Exhibit 10(a)70

                  SUPPLEMENTAL RETIREMENT PLAN
            OF ENTERGY CORPORATION AND SUBSIDIARIES
      (As Amended and Restated Effective January 1, 2000)


     Entergy Corporation previously established the Supplemental
Retirement Plan of Entergy Corporation and Subsidiaries.  Since
that time the Board of Directors of Entergy Corporation has
amended the plan from time to time, including the amendment and
restatement effective July 26, 1996 and the amendment effective
March 25, 1998.  On October 29, 1999, the Board of Directors of
Entergy Corporation approved, authorized, and adopted certain
changes to the plan that are incorporated into this amendment and
restatement, which is effective January 1, 2000.


                            PURPOSES

     The Supplemental Retirement Plan of Entergy Corporation and
Subsidiaries has as its purposes attracting, retaining and
motivating highly competent eligible employees; and encouraging
personal growth and improvement of personal productivity.  The
Plan is designed primarily to aid eligible employees in providing
supplemental post-retirement income for themselves and their
families and after death benefits for their designated
beneficiaries.  The Plan is also designed to make available to
the Employer, subsequent to the Employee's Retirement from
Service or Separation from Service, as applicable, and subject to
the Employee's time constraints, the Employee's knowledge of, and
experience with respect to, the business and operations of the
Employer.


                           ARTICLE I

                          DEFINITIONS

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

1.01 "Administrator" shall mean the Personnel Committee
     established by the Board of Directors, or such other
     individuals or committee (not fewer than three in number) as
     shall from time to time be designated in writing by the
     Chairman of the Board of Directors as the administrator of
     the Plan.  The Administrator shall be the "plan
     administrator" for the Plan within the meaning of ERISA.
     Notwithstanding the foregoing, from and after the date
     immediately preceding the commencement of a Change in
     Control Period, the "Administrator" shall mean (a) the
     individuals (not fewer than three in number) who, on the
     date six months before the commencement of the Change in
     Control Period, constitute the Administrator, plus (b) in
     the event that fewer than three individuals are available
     from the group specified in clause (a) above for any reason,
     such individuals as may be appointed by the individual or
     individuals so available (including for this purpose any
     individual or individuals previously so appointed under this
     clause (b)); provided, however, that the maximum number of
     individuals constituting the Administrator shall not exceed
     six.

1.02 "Average Basic Annual Salary" shall mean the Participant's
     average Basic Annual Salary for the highest consecutive five
     Years of Service during the ten Years immediately preceding
     the earlier of his date of death, Retirement from Service or
     Separation from Service (or in the event the Participant has
     not completed five consecutive Years of Service upon his
     death or Normal Retirement Date, "Average Basic Annual
     Salary" shall mean the Participant's average Basic Annual
     Salary for his actual consecutive Year(s) of Service
     immediately prior to his date of death or Normal Retirement
     Date; provided, however, that if a Participant shall have
     retired on his Deferred Retirement Date, the Participant's
     Average Basic Annual Salary shall not be less than the
     Participant's Average Basic Annual Salary determined as
     though the Employee's Retirement from Service had occurred
     on his Normal Retirement Date.

1.03 "Basic Annual Salary" shall mean the Employee's regular
     annual cash earnings from all System Companies, exclusive of
     any bonus, overtime or other special payments, but including
     the amount, if any, the Participant elects to defer under:
     (a) a cash or deferred arrangement qualified under Code
     Section 401(k); (b) a cafeteria plan under Code Section 125;
     (c) the Executive Deferred Compensation Plan of Entergy
     Corporation and Subsidiaries, or any successor or
     replacement plan; and (d) any other nonqualified deferred
     compensation plan, agreement, or arrangement in which the
     Participant may participate or to which the Participant may
     be a party.

     Notwithstanding anything stated in the Plan to the contrary
     and solely for purposes of calculating benefits under the
     Plan, "Basic Annual Salary" for any year commencing on or
     after January 1, 1995, shall mean the Employee's regular
     annual cash earnings from all System Companies, exclusive of
     overtime or other special payments, but including any and
     all bonuses or other incentive compensation paid pursuant to
     the terms of the Executive Annual Incentive Plan and
     Management Incentive Plan, as such plans are from time to
     time amended, and also including the amount, if any, the
     Participant elects to defer under: (a) a cash or deferred
     arrangement qualified under Code Section 401(k); (b) a
     cafeteria plan under Code Section 125; (c) the Executive
     Deferred Compensation Plan of Entergy Corporation and
     Subsidiaries, or any successor or replacement plan; and (d)
     any other nonqualified deferred compensation plan,
     agreement, or arrangement in which the Participant may
     participate or to which the Participant may be a party.
     Nothing stated herein shall be construed as an amendment to
     any qualified plan maintained by a System Company.

