Exhibit 10(a)86

                      RENTENTION AGREEMENT

     THIS AGREEMENT, executed on October 11, 2000, and effective
as of July 29, 2000, by and between Entergy Corporation, a
Delaware corporation (`Company'), and Michael G. Thompson
(Executive)

     WHEREAS, Executive is currently employed by Entergy
Services, Inc., a System employer, and serves in the position of
Senior Vice-President, General Counsel and Secretary 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 contact of employment and, except as
       otherwise agreed in writing between Executive and
       Company, Executive shall not have any right to be
       retained in the employ of any System Company.

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

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

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

3.Compensation  Upon Certain Events. This Section  3  sets  forth
  the  entitlement  of  Executive  or  his  beneficiary(ies)   to
  certain  payments  and  benefits under specified  circumstances
  described  in  each  subsection, and,  with  the  exception  of
  subsections  3.1 and 3.4, in no event shall Executive  and  his
  beneficiary(ies)  be entitled to payments  and  benefits  under
  more than one such subsection.

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

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

  3.3 Qualifying  Termination.  If  Executives  employment  is
       terminated due to a Qualifying
       Termination,  then Executive shall be entitled  to  (a)
       either  the  Service Bridge or Normal  Post-Termination
       Compensation  and Benefits and (b) receive  Executive's
       Accrued  Obligations, Supplemental  Retirement  Benefit
       (in  accordance with Executive's election), EAIP  Bonus
       Award,  Four-Times  Severance  Payment,  Maximum   LTIP
       Award  and Other BOP Awards. In the event Executive  is
       entitled   to   the   Service  Bridge,   Normal   Post-
       Termination Compensation and Benefits shall be  due  at
       the conclusion of the Service Bridge.

  3.4 Termination  On  Account  of  Death  or  Disability.  If
       Executive's employment should terminate on  account  of
       death  or  Disability prior to the termination  of  the
       Merger  Agreement, Executive or his personal  or  legal
       representatives,       executors,       administrators,
       successors, heirs, distributees, devisees and  legatees
       (in  the  event  of  death) shall  receive  Executive's
       Accrued  Obligations, EAIP Bonus  Award,  Normal  Post-
       Termination   Compensation  and  Benefits,   Four-Times
       Severance Payment, Supplemental Retirement Benefit  (in
       accordance  with  the  election  of  Executive  or  his
       beneficiary,  if applicable), Maximum  LTIP  Award  and
       Other  EOP  Awards.  The benefits provided  under  this
       subsection  shall  be reduced by the benefits  provided
       to  Executive  prior to his death or  Disability  under
       any  other  subsection  of  this  Agreement,  with  the
       exception of subsection 3.1.

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) (I) 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
  no  later than the fifth business day following the Date  of
  Termination; provided, however, that if the amounts of  such
  payments  cannot  be finally determined on  or  before  such
  day,  Company  shall  pay  to  Executive  on  such  day   an
  estimate,  as determined in good faith by Executive  or,  in
  the  case  of payments under Section 4 hereof, in accordance
  with  Section  4  hereof,  of the  minimum  amount  of  such
  payments  to which Executive is clearly entitled  and  shall
  pay  the  remainder of such payments (together with interest
  on  the  unpaid  remainder (or on all such payments  to  the
  extent  Company  fails to make such payments  when  due)  at
  120%  of  the rate provided in section 12 74(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 12 74(b) (2)  (B)  of  the
  Code).  At  the  time  that payments  are  made  under  this
  Agreement,  Company shall provide Executive with  a  written
  statement  setting forth the manner in which  such  payments
  were   calculated  and  the  basis  for  such   calculations
  including, without limitation, any opinions or other  advice
  Company has received from Tax Counsel, the Auditor or  other
  advisors  or  consultants (and any such opinions  or  advice
  which are in writing shall be attached to the statement).

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

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

8.Termination Procedures and Compensation During Dispute.

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

  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  ff11
       compensation in effect when the notice giving  rise  to
       the  dispute was given (including, but not limited  to,
       salary) and continue Executive as a participant in  all
       compensation,  benefit  and insurance  plans  in  which
       Executive  was  participating when  the  notice  giving
       rise  to  the  dispute was given,  until  the  Date  of
       Termination,  as determined in accordance with  Section
       8.3 hereof. Amounts paid under this Section 8.4 are  in
       addition  to all other amounts due under this Agreement
       (other than Executive's Accrued Obligations) and  shall
       not  be offset against or reduce any other amounts  due
       under this Agreement.

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

10.    Successors; Binding Agreement.

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

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

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

    If to Company:                                If to Executive:
    J. Wayne Leonard                              Michael G. Thompson
    Chief Executive Officer, Entergy Corporation  830 Brewster Road
    639 Loyola Avenue                             Madisonville, LA 70447
    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.

