days
     following a Change in Control, each Employer 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 Employer's contribution shall be in an
     amount equal to the total benefits credited to such
     Employer's Plan Participants (including a Participant's
     Beneficiary) under the Plan through the date of any such
     Change of Control.  If one or more of an Employer's
     Participants shall continue to be employed by a System
     Company of Entergy after such a Change of Control, each
     calendar year the Employer 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 Employer's Plan
     account under the Trust that is equal to the total unpaid
     benefits of the Employer's Participants as of the end of
     each applicable calendar year.  Notwithstanding the
     foregoing in this Section 5.03 to the contrary, an Employer
     may make contributions to the Trust prior to a Change of
     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 VI

                       PLAN ADMINISTRATION

6.01 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.

6.02 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;

     (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;

     (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;

     (k)  to grant or establish Accounts pursuant to Article IV, to
        determine restrictions related to Deferred Compensation and any
        credits to or distributions from such Accounts, to determine the
        employees to whom, and the time or times when, participation in
        the Plan shall be permitted hereunder, and to determine the
        amount of Deferred Compensation to be credited to such Accounts
        for Participants; and

     (l)  to determine the terms and provisions of the Participant
        deferral elections (which need not be identical).

     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.

6.03 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.

6.04 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 6.02, 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.

6.05 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.

6.06 Denial or Partial Denial of Benefit Claims.  If the Claims
     Administrator denies a claim for benefits in whole or part, the
     Claims Administrator shall notify the claimant in writing of the
     decision within ninety (90) days after the Claims Administrator
     has received the claim.  In the Claim Administrator's sole
     discretion, the Claims Administrator may extend the time to
     decide the claim for an additional ninety (90) days, by giving
     written notice of the need for such an extension any time prior
     to the expiration of the initial ninety (90) 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.

6.07 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.

6.08 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.

6.09 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.

6.10 Non-Uniform Determinations.  The Administrator's
     determinations under the Plan, including, without limitation,
     determinations as to the Employees eligible to defer a portion of
     their Available Base Salary and/or Incentive Compensation, and
     the terms and provisions of such deferrals, need not be uniform
     and may be made by it selectively among Employees who receive or
     are eligible to participate in the Plan, whether or not such
     Employees are similarly situated.


                           ARTICLE VII

              TERMINATION OR AMENDMENT OF THE PLAN

7.01 Termination and Amendment.  Subject to Sections 1.02 and
     7.02, the Plan may be suspended, terminated, modified or amended
     at any time whatsoever by the Board of Directors of Entergy
     Corporation or any other person or persons whom the Board of
     Directors may expressly from time to time authorize to take any
     and all such actions for and on behalf of Entergy Corporation and
     the respective Employers. Any such action shall be evidenced by
     the minutes of the Board of Directors or a written certificate of
     amendment or termination executed by any person or persons so
     authorized by the Board of Directors.  If the Plan is terminated,
     the terms of the Plan shall, notwithstanding such termination,
     continue in effect with respect to Deferred Compensation
     allocated to the Participant's Account on or before the date of
     such termination.

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

     (a)  No amendment to, or termination of, the Plan following a
        Change in Control shall reduce the amount credited to a
        Participant's Account under this Plan through the date of any
        such amendment or termination.

     (b)  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, 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 and
        successors; and

     (c)  No provision of this Plan may be modified, waived, or
        discharged during the 2-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 and successors.

7.03 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.  Any successor or
     surviving entity that assumes or otherwise adopts this Plan
     as contemplated in this Section 7.03 shall succeed to all
     the rights, powers and duties of the Employer and the Board
     of Directors hereunder, subject to the restrictions on
     amendment or termination of the Plan as set forth in Section
     7.02.


                          ARTICLE VIII

                          MISCELLANEOUS

8.01 Tax Withholding.  Subject to such terms and conditions as
     may be established by the Administrator, the Participant shall
     pay to have withheld by the Employer any amount necessary to
     satisfy applicable federal, state or local tax withholding
     requirements attributable to the Deferred Compensation
     distributed under this Plan or, in lieu of such withholding,
     shall remit to the Employer such amount as so necessary to
     satisfy such applicable federal, state or local tax withholding
     requirements promptly upon notification of the amounts due.  The
     Administrator may permit such amount to be paid by the
     Participant to be withheld from the value of the Participant's
     Account that otherwise would be distributed to such Participant
     upon the distribution of the Deferred Compensation allocated to
     the Participant's Account.

8.02 Deferral Elections.  Each deferral election made pursuant to
     Sections 4.01 and 4.02, respectively, shall be subject to such
     restrictions, terms and conditions as the Administrator may
     require.  Notwithstanding anything to the contrary contained in
     the Plan, no System Company is obligated to accept, permit or
     recognize any deferrals under the Plan made by any Participant
     hereunder unless such Participant shall execute all appropriate
     agreements with respect to such deferral in such form as the
     Administrator may determine from time to time.

8.03 Effect on Other Plans.  Any increases or losses in the value
     of Deferred Compensation credited to the Participant's Account
     through the date of distribution shall not constitute earnings
     for purposes of any pension plan covering employees of any System
     Company except as otherwise expressly provided in any such
     pension plan.

8.04 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.

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

8.06 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.

8.07 No Right to Employment.  This Plan does not confer nor shall
     be construed as creating an express or implied contract of
     employment.

8.08 Notices.  Every direction, revocation or notice authorized
     or required by the Plan shall be deemed delivered to the Plan
     Administrator on the date it is personally delivered to the Plan
     Administrator or three business days after it its sent by
     registered mail, postage prepaid, and properly addressed to
     Entergy Services, Inc., Employee Benefits Department, Attention:
     Plan Administrator, Executive Deferred Compensation Plan, 639
     Loyola Avenue, 14th Floor, New Orleans, Louisiana 70113 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 his Employer.


8.09 Controlling Law.  The administration of the Plan, and any
     Trust established thereunder, shall be governed by applicable
     federal law, including 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.