1.04 "Beneficiary" shall mean any individual or entity so
     designated by the Participant, or, if the Participant does
     not designate a Beneficiary or if the Beneficiary
     predeceases the Participant, the Beneficiary shall mean the
     Participant's estate.

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

1.06 "Change in Control" shall mean:

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

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

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

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

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

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

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

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

1.10 "Code" shall mean the Internal Revenue Code of 1986, as
     amended.

1.11 "Deferred Retirement Date" shall mean the date determined in
     accordance with Section 3.03.

1.12 "Early Retirement Date" shall mean the date determined in
     accordance with Section 3.02.

1.13 "Employee" shall mean an employee of a System Company who is
     selected by the Administrator to participate in the Plan as a
     member of a System Company employer's select group of management
     or highly compensated employees.

1.14 "Employer" shall mean the System Company with which the
     Employee is last employed on or before the Employee's Retirement
     from Service.

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

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

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

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

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

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

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

     Participant's right to terminate his employment for Good
     Reason shall not be affected by Participant's incapacity due
     to physical or mental illness.  Participant's continued
     employment shall not constitute consent to, or a waiver of
     rights with respect to, any act or failure to act
     constituting Good Reason.

1.17 "Income Commencement Date" shall mean the first day of the
     first month next following the Participant's date of death,
     Normal Retirement Date, Early Retirement Date, or Deferred
     Retirement Date in accordance with Sections 3.01, 3.02, and 3.03,
     respectively. The "Income Commencement Date" of a Participant who
     Separates from Service shall mean the applicable date set forth
     in Section 4.03 or 4.04.

1.18 "Normal Retirement Date" shall be the Employee's 65th
     birthday.

1.19 "Participant" shall mean an Employee who (a) has executed a
     written Participant Application that has been accepted by the
     Administrator, and (b) remains eligible for participation in
     accordance with the applicable provisions of the Plan including,
     without limitation, Section 6.01.

1.20 "Participant Application" shall mean the written application
     between an Employee and the Administrator evidencing Employee's
     participation in this Plan, which Application shall be part of
     the Plan.  Participant Applications executed after January 1,
     2000 shall be in substantially the same form as the attached
     Appendix A, as may be amended from time to time by the
     Administrator.

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

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

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

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

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

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

     (d)  any person or entity becomes the beneficial owner (as that
          term is defined in Rule 13d-3 under the Securities Exchange Act
          of 1934, as amended from time to time), either directly or
          indirectly, of securities of Entergy Corporation representing 20%
          or more of either the then outstanding shares of common stock of
          Entergy Corporation or the combined voting power of Entergy
          Corporation's then outstanding securities

          (not including in the calculation of the securities
          beneficially owned by such person or entity any
          securities acquired directly from Entergy Corporation or
          its affiliates).

1.24 "Prior Plan" shall mean the Supplemental Retirement Plan of
     Entergy Corporation and Subsidiaries, as amended and
     restated effective July 26, 1996, and any prior amendments
     or amendments and restatements to such Prior Plan, and any
     agreements, contracts, or other arrangements with respect to
     such Prior Plan.

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

     (a)  Participant's employment is terminated by Employer other
          than for Cause, as defined in Section 7.01; or

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

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

1.26 "Retirement from Service" shall mean the retirement of the
     Participant from employment with the Employer in accordance
     with Section 3.01, 3.02, or 3.03.

1.27 "Separation from Service" shall mean the separation of the
     Participant from employment with the Employer in accordance
     with Section 3.04.

1.28 "System" shall mean Entergy Corporation and all System
     Companies, and, except in determining whether a Change in Control
     has occurred, shall include any successor thereto as contemplated
     in Section 9.03 of this Plan.

1.29 "System Company" shall mean Entergy Corporation and any
     corporation 80% or more of whose stock (based on voting
     power) or value is owned, directly or indirectly, by Entergy
     Corporation and any partnership or trade or business which
     is 80% or more controlled, directly or indirectly, by
     Entergy Corporation, and, except in determining whether a
     Change in Control has occurred, shall include any successor
     thereto as contemplated in Section 9.03 of this Plan.

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

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

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

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

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

1.31 "Target Award" shall mean the target percentage established
     by the Personnel Committee under the Executive Annual Incentive
     Plan of Entergy Corporation and Subsidiaries with respect to the
     Participant.

1.32 "Year" shall mean any period of twelve consecutive months.

1.33 "Year of Service" shall mean each year of employment within
     the System.