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

  15.2 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 Executives Annual Base
     Salary through the Date of Termination to the extent not
     theretofore paid, together with all unpaid compensation
     and benefits, including four (4) weeks of paid vacation
     per calendar year, payable to Executive through the later
     of the Date of Termination or the Service Bridge 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 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)).

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

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

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

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

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

16.15 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  Four-Times Severance Payment shall mean the payment of  a
       lump  sum  retention payment, in cash, equal to four times  the
       sum  of (i) Executive's Annual Base Salary and (ii) Executive's
       highest maximum annual bonus opportunity under the EAIP for any
       fiscal  year  ending  after the date hereof,  which  Four-Times
       Severance   Payment  shall  in  no  event  be   less   than   $
       2,826,440.00. The Four-Times Severance Payment shall be in lieu
       of  any  further  salary  payments  to  Executive  for  periods
       subsequent to the Date of Termination (if any) and in  lieu  of
       any   retention,  severance,  termination  or  similar  benefit
       otherwise  payable  to  Executive  under  any  plan,   program,
       arrangement or agreement of or with any System Company.

16.19 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 (A), (E),(F),
      or  (G) below, such act or failure to act is corrected prior  to
      the  Date  of Termination specified in the Notice of Termination
      given in respect thereof:

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

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

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

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

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

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

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

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

16.20  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
       EOP,  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  LTIP  with
       respect to any performance period (as defined in the applicable
       program  or  plan) that includes the Date of Termination,  such
       number to be determined as if Executive satisfied the remaining
       performance  requirements and was entitled to the  maximum  pay
       out level under the long term incentive program with respect to
       such performance periods.

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

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

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

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

16.27Service  Bridge shall mean, in the event Executive should  lose
     his  General Counsel position prior to December 31, 2001 (other
     than  for  Cause),  Executive's continuation of  active  System
     employment at the same compensation and benefit level as  prior
     to  the  loss  of such position, with continued eligibility  to
     participate  in  all executive plans and programs  under  their
     terms  and  conditions, through December31, 2001.  Further,  at
     the  conclusion  of  the  Service Bridge,  Executive  shall  be
     eligible  for  retiree benefits, if any, under Company's  plans
     as in effect on such date or from time to time thereafter.

16.28Supplemental  Retirement  Benefit shall  mean,  at  Executive's
     election  at  the  earlier of Closing or Date  of  Termination,
     either  (a)  a  lump  sum cash payment equal to  $2,939,009.00,
     which  represents payment in lieu of non-qualified supplemental
     retirement  benefits  earned prior to  the  Closing  under  the
     System  Executive  Retirement Plan of Entergy  Corporation  and
     Subsidiaries,   the  Pension  Equalization  Plan   of   Entergy
     Corporation and Subsidiaries, the Supplemental Retirement  Plan
     of   Entergy  Corporation  and  Subsidiaries,  and  the   Post-
     Retirement  Plan  of Entergy Corporation and Subsidiaries,  and
     any  supplemental credited service granted Executive under such
     plans,  or  (b)  the benefit available to Executive  under  the
     System  Executive  Retirement Plan of Entergy  Corporation  and
     Subsidiaries,  under  the  terms and conditions  of  that  plan
     applicable to individuals who became participants on  or  after
     March  25, 1998, including the adjusted System employment  date
     of  December  31,  1981,  provided in  Executive's  Participant
     Application for the plan, without reduction of such  amount  by
     the  benefit Executive is entitled to receive under any benefit
     plan  of  any prior employer, provided, however, that Executive
     shall  not  require permission under the plan or  otherwise  to
     retire and commence receipt of benefit payments.

16.29System shall mean Company and all other System Companies.

16.30System   Company(ies)  shall  mean  Company   and   any   other
     corporation  80% or more of whose stock (based on voting  power
     or  value) is owned directly or indirectly by Company  and  any
     partnership  or  trade  or  business  which  is  80%  of   more
     controlled,  directly  or  indirectly,  by  Company,  and   any
     successor to the business and/or assets of any such entity.

16.31Tax  Counsel  shall have the meaning set forth in  Section  4.2
     hereof.

16.32Total  Payments  shall  mean those  payments  so  described  in
     Section 4.1 hereof.

16.33Merger  Agreement  shall mean the Ring-Ranger Merger  Agreement
     or  any  other  agreement, the consummation of the transactions
     contemplated  by which would constitute a "Change  in  Control"
     under the Company's Executive Continuity Plan, as in effect  on
     the date hereof.


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


ENTERGY CORPORATION                      EXECUTIVE


By:/s/ J. Wayne Leonard                 /s/ Michael G. Thompson
     J. Wayne Leonard                   Michael G. Thompson
     Chief Executive Officer            Senior Vice-President
                                        and General Counsel
                                        Entergy Corporation