Exhibit 10(a)82

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


     Middle South Utilities, Inc. previously established the
Pension Equalization Plan of Middle South Utilities, Inc. to be
effective for active employees who were participants in a
Qualified Plan on or after January 1, 1981.  Since that time, the
Board of Directors of Entergy Corporation (formerly Middle South
Utilities, Inc.) has amended the plan from time to time,
including the amendment and restatement effective July 26, 1996,
the amendment effective January 1, 1997, 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 as of January
1, 2000.


                            ARTICLE I

                           DEFINITIONS

The following terms shall have the meaning 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 "Beneficiary" shall mean Participant's Beneficiary under the
     Qualified Plan.

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

1.04 "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 % 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.

1.05 "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.

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

1.07 "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.

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

1.09 "Combined Benefit" shall mean the combined monthly
     retirement income to which a Participant would be entitled under
     the Qualified Plan and Section 3.02 of this Plan, computed as
     though he elected the Life Annuity Option.

1.10 "Eligible Employee" shall mean an Employee eligible for
     participation in this Plan, as set forth in Section 2.01.

1.11 "Employee" shall mean an employee of a System Company
     employer.

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

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

1.14 "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;

     (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 a System Company which would directly or indi
       rectly materially reduce any of such benefits or deprive
       Participant of any material fringe benefit enjoyed by Participant
       immediately prior to the Change in Control, 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; or

     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.

1.15 "Life Annuity Option" shall mean a single life annuity form
     of payment for the life of the Participant, regardless of whether
     such form of payment is available to Participant.

1.16 "Participant" shall mean an Eligible Employee who satisfies
     the requirements for participation in this Plan as set forth in
     Section 2.02.

1.17 "Participant Application" shall mean the written
     application for Supplemental Credited Service under the Plan
     between an eligible Employee and the Administrator, 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.

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

1.19 "Plan" shall mean this Pension Equalization Plan of Entergy
     Corporation and Subsidiaries, as amended from time to time in
     accordance with Plan provisions.

1.20 "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).

1.21 "Prior Plan" shall mean the Pension Equalization Plan of
     Entergy Corporation and Subsidiaries, as amended and
     restated effective July 26, 1996 and as amended effective
     March 25, 1998, and any prior amendments or amendments and
     restatements to such Prior Plan, and any agreements
     (including, but not limited to Supplemental Credited Service
     Agreements), contracts, or other arrangements with respect
     to such Prior Plan.

1.22 "Qualified Plan" shall mean the qualified defined benefit
     pension plan maintained by a System Company, as such Qualified
     Plan may from time to time be amended, and in which Participant
     is a participant.

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

     (a)  The Participant's employment is terminated by Employer other
       than for Cause (as defined in Section 5.01(a)); or

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

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

1.24 "Supplemental Credited Service" shall mean additional
     service the Administrator, in its sole discretion, may grant to a
     Participant in computing his benefit under this Plan after
     consideration of Participant's prior service with utilities,
     utility service companies, or other employment considered to be
     helpful in Participant's work with a System Company as
     specifically set forth in and evidenced by the Participant
     Application.

1.25 "System" shall mean Entergy Corporation and all other System
     Companies, and, except in determining whether a Change in Control
     has occurred, shall include any successor thereto as contemplated
     in Section 7.03.

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

1.27 "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).

1.28 "Target Award" shall mean the target percentage established
     by the Personnel Committee under the Executive Annual Incentive
     Plan of Entergy Corporation and Subsidiaries, or any successor
     plan, with respect to Participant.

                           ARTICLE II

                  ELIGIBILITY AND PARTICIPATION


2.01 Eligible Employees.  An Employee who is a participant in a
     Qualified Plan shall be eligible for benefits under this
     Plan if his benefits under the Qualified Plan are reduced by
     reason of the limitations of Code 415 applicable to the
     Qualified Plan.  However, only an Employee who is a member
     of his System Company employer's select group of management
     or highly compensated employees shall be eligible for
     benefits under this Plan attributable to (a) the grant of
     Supplemental Credited Service; (b) the inclusion of
     additional forms of compensation described in Section 3.02
     (c); or (c) the maximum limitations imposed on compensation
     by Code 401(a)(17).

2.02 Participation.  An Eligible Employee shall become a
     Participant in the Plan if the Eligible Employee is a
     participant in a Qualified Plan.  A Participant shall be
     eligible to receive Supplemental Credited Service under this
     Plan only if he executes a Participant Application and files
     it with the  Administrator within the time frame established
     by the  Administrator (as noted on the Participant
     Application), and provided that such Participant Application
     is approved and accepted in writing by the  Administrator.


                           ARTICLE III

                            BENEFITS

3.01 General.  The benefits under this Plan supercede and replace
     entirely any benefits provided under the Prior Plan.  No
     provision of the Plan shall in any way be construed as any
     amendment to any Qualified Plan, and to the extent the
     qualified status under federal law of any Qualified Plan is
     threatened by any provision of or payment under this Plan,
     the Plan shall be automatically reformed to the extent
     necessary to ensure the continuation of the qualified status
     of the Qualified Plan.

3.02 Plan Benefits (Excluding Supplemental Credited Service
     Benefits).

     (a)  Retirement/Vested Termination Benefit.  Subject to the
       remaining subsections of this Section 3.02, each Participant,
       regardless of whether he has been granted Supplemental Credited
       Service, shall receive an additional monthly retirement income
       under this Plan in an amount equal to the monthly retirement
       income which would have been payable under the Qualified Plan,
       without regard to any provisions contained in the Qualified Plan
       relating to a maximum limitation on pensions imposed under Code
       401 and 415, less the monthly retirement income actually paid
       under the Qualified Plan.