                           ARTICLE II

                         PARTICIPATION

2.01 Each Participant shall continue to be a Participant (a)
     unless he forfeits his benefits in accordance with Section
     6.01; or (b) until the Plan is terminated in accordance with
     Article IX hereof, except to the extent otherwise
     specifically set forth in Article IX.


                          ARTICLE III

          RETIREMENT AND SEPARATION FROM SERVICE DATES

3.01 Normal Retirement Date.  A Participant who shall have
     retired from employment with the Employer on his Normal
     Retirement Date shall have a nonforfeitable right to his
     accrued benefits under the Plan, except as set forth in
     Section 6.01.  If a Participant continues in employment with
     the Employer after his Normal Retirement Date without the
     written consent of the Employer, he shall have a forfeiture
     event under Section 6.01(b).

3.02 Early Retirement Date.  A Participant who attains a minimum
     of age 55 with ten or more Years of Service shall retire
     prior to his Normal Retirement Date upon the date designated
     in a written notice of the Employer to the Participant
     requesting the Participant's early retirement.  Such notice
     shall be delivered to the Participant at least 30 calendar
     days prior to the date of retirement designated therein.
     The date upon which the Participant retires in accordance
     with such notice shall be his Early Retirement Date;
     provided, that if the Participant does not retire on the
     date designated in such notice, he shall have a forfeiture
     event under Section 6.01(b), and the Employer shall have the
     right to terminate the Participant from his employment with
     the Employer as of the date designated in such notice.
     Alternatively, if, upon the written request of the
     Participant after having attained a minimum age of 55 with
     ten or more Years of Service and with the written consent of
     the Employer, the Participant shall retire prior to his
     Normal Retirement Date, the date of such retirement shall be
     his Early Retirement Date. The Participant shall have a
     nonforfeitable right to all of his accrued benefits under
     the Plan upon his retirement on his Early Retirement Date,
     except as set forth in Section 6.01.

3.03 Deferred Retirement Date.  If, with the written consent of
     the Employer, a Participant continues his employment with the
     Employer after his Normal Retirement Date, the Participant shall
     retire upon the date designated in a written notice of the
     Employer to the Participant requesting the Participant's
     retirement.  Such notice shall be delivered to the Participant at
     least 30 calendar days prior to the date of retirement designated
     therein.  The date upon which the Participant retires in
     accordance with such notice shall be his Deferred Retirement
     Date; provided, that if the Participant does not retire on the
     date designated in such notice, he shall have a forfeiture event
     under Section 6.01(b), and the Employer shall have the right to
     terminate the Participant from his employment with the Employer
     as of the date designated in such notice.  If, pursuant to such
     written consent, a Participant continues his employment with the
     Employer after his Normal Retirement Date and if such Participant
     shall die while so employed, the date of his death shall be
     deemed his Deferred Retirement Date and the Participant's
     Retirement from Service shall be deemed to have occurred as of
     this Deferred Retirement Date.  Alternatively, if, upon the
     written request of the Participant and with the written consent
     of the Employer, the Participant shall retire after his Normal
     Retirement Date, the date of such retirement shall be his
     Deferred Retirement Date.  The Participant shall have a
     nonforfeitable right to his accrued benefits under the Plan upon
     his retirement on his Deferred Retirement Date, except as set
     forth in Section 6.01.

3.04 Separation from Service Date. The Participant shall separate
     his employment with the Employer prior to his Early
     Retirement Date upon the date designated in a written notice
     of the Employer to the Participant requesting the
     Participant's Separation from Service.  Such notice shall be
     delivered to the Participant at least 15 calendar days prior
     to the date of separation designated therein.  The date upon
     which the Participant separates his employment in accordance
     with such notice shall be his Separation from Service Date;
     provided, that if the Participant does not separate his
     employment with his Employer on the date designated in such
     notice, he shall have a forfeiture event under Section
     6.01(b), and the Employer shall have the right to terminate
     the Participant from his employment with the Employer as of
     the date designated in such notice. Alternatively, if, upon
     the written request of the Participant and with the written
     consent of the Employer, the Participant shall separate his
     employment with the Employer prior to his Early Retirement
     Date, the date of such separation shall be his Separation
     from Service Date.  The Participant shall have a
     nonforfeitable right to all of his accrued benefits under
     the Plan as of his Separation from Service Date, except as
     set forth in Section 6.01.


