Exhibit 10(a)85

                      RENTENTION AGREEMENT

     THIS AGREEMENT, executed on October 21, 2000, and effective
as of July 29, 2000, by and between Entergy Corporation, a
Delaware corporation ("Company"), and Donald C. Hintz
("Executive").

     WHEREAS, Executive is currently employed by Entergy
Services, Inc., a System employer, and serves in the position of
President of Company;

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

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

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

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

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

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

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

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

        (A) For a period of two years following the Date of
            Termination, Executive shall not engage in any
            employment or other activity (without the prior
            written consent of Company) either in his individual
            capacity or together with any other person,
            corporation, governmental agency or body, or other
            entity, that is (i) listed in the Standard & Poor's
            Electric Index or the Dow Jones Utilities Index; or
            (ii) in competition with, or similar in nature to,
            any business conducted by any System Company at any
            time during such period, where such competing
            employer is located in, or servicing in any way
            customers located in, those parishes and
            counties   in  which  any  System  Company   services
            customers  during such period. In the  event  of  any
            violation  by  Executive of  this  paragraph  (A)  of
            subsection  2.2,  Executive shall repay  to  Company,
            within  5 business days of Company's written  request
            therefor,   any  amounts  previously  paid   to   him
            pursuant  to  subsections 3.1 and 3.5, and  Executive
            shall  have  no  further entitlement to  receive  any
            additional   payments   or   benefits   under    such
            subsections.

       (B)  For  a  period  of two years following  the  Date  of
            Termination, Executive agrees not to take any  action
            or  make  any  statement, written  or  oral,  to  any
            current or former employee of any System Company,  or
            to  any  other  person, which disparages  any  System
            Company,  its  management, directors or shareholders,
            or  its practices, or which disrupts or impairs their
            normal  operations, including actions  or  statements
            (i)  that  would harm the reputation  of  any  System
            Company  with  its clients, suppliers,  employees  or
            the   public;  or  (ii)  that  would  interfere  with
            existing  or  prospective contractual  or  employment
            relationships   with  any  System  Company   or   its
            clients, suppliers or employees. In the event of  any
            violation by Executive of this paragraph (B) of  this
            subsection  2.2,  Executive shall repay  to  Company,
            within  5 business days of Company's written  request
            therefor,  any  amounts  in  respect  of  the   First
            Retention   Bonus  or  the  Second  Retention   Bonus
            previously  paid  to him pursuant to subsections  3.1
            and   3.5,  and  Executive  shall  have  no   further
            entitlement  to  receive any additional  payments  or
            benefits under and of such subsections.

3.Compensation  Upon Certain Events. This Section  3  sets  forth
  the  entitlement  of  Executive or  his  beneficiary  (ies)  to
  certain  payments  and  benefits under specified  circumstances
  described  in  each  subsection, and,  with  the  exception  of
  subsections  3.1 and 3.2, in no event shall Executive  and  his
  beneficiary  (ies) be entitled to payments and  benefits  under
  more than one such subsection.

   3.1 Retention  Payments.  If at the date of Closing,  Executive
       assumes  the  employment position offered to  him  by  the
       surviving merged entity, Executive shall receive the First
       Retention  Bonus  at  the date of  Closing.  If  Executive
       remains employed in such System employment position or  in
       any  subsequent System employment position offered to  him
       by  the surviving merged entity through and including  the
       second  anniversary of the Closing, then  Executive  shall
       receive   the  Second  Retention  Bonus  at   the   second
       anniversary date.

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

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

 3.4  Termination of Employment by Executive Without Good  Reason
      at  Any  Time. If Executive terminates employment with  the
      System without Good Reason, Executive shall be entitled  to
      Executive's   Accrued   Obligations   and   Normal    Post-
      Termination  Compensation  and  Benefits.  Executive  shall
      also  receive  the Supplemental Retirement Benefit  if  his
      resignation  is either after his attainment of  age  65  or
      with his System employer's permission.

 3.5  Qualifying   Termination.  If  Executive's  employment   is
      terminated due to a Qualifying Termination, then  Executive
      shall be entitled to the following benefits:

          (A)  If  the  Qualifying Termination should occur before
               the  earlier  of  the termination  of  the  Merger
               Agreement  or  the Closing, then  Executive  shall
               receive     Executive's    Accrued    Obligations,
               Supplemental  Retirement  Benefit,   Target   LTIP
               Award,  Other  BOP Awards, Normal Post-Termination
               Compensation  and  Benefits, and  First  Retention
               Bonus. Payment of the First Retention Bonus  shall
               be  in  lieu  of  any further salary  payments  to
               Executive  for periods subsequent to the  Date  of
               Termination (if any) and in lieu of any retention,
               severance,   termination   or   similar    benefit
               otherwise  payable to Executive  under  any  plan,
               program,  arrangement or agreement of or with  any
               System Company.