                           ARTICLE IV

                            BENEFITS

4.01 Subject to Sections 4.05, 4.06 and 4.07 below, upon the
     death of the Participant prior to his Normal Retirement Date
     and provided such Participant has not retired on an Early
     Retirement Date, his Beneficiary will be provided a monthly
     benefit equal to one-half of the benefit the Participant
     would have received under the Plan had he lived and
     continued to work until his Normal Retirement Date, but
     based on the Participant's Average Basic Annual Salary as of
     his date of death; provided, however, if a Participant shall
     die prior to the completion of one Year of Service, then
     such Participant's Beneficiary will be provided a monthly
     benefit equal to one-half of the benefit the Participant
     would have received had he lived and continued to work until
     his Normal Retirement Date and had the Participant's Average
     Basic Annual Salary been determined as if he had completed
     one Year of Service and received his Basic Annual Salary for
     such Year of Service.  Such monthly payments will commence
     on the Income Commencement Date and will be made to the
     Beneficiary for a period of 120 months.

4.02 Subject to Sections 4.05, 4.06 and 4.07 below, upon a
     Participant's Retirement from Service, after attaining a
     minimum of age 55 with ten or more Years of Service, he will
     be paid, beginning as of his Income Commencement Date and
     subject to Section 6.01, a monthly benefit equal to .0833
     times the sum of:

     (a)  1.25% of the Participant's Average Basic Annual Salary for
          each of the first ten Years of Service; and

     (b)  1.00% of the Participant's Average Basic Annual Salary for
          each Year of Service after ten and not more than twenty Years of
          Service; and

     (c)  .75% of the Participant's Average Basic Annual Salary for
          each Year of Service in excess of twenty Years of Service.

     Provided, however, in no event will the monthly benefit
     payable under this Section 4.02 exceed .025 times the
     Participant's Average Basic Annual Salary nor will such
     monthly benefits be payable for more than 120 months; and
     provided, further, that in the case of a Participant whose
     Retirement from Service shall occur or be deemed to have
     occurred as of his Deferred Retirement Date, for the
     purposes of the calculation of "Years of Service" under this
     Section 4.02, no Years of Service after his Normal
     Retirement Date shall be considered.

4.03 Subject to Sections 4.05, 4.06 and 4.07, upon a
     Participant's Separation from Service, after attaining ten
     or more Years of Service, he, or the Participant's
     Beneficiary in the event of his death, will be paid,
     beginning on the first day of the first month coincident
     with or next following his Normal Retirement Date and
     subject to Section 6.01, a monthly benefit equal to .0833
     times the sum of:

     (a)  1.25% of the Participant's Average Basic Annual Salary for
          each of the first ten Years of Service; and

     (b)  1.00% of the Participant's Average Basic Annual Salary for
          each Year of Service after ten and not more than twenty Years of
          Service; and

     (c)  .75% of the Participant's Average Basic Annual Salary for
          each Year of Service in excess of twenty Years of Service.

     Alternatively, the Participant or the Participant's
     Beneficiary in the event of his death, may elect to receive
     a benefit as early as age 55; however, the benefit that
     would have been payable as of his Normal Retirement Date,
     computed in accordance with this Section 4.03, shall be
     reduced by 1/4 of 1% for each month by which his Income
     Commencement Date precedes his Normal Retirement Date.

     Provided, however, in no event will the monthly benefit
     payable as of the Participant's Normal Retirement Date under
     this Section 4.03 exceed .025 times the Participant's
     Average Basic Annual Salary nor will such monthly benefits
     be payable for more than 120 months.

4.04 Subject to Sections 4.05, 4.06 and 4.07 below, upon the
     Participant's Separation from Service, with less than ten
     Years of Service, he or the Participant's Beneficiary, in
     the event of his death, will be paid, beginning on the first
     day of the first month coincident with or next following his
     Normal Retirement Date and subject to Section 6.01, a
     monthly benefit equal to .0833 times 1.25% of the
     Participant's Average Basic Annual Salary for each of his
     Years of Service.

     Provided, however, in no event will the monthly benefit
     payable under this Section 4.04 exceed .025 times the
     Participant's Average Basic Annual Salary nor will such
     monthly benefits be payable for more than 120 months.