          (B)  If  the  Qualifying Termination should occur during
               the  period  beginning the day after  the  Closing
               through  and  including the second anniversary  of
               the   Closing,   then  Executive   shall   receive
               Executive's   Accrued  Obligations,   Supplemental
               Retirement Benefit, EAIIP Bonus Award, Normal Post-
               Termination  Compensation  and  Benefits,   Second
               Retention Bonus, Maximum LTIP Award and Other  EOP
               Awards.  Payment  of  the Second  Retention  Bonus
               shall be in lieu of any further salary payments to
               Executive  for periods subsequent to the  Date  of
               Termination (if any) and in lieu of any retention,
               severance,   termination   or   similar    benefit
               otherwise  payable to Executive  under  any  plan,
               program,  arrangement or agreement of or with  any
               System Company.

  3.6 Termination   On   Account  of  Death  or  Disability.   If
      Executive's  employment  should  terminate  on  account  of
      death or Disability:

         (A)before  the earlier of the termination of the  Merger
            Agreement  or the Closing, Executive or his  personal
            or  legal representatives, executors, administrators,
            successors,   heirs,   distributees,   devisees   and
            legatees  (in  the event of Executive's death)  shall
            receive Executive's Accrued Obligations, Normal Post-
            Termination  Compensation and Benefits,  Target  LTIP
            Award,  Other EOP Awards, First Retention Bonus,  and
            (in  the  event  of  Executive's  death)  Executive's
            surviving  spouse  shall receive  the  death  benefit
            associated  with Executive's Supplemental  Retirement
            Benefit,  but only to the extent not already received
            by or on behalf of Executive.

       (B)  on or after the Closing and before the second
            anniversary of the Closing, Executive or his
            personal or legal representatives, executors,
            administrators, successors, heirs, distributees,
            devisees and legatees (in the event of death) shall
            receive Executive's Accrued Obligations, EAIP Bonus
            Award, Normal Post-Termination Compensation and
            Benefits, Second Retention Bonus, Maximum LTIP
            Award, Other EOP Awards, and (in the event of
            Executive's death) Executive's surviving spouse
            shall receive the death benefit associated with
            Executive's Supplemental Retirement Benefit, but
            only to the extent not already received by or on
            behalf of Executive.

4.Gross-Up Payment.

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

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

   4.3 In the event that the Excise Tax is finally determined to
       be less than the amount taken into account hereunder in
       calculating the Gross-Up Payment, Executive shall repay to
       Company, within five (5) business days following the time
       that the amount of such reduction in the Excise Tax is
       finally determined, the portion of the Gross-Up Payment
       attributable to such reduction plus that portion of the
       Gross-Up Payment attributable to the Excise Tax and
       federal, state and local income and employment taxes
       imposed on the Gross-Up Payment being repaid by Executive,
       to the extent that such repayment results in a reduction
       in the Excise Tax and a dollar-for-dollar reduction in
       Executive's taxable income and wages for purposes of
       federal, state and local income and employment taxes, plus
       interest on the amount of such repayment at 120% of the
       rate provided in section 1274(b)(2)(B) of the Code. In the
       event that the Excise Tax is determined to exceed the
       amount taken into account hereunder in calculating the
       Gross-Up Payment (including by reason of any payment the
       existence or amount of which cannot be determined at the
       time of the Gross-Up Payment), Company shall make an
       additional Gross-Up Payment in respect of such excess
       (plus any interest, penalties or additions payable by
       Executive with respect to such excess) within five (5)
       business days following the time that the amount of such
       excess is finally determined. Executive and Company shall
       each reasonably cooperate with the other in connection
       with any administrative or judicial proceedings concerning
       the existence or amount of liability for Excise Tax with
       respect to the Total Payments.