4.05 Effect of Officer Status Demotion.  Except as provided
     below, if a Participant loses his status as an officer of a
     System Company employer (otherwise than for the purpose of
     assuming an officer position with another System Company)
     ("Officer Status Demotion"), the period of employment subsequent
     to the date of such Officer Status Demotion shall not be included
     in determining such Participant's Years of Service for any
     purpose under the Plan including, without limitation, the
     calculation of benefits under Sections 4.02, 4.03, and 4.04
     above.  In the event a Participant experiences an Officer Status
     Demotion, his System Company employer may, in its sole
     discretion, instruct the Administrator to permit such Participant
     to continue the accrual of benefits under the Plan based on the
     period of his employment subsequent to the date of his Officer
     Status Demotion, provided such Participant remains an Employee as
     defined in Section 1.13.  If his System Company employer
     determines that the Participant may continue to accrue benefits
     under the Plan for the period of his employment subsequent to his
     Officer Status Demotion, the provisions of this Section 4.05
     shall be without effect unless and until such Participant changes
     his position again at which time his System Company employer, in
     its sole discretion, may again determine if such Participant will
     be permitted to continue the accrual of benefits under the Plan.
     Unless his System Company employer determines that such
     Participant is eligible to continue the accrual of benefits
     subsequent to his Officer Status Demotion within sixty days from
     the date of such Officer Status Demotion, the calculation of such
     Participant's benefits under the Plan shall be subject to the
     limitations described under this Section 4.05.  If a Participant
     whose benefits are limited in accordance with the terms of this
     Section 4.05 is subsequently reinstated as an officer of a System
     Company, the period of employment subsequent to such
     reinstatement shall be included in determining his Years of
     Service under the Plan.  The provisions of this Section 4.05
     shall be effective as of November 1, 1991; provided, however,
     that the date of Officer Status Demotion for Participants who
     experienced an Officer Status Demotion prior to November 1, 1991,
     shall be deemed to be November 1, 1991, for purposes of this
     Section 4.05.

4.06 The amount of monthly benefit payable to a Participant or
     his Beneficiary under Sections 4.01, 4.02, 4.03 or 4.04 hereof
     shall be offset by the lifetime monthly benefit, without regard
     to any actuarial reductions, payable to the Participant or
     Beneficiary by any System Company as the result of granting
     additional years of service credit to such Participant pursuant
     to any other non-qualified supplemental or deferred compensation
     plan, arrangement or agreement, where applicable.

4.07 Upon the death of a retired separated Participant who had
     not received 120 monthly payments under Sections 4.02, 4.03 or
     4.04 hereof prior to his death, the Beneficiary will continue to
     be paid the same monthly benefit until a total of 120 such
     monthly payments have been made on behalf of the Participant.

4.08 In lieu of the monthly benefits payable under Sections 4.02
     and 4.07, a Participant who, at the time of his Retirement from
     Service, is a full officer of a System Company and is eligible
     for a Target Award at a level at or above 40% of base salary as
     from time to time defined in the Executive Annual Incentive Plan
     of Entergy Corporation and Subsidiaries, and who retires on or
     after his Early Retirement Date may elect, subject to the terms
     and conditions set forth in this Section 4.08, an optional single-
     sum payment that is equal to the present value of the
     Participant's benefit determined under Section 4.02 as of the
     date of his Retirement from Service.  Present value shall be
     computed using the same interest and mortality assumptions used
     in the Entergy Corporation Retirement Plan for Non-Bargaining
     Employees for computing the present value of benefits (for
     purposes of the involuntary cash-out rules) as of the time such
     single-sum amount is to be computed.  An eligible Participant's
     election of the single-sum payment shall be subject to the
     following restrictions and limitations:

     (a)  such election must be made on or before the earlier of (1)
          the date that is ninety (90) days prior to his Normal Retirement
          Date, or (2) the date the Participant makes written request to
          the Employer to Retire from Service;

     (b)  any failure by the Participant to make an affirmative
          written election hereunder on or before the deadline established
          in Subsection (a) above shall constitute a waiver of any right to
          elect the single-sum form of benefit, in which case the terms of
          Sections 4.02 and 4.07 shall govern to the extent applicable;

     (c)  Participant may cancel his election for the single-sum form
          of benefit at any time prior to the deadline for making such
          election as described in Subsection (a), after which date any
          such election shall become irrevocable; and

     (d)  an eligible Participant's election shall be subject to the
          written consent of the Employer.

     Under this optional single-sum form of benefit payment, no
     further benefit payments of any kind shall be made under the
     Plan to the Participant, the Participant's Beneficiary, or
     any other person on behalf of the Participant.

4.09 Prior Plan Benefits. The benefits under this Plan supercede
     and replace entirely any benefits provided under the Prior
     Plan.  If a Participant in the Prior Plan fails to execute
     the Participant Application, then such individual shall be
     subject to the terms and conditions of the Prior Plan,
     including any forfeiture provisions thereof, and shall not
     receive any benefits under the terms of this restated Plan.


                           ARTICLE V

                       SOURCE OF PAYMENTS

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

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

5.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article V to the contrary, within thirty (30) days following
     the date of a Change in Control, each System Company shall make a
     single irrevocable lump sum contribution to the Trust for
     Deferred Payments of Entergy Corporation and Subsidiaries
     ("Trust") pursuant to the terms and conditions described in such
     Trust.  Each System Company's contribution shall be in an amount
     actuarially equivalent to the total benefits accrued by such
     System Company's Plan Participants (including a Participant's
     Beneficiary) under the Plan through the date of any such Change
     in Control.  Actuarial equivalence shall be determined using the
     mortality factors set forth in the Entergy Corporation Retirement
     Plan for Non-Bargaining Employees and using the interest rates
     used by the Pension Benefit Guaranty Corporation for purposes of
     determining the present value of a lump sum distribution on plan
     termination (Appendix B to ERISA Regulation Section 2619 or its
     successor). If one or more of a System Company's Participants
     shall continue to be employed by a System Company after such a
     Change in Control, each calendar year the System Company shall,
     as soon as possible, but in no event longer than thirty (30) days
     following the end of such calendar year, make an irrevocable
     contribution to the Trust in an amount that is necessary in order
     to maintain a lump sum amount credited to the System Company's
     Plan account under the Trust that is actuarially equivalent to
     the total unpaid benefits accrued by the System Company's
     Participants as of the end of each applicable calendar year.
     Notwithstanding the foregoing in this Section to the contrary, a
     System Company may make contributions to the Trust prior to a
     Change in Control in such amounts as it shall determine in its
     complete discretion.  The Trust is intended as a "grantor" trust
     under the Internal Revenue Code and the establishment and funding
     of such Trust is not intended to cause Participants to realize
     current income on amounts contributed thereto, and the Trust
     shall be so interpreted.


                           ARTICLE VI

               FORFEITURES AND BENEFIT REPAYMENTS

6.01 Forfeitures.  Except as otherwise provided in Section 7.02
     of this Plan, Participant shall cease to be a Participant
     hereunder, no benefits under the Plan shall be payable hereunder,
     and Participant shall repay all amounts that he may have
     previously received hereunder, on and after any of the following
     events:

     (a)  if the Participant Separates from Service prior to
          completing five Years of Service;

     (b)  if the Participant resigns his employment with the Employer
          (otherwise than for the
          purpose of transferring to another System Company) prior
          to his Separation from Service or Retirement from
          Service, or does not Separate or Retire from Service on
          the applicable date set forth in Sections 3.01, 3.02,
          3.03, and 3.04;

     (c)  if the Participant is involuntarily terminated by the
          Employer for cause, which for
          purposes of this Section 6.01 shall mean:

       (1)  a material violation by Participant of any agreement between
            Participant and any System Company; or

       (2)  a material violation of the employer-employee relationship
            existing between Participant and a System Company employer at the
            time, including, without limitation, breach of confidentiality or
            moral turpitude; or

       (3)  a material failure by Participant to perform the services
            required of him pursuant to any agreement between Participant and
            any System Company, or, if there is no such agreement, a material
            failure by Participant to perform the reasonable customary
            services of an employee holding the type of position he holds at
            the time; or

       (4)  an act of embezzlement, theft, defalcation, larceny,
            material fraud, or other  acts of dishonesty by the Participant;
            or

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

     (d) if the Participant engages in any employment (without the prior
         written consent of his Employer) either individually or with any
         person, corporation, governmental agency or body, or other entity
         in competition with, or similar in nature to, any
         business conducted by any System Company (or its
         successor) at any time within the two-year period
         commencing at Retirement or Separation from Service, or
         other termination of employment, as applicable, 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 the
         two-year period; or

     (e) if during the Participant's employment and for two
         years thereafter, other than as authorized by a System
         Company, or as required by law, or as necessary for the
         Participant to perform his duties for a System Company
         employer, the Participant shall divulge, communicate or
         use to the detriment of the Employer or the System, or
         use for the benefit of any other person or entity, or
         misuse in any way, any confidential or proprietary
         information or trade secrets of the Employer or the
         System, including without limitation non-public financial
         information, know-how, formulas, or other technical data.
         Disclosure of information pursuant to subpoena, judicial
         process, or request of a governmental authority shall not
         be deemed a violation of this provision, provided that
         the Participant gives the System Company immediate notice
         of any such subpoena or request and fully cooperates with
         any action by System Company to object to, quash, or
         limit such request.

         Section 6.01(a) and (b) above shall not apply and shall
         not cause a forfeiture if a Participant shall become vested
         in his Plan benefits pursuant to Section 7.02.