5.Rabbi Trust; Timing of Payments. No later than 180 days from
  the execution of this Agreement, Company shall deposit in the
  Trust for Deferred Payments of Entergy Corporation and
  Subsidiaries ("Trust") an amount as determined by the Auditor
  (as defined in Section 4.2) to be necessary to pay all amounts
  that would be due under this Agreement if Executive
  experienced a Qualifying Termination event on December 31,
  2000. Company shall deposit such additional amounts as
  determined by the Auditor from time to time to be necessary to
  pay amounts due under the Agreement. The payments provided in
  Sections 3 and 4 hereof shall be made not later than the fifth
  business day following the Date of Termination; provided,
  however, that if the amounts of such payments cannot be
  finally determined on or before such day, Company shall pay to
  Executive on such day an estimate, as determined in good faith
  by Executive or, in the case of payments under Section 4
  hereof, in accordance with Section 4 hereof, of the minimum
  amount of such payments to which Executive is clearly entitled
  and shall pay the remainder of such payments (together with
  interest on the unpaid remainder (or on all such payments to
  the extent Company fails to make such payments when due) at
  120% of the rate provided in section I 274(b)(2)(B) of the
  Code) as soon as the amount thereof can be determined, but in
  no event later than the thirtieth day after the Date of
  Termination. In the event that the amount of the estimated
  payments exceeds the amount subsequently determined to have
  been due, such excess shall constitute a loan by Company to
  Executive, payable on the fifth business day after demand
  by  Company  (together  with  interest  at  120%  of  the  rate
  provided  in  section 1274(b)(2)(B) of the Code). At  the  time
  that  payments  are  made under this Agreement,  Company  shall
  provide  Executive with a written statement setting  forth  the
  manner  in  which such payments were calculated and  the  basis
  for   such  calculations  including,  without  limitation,  any
  opinions  or  other  advice  Company  has  received  from   Tax
  Counsel, the Auditor or other advisors or consultants (and  any
  such  opinions or advice which are in writing shall be attached
  to  the  statement).  Notwithstanding  any  provision  of  this
  Section  5 to the contrary, if Executive is entitled to receive
  the  First  Retention Bonus or the Second  Retention  Bonus  in
  accordance  with subsection 3.1, such benefit shall be  payable
  under  the  circumstances described in subsection 3.1,  without
  regard  to termination of employment. In addition, if Executive
  (or   his   surviving  spouse)  is  entitled  to  receive   the
  Supplemental Retirement Benefit, such benefit shall be  payable
  in   accordance  with  the  form  of  benefit  elected  by  the
  Executive,  or  payable to the surviving spouse, in  accordance
  with   the   terms  and  conditions  of  the  System  Executive
  Continuity  Plan  of Entergy Corporation and  Subsidiaries,  as
  applicable to Executive on the date of this Agreement.

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

7.Superceded  Agreements and Benefits. This Agreement  supercedes
  any  other  agreements or representations, oral  or  otherwise,
  express  or implied, with respect to the subject matter  hereof
  which  have  been  made  by Executive or  any  System  Company,
  including,  but not limited to, the Employment Agreement  dated
  July  29,  1999, and as amended April 4, 2000,  and  any  other
  term  sheets  or offers preceding execution of this  Agreement.
  Notwithstanding   the  foregoing,  this  Agreement   does   not
  supercede  Executive's  Deferred Compensation  Agreement  dated
  December  31,  1990, and as amended on May 20,  1997,  nor  the
  terms  and  conditions  of  Executive's  participation  in  the
  System  Executive  Retirement Plan of Entergy  Corporation  and
  Subsidiaries,   the  Pension  Equalization  Plan   of   Entergy
  Corporation  and Subsidiaries, and the Supplemental  Retirement
  Plan  of  Entergy Corporation and Subsidiaries. Notwithstanding
  any  other  provision  to the contrary, Executive  acknowledges
  that  benefits  provided under this Agreement are  in  lieu  of
  participation  in,  and any payment that might  otherwise  have
  been  payable  under, the System Executive Continuity  Plan  of
  Entergy  Corporation  and Subsidiaries  and  any  other  System
  severance  or retention plan, and Executive hereby  waives  any
  right to participate in such plans.

8.Termination Procedures and Compensation During Dispute.

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

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

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

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

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

10. Successors: Binding Agreement.

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

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

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

    If to Company:                                If to Executive:
    J. Wayne Leonard                              Donald C. Hintz
    Chief Executive Officer, Entergy Corporation  37 English Turn Drive
    639 Loyola Avenue                             New Orleans Louisiana, 70131
    New Orleans, LA 70113-3 125

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

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

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

15. Settlement of Disputes: Arbitration.

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

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

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

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

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

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

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

  16.5 Board shall mean the Board of Directors of Company.

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

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

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

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

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

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

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

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

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

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

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

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

 16.18 First  Retention Bonus shall mean a  lump  sum  cash
       retention payment of $2,772,000.00.

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

     (A) for  the  period  through  and  including  the  date  of
         Closing, the substantial reduction or alteration in  the
         nature    or    status   of   Executive's   duties    or
         responsibilities from those in effect  on  the  date  of
         this   Agreement,   other  than  an  insubstantial   and
         inadvertent  act  that is remedied by  Company  promptly
         after  receipt of notice thereof given by Executive  and
         other than any such alteration primarily attributable to
         the fact that Company may no longer be a public company;