6.02 Advisory Services.  As a condition for benefits under this
     Plan, the Participant must hold himself available to render
     advisory services, with his consent, if so requested by the
     Employer, during the period beginning with his Retirement from
     Service, as applicable, and continuing for a period of ten
     years thereafter.  If the Participant agrees to render such
     advisory services, he will make himself available to the
     Employer with respect to matters related to his area or areas
     of expertise, as considered appropriate by the Employer, and will
     consult thereof with the directors and officers of the Employer
     and with such other person or persons as the chief executive
     officer of the Employer may designate and will perform such
     special assignments within his area of expertise and
     capability as may be mutually agreed upon with the chief
     executive officer of the Employer.  The Participant shall
     control the manner in which he renders services hereunder
     and may, at his discretion, decline to render any such
     services requested by the Employer if the Participant's time
     constraints are such that the rendering of such services
     would result in an undue burden upon the Participant.
     Rendering such advisory services shall in no way constitute
     or be construed as creating an employer/employee
     relationship, partnership, joint venture, or other business
     group or concerted activity between any requesting employer
     and Participant, and a Participant rendering services
     pursuant to this Section 6.02 shall not on account thereof
     be entitled to any of the fringe or supplemental benefits of
     the requesting employer or any other System Company,
     including employee benefit plan participation.


                           ARTICLE VII

                        CHANGE IN CONTROL

7.01 Definitions.  The following additional definitions shall be
     applicable to this Article VII of the Plan:

     (a)  "Cause" shall mean:

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

7.03 Benefit Amount and Income Commencement Date.
     Notwithstanding anything stated herein to the contrary, if during
     a Change in Control Period there should occur a Qualifying Event
     with respect to a Participant and if there does not occur a
     forfeiture event referenced in Section 7.02, the Participant's
     benefit amount and Income Commencement Date shall be determined
     pursuant to the provisions of this Plan as modified by the
     following:

     (a)  if such Participant has attained age 55 upon termination,
          then he shall be deemed to have retired on an Early Retirement
          Date, his benefit amount shall be determined according to Section
          4.02 without regard to that Section's eligibility requirements
          and such Participant, or his Beneficiary in the event of his
          death, may elect his Income Commencement Date without the consent
          of the Employer, which shall be on the first day of any month
          following the Participant's termination; and

     (b)  if such Participant has not attained age 55 upon
          termination, then he shall be deemed to have a Separation from
          Service, his benefit amount shall be determined according to
          Section 4.03 without regard to that Section's eligibility
          requirements and such Participant, or his Beneficiary in the
          event of his death, may elect his Income Commencement Date
          without the consent of the Employer, which shall be on the first
          day of any month coincident with or next following the
          Participant's attainment of age 55.

7.04 No Benefit Reduction.  Notwithstanding anything stated above
     to the contrary, an amendment to, or termination of, the Plan
     following a Change in Control shall not reduce the level of
     benefits accrued under this Plan through the date of any such
     amendment or termination.  In no event shall a Participant's
     benefit under this Plan following a Change in Control be less
     than such Participant's benefit under this Plan immediately prior
     to the Change in Control Period, subject, however, to the
     forfeiture provisions referenced in Section 7.02 as in existence
     on the date immediately preceding the commencement date of the
     Change in Control Period.

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


                          ARTICLE VIII

                      PLAN ADMINISTRATION


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

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

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

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

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

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

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

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

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

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

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

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

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

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

8.04 Claims Administration.  The Administrator may appoint and,
     in its sole discretion,  remove a Claims Administrator and/or
     Claims Appeal Administrator to administer claims for benefits
     under the Plan in accordance with its terms, and, pursuant to
     section 8.02, such delegees shall have all powers, authority, and
     discretion necessary or proper for such purpose.  In the absence
     of such appointment, the Administrator shall be the Claims
     Administrator and Claims Appeal Administrator.

8.05 Filing Benefit Claims. Any claim asserting entitlement to a
     benefit under the Plan must be asserted within 90 days after the
     event giving rise to the claim by sending written notice of the
     claim to the Claims Administrator.  The written notice of the
     claim must be accompanied by any and all documents, materials, or
     other evidence allegedly supporting the claim for benefits.  If
     the claim is granted, the claimant will be so notified in writing
     by the Claims Administrator.

8.06 Claims of Good Reason/Cause During Change in Control Period.
     Solely for purposes of any determination regarding the existence
     of Good Reason or Cause (as defined in Section 7.01(a)) during a
     Change in Control Period, any position taken by the Participant
     shall be presumed to be correct unless Employer establishes to
     the Administrator by clear and convincing evidence that such
     position is not correct.