     (B) following the date of Closing, the failure of Company  to
         provide  Executive  with  a position  in  the  surviving
         merged entity of Group President, Nuclear Operations, or
         such   other  position  the  responsibilities  of  which
         include,  at  a  minimum,  the oversight  of  generation
         operations,  including  fossil  and  nuclear,   of   the
         surviving merged entity, and (1) the employment location
         of  which  shall  be,  at the discretion  of  the  Chief
         Executive  Officer of the surviving merged  entity,  not
         more  than 20 miles from (a) Executive's principal place
         of  employment  on  the  date hereof  or  (b)  Company's
         nuclear operations headquarters in Jackson, Mississippi,
         or  (c)  the corporate headquarters of the Merged Entity
         (or of any other party (or parent thereof) to the Merger
         Agreement),  except  for required  travel  on  Company's
         business  to  an  extent substantially  consistent  with
         Executive's  present  business  travel,  and  (2)   with
         relocation  and interim living allowances no  less  than
         those  available  to  Company's executives  (or  to  FPL
         Group's  executives,  (or the executives  of  any  other
         party  (or parent thereof) to the Merger Agreement),  if
         higher)  as in effect on the date hereof, in  the  event
         relocation is required consistent with this subsection;

     (C) the   relocation  of  Executive's  principal   place   of
         employment  to  a  location  more  than  20  miles  from
         Executive's  principal place of employment on  the  date
         hereof  or  Company's requiring Executive  to  be  based
         anywhere  other than such principal place of  employment
         (or  permitted relocation thereof) except  for  required
         travel  on Company's business to an extent substantially
         consistent  with  Executive's  present  business  travel
         obligations, provided, however, that this paragraph  (C)
         shall  not  apply in the event Executive is  provided  a
         position  in  the surviving merged entity in  accordance
         with (B) above;

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

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

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

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

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

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

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

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

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

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

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

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

 16.26 Other BOP Awards shall mean (a) the vesting of, and
       lapse of restrictions on, all restricted shares, stock
       options, and other awards (excluding awards under the
       LTIP), as applicable, granted to Executive prior to the
       Date of Termination, to the extent such shares, options or
       other awards have not already vested or restrictions
       thereon have not yet lifted, including, but not limited to
       any non-vested stock options granted to Executive under
       the EOP by Employment Agreement dated July 29, 1999 and
       (b) the extension of the period during which stock options
       shall be exercisable for the remainder of the ten-year
       term extending from the grant date.

 16.27 Qualifying Termination shall mean a termination of
       Executive's employment (i) by Executive for Good Reason;
       or (ii) by Company other than for Cause.

 16.28 Second Retention Bonus shall mean a lump sum cash
       retention payment of $2,310,000.00

 16.29 Supplemental  Retirement  Benefit  shall   mean   a
       supplemental  benefit provided under this Agreement  that,
       in combination with the benefits provided under the System
       Executive  Retirement  Plan  of  Entergy  Corporation  and
       Subsidiaries, as amended and restated effective January 1,
       2000   ("SERP")   in  accordance  with  Executive's   SERP
       Participant Application, shall provide the benefits (i.e.,
       retirement  benefits, survivor benefits, or pre-retirement
       death  benefits) that would have been payable to Executive
       (or  Executive's  Joint Annuitant or  Beneficiary  in  the
       event of Executive's death) under the SERP if the terms of
       the   System   Executive  Retirement   Plan   of   Entergy
       Corporation  and  Subsidiaries as  in  effect  immediately
       prior  to  March 25, 1998 ("Prior SERP") had  remained  in
       effect.  Subject  to  the  terms and  conditions  of  this
       Agreement, if Executive satisfies all of the provisions of
       the SERP necessary for SERP benefits to be payable to,  or
       on  behalf of Executive, then Executive shall be  entitled
       to  have his SERP benefits supplemented by this Agreement.
       If Executive is terminated for Cause or otherwise causes a
       forfeiture  of benefits to occur for one or  more  of  the
       reasons set forth in the SERP, the Supplemental Retirement
       Benefit shall be forfeited by Executive.

 16.30 System  shall  mean  Company  and  all  other   System
       Companies.

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

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

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

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

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

ENTERGY CORPORATION                      EXECUTIVE

By: /s/ J. Wayne Leonard                   /s/ Donald C. Hintz
    J. Wayne Leonard                       Donald C. Hintz
    Chief Executive Officer                President,
                                           Entergy Corporation