8.07 Denial or Partial Denial of Benefit Claims.  If the Claims
     Administrator denies a claim for benefits in whole or part, the
     Claims Administrator shall notify the claimant in writing of the
     decision within ninety (90) days after the claim has been
     received by the Claims Administrator.  In the Claim
     Administrator's sole discretion, the Claims Administrator may
     extend the time to decide the claim for an additional ninety (90)
     days, by giving written notice of the need for such an extension
     any time prior to the expiration of the initial ninety-day
     period.  The Claims Administrator, in its sole discretion,
     reserves the right to request specific information from the
     claimant, and reserves the right to have the claimant examined or
     tested by person(s) employed or compensated by the Plan.   If the
     claim is denied or partially denied, the Claims Administrator
     shall provide the claimant with written notice stating:

     (a)  the specific reasons for the denial of the claim (including
          the facts upon which the denial was based) and reference to any
          pertinent plan provisions on which the denial is based;

     (b)  if applicable, a description of any additional material or
          information necessary for claimant to perfect the claim and an
          explanation of why such material or information is necessary; and

     (c)  an explanation of the claims review appeal procedure
          including the name and address of the person or Committee to whom
          any appeal should be directed.

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

8.09 The Appeal Process.  The Claims Administrator will submit
     the appeal to the Claims Appeal Administrator for review of
     the denial or partial denial of the claim.  Within sixty
     (60) days after the receipt of claimant's appeal, claimant
     will be notified of the final decision of the Claims Appeal
     Administrator, unless, in the Claims Appeal Administrator's
     sole discretion, circumstances require an extension of this
     period for up to an additional sixty (60) days.  If such an
     extension is required, the Claims Appeal Administrator shall
     notify claimant of this extension in writing before the
     expiration of the initial sixty-day period.  During the
     appeal, the Claims Appeal Administrator, in its sole
     discretion, reserves the right to request specific
     information from the claimant, and reserves the right to
     have the claimant examined or tested by person(s) employed
     or compensated by the Plan.   The final decision of the
     Claims Appeal Administrator shall set forth in writing the
     facts and plan provisions upon which the decision is based.
     All decisions of the Claims Appeal Administrator are final
     and binding on all employees, Participants, their
     Beneficiaries, or other claimants.

8.10 Judicial Proceedings for Benefits.  No claimant may file
     suit in court to obtain benefits under the Plan without
     first completely exhausting all stages of this claims review
     process.  In any event, no legal action seeking Plan
     benefits may be commenced or maintained against the Plan
     more than ninety (90) days after the Claims Appeal
     Administrator's decision on appeal.


                           ARTICLE IX

                   AMENDMENT AND TERMINATION

9.01 General.  The Board of Directors shall have the right, in
     its absolute discretion, at any time and from time to time,
     to modify or amend, in whole or in part, any or all of the
     provisions of this Plan, or suspend or terminate it
     entirely, subject to the provisions of Section 9.02 hereof.
     The provisions of this Article IX shall survive a
     termination of the Plan unless such termination is agreed to
     by the Participants.

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

     (a)  Employer shall continue, subject to the provisions of
          Section 6.01, to make payments to any retired Participant or
          Beneficiary then entitled to payments as if the Plan had not been
          amended, supplemented, modified or terminated; and

     (b)  as to any Participant who has not yet begun receiving
          monthly benefits under the Plan, the Employer, subject to the
          provisions of Sections 6.01 and 7.02, shall remain obligated to
          provide a benefit upon the earlier of the Participant's Early
          Retirement Date or death that is actuarially equivalent to (and
          payable for the term of) the accrued benefit under Article IV
          earned by the Participant at the time the Plan is amended,
          supplemented, modified or terminated; and

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

     (d)  no provision of this Plan may be modified, waived, or
          discharged during the two-year period commencing on the date of a
          Potential Change in Control, unless such modification, waiver, or
          discharge is agreed to in writing and signed by the affected
          Participant and by the Plan Administrator, or by their legal
          representatives or successors.

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

9.04 Dissolution of the Employer.  In the event that a System
     employer with which Participant was employed while a Participant
     in the Plan is dissolved or liquidated by reason of
     bankruptcy, insolvency or otherwise prior to Employee's
     death or Retirement from Service, without any provision
     being made for the continuance of the Plan by a successor to
     the business of such System employer or unless another
     System Company shall have assumed the obligations of such
     System employer under the Plan, the date on which such
     dissolution or liquidation occurs shall be deemed to be the
     non-retired Participant's Early Retirement Date and the
     Participant's Retirement from Service shall be deemed to
     have occurred on his Early Retirement Date.  At the option
     of the person entitled thereto, the Actuarial Equivalent of
     such benefits shall be paid immediately in one lump sum.
     Upon the date of such liquidation or dissolution, in the
     case of a Beneficiary or retired Participant who is
     receiving benefit payments under the Plan, the actuarial
     equivalent of the benefits then remaining to be paid under
     the Plan to the Participant, joint annuitant, or
     Beneficiary, as applicable, shall be paid immediately in one
     lump sum at the option of the person entitled thereto.


                           ARTICLE X

                         MISCELLANEOUS

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

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

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

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

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

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

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