     (b)  Death Benefit.  In the event of a Participant's death prior
       to the commencement of his monthly retirement income under a
       Qualified Plan, the Participant's Beneficiary shall receive an
       additional monthly pre-retirement death benefit under this Plan
       in an amount equal to the monthly pre-retirement death benefit
       that would have been payable under a Qualified Plan, without
       regard to any provisions contained in a Qualified Plan, relating
       to a maximum limitation on pensions imposed under Code 401 and
       415, less the monthly pre-retirement death benefit actually
       payable to the Beneficiary under the Qualified Plan.

     (c)  Earnings.  Solely for purposes of determining benefits under
       the Plan, the earnings or compensation considered for any year
       commencing on or after January 1, 1995, in determining the amount
       of monthly retirement income that would have been payable under
       any applicable underlying Qualified Plan(s) shall be deemed to
       include any and all bonuses or other incentive compensation paid
       pursuant to the terms of the Executive Annual Incentive Plan of
       Entergy Corporation and Subsidiaries and the Management Incentive
       Plan of Entergy Corporation and Subsidiaries, as such plans are
       from time to time amended.  In addition, the earnings or
       compensation considered for any year commencing on or after
       January 1, 1997, in determining the amount of monthly retirement
       income that would have been payable under any applicable
       underlying Qualified Plan(s) shall be deemed to include the
       amount of base salary and annual bonuses/incentives, if any, the
       Participant elects to defer under the Executive Deferred
       Compensation Plan of Entergy Corporation and Subsidiaries, or any
       successor or replacement plan and any other nonqualified deferred
       compensation plan, agreement, or arrangement in which the
       Participant may hereafter participate or be a party thereto.
       Nothing stated herein shall be construed as an amendment to the
       underlying Qualified Plans.

     (d)  Qualified Plan Terms Control.  Except as otherwise provided
       herein, all terms and conditions of the Qualified Plan applicable
       to a Qualified Plan retirement benefit or pre-retirement death
       benefit shall also be applicable to a supplemental retirement
       benefit or pre-retirement death benefit payable under this Plan.
       Any benefit provided to a Participant or Beneficiary in
       accordance with this Section 3.02 shall be payable under the same
       terms as the benefit payable under a Qualified Plan subject,
       however, to the approval of the Administrator.

3.03 Supplemental Credited Service Benefits.

     (a) Benefit Amount.  Subject to the forfeiture provisions of
       Section 5.01, a Participant who is granted Supplemental
       Credited Service under his Participant Application shall,
       in addition to any supplemental retirement benefits
       provided under Section 3.02, be entitled to receive,
       beginning with the first day of the first month following
       Participant's retirement from System employment, either
       at Normal Retirement Age (as defined in the Qualified
       Plan) or earlier or later than that with the prior
       consent of his Employer, an amount equal to the excess of
       (1) over the sum of (2) and (3), where (1), (2), and (3)
       are as follows:

       (1)  the Participant's Combined Benefit, but computed as though
          he were entitled to have his years of benefit service (as defined
          in the Qualified Plan for benefit accrual purposes) increased by
          his Supplemental Credited Service;

       (2)  the Participant's Combined Benefit, computed without regard
          to any Supplemental Credited Service; and

       (3)  if set forth in the Participant Application, the monthly
          payment to which the Participant is entitled under the defined
          benefit pension plan(s) of Participant's predecessor employer(s),
          or their successors or assigns, computed as if the Participant
          had elected the Life Annuity Option.

     (b) Qualified Plan Terms Control.  Except as otherwise
       provided herein, all terms and conditions of the
       Qualified Plan applicable to a Qualified Plan retirement
       benefit or pre-retirement death benefit shall also be
       applicable to any Supplemental Credited Service
       supplemental retirement benefit or pre-retirement death
       benefit payable under this Plan.  Any benefit provided to
       a Participant or Beneficiary in accordance with this
       Section 3.03 shall be payable under the same terms as the
       benefit payable under a Qualified Plan subject, however,
       to the approval of the Administrator and to Section 5.04.

     (c)  Death Benefit.  In the event a Participant with
       Supplemental Credited Service has elected a non-Life
       Annuity Option under the Combined Plans and in the event
       the Participant predeceases his Beneficiary, the amount
       of death benefit payments to the Beneficiary attributable
       to the Participant's Supplemental Credited Service shall
       be determined by an equivalent actuarial adjustment.

     (d) Prior Plan Benefits. The benefits under this Section
       3.03 of the Plan supercede and    replace entirely any
       Supplemental Credited Service 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 with respect to any Supplemental Credited Service
       benefits, including any forfeiture provisions thereof,
       and shall not receive any Supplemental Credited Service
       benefits under the terms of this restated Plan.

     (e)  Forfeiture of Supplemental Credited Service Benefit.
       Subject to the provisions of Section 5.02, a Participant
       otherwise entitled to a Supplemental Credited Service
       benefit under this Plan shall cease to be so entitled,
       and Participant shall repay all Supplemental Credited
       Service benefits that he may have previously received
       hereunder upon the occurrence of one or more of the
       following events:

       (1)  Participant resigns his System employment (other than for
          the purpose of transferring to another System Company) prior to
          his Normal Retirement Date (as defined in the Qualified Plan); or

       (2)  Participant is terminated from System employment for cause.
          For purposes of this Section 3.03(e), "termination for cause"
          shall mean:

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

          (ii) 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

          (iii) 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

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

          (v) 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.

3.04 Lump Sum Option.  Notwithstanding Sections 3.02(d) and
     3.03(b) to the contrary, a Participant who is eligible at
     the time of his retirement from service for a Target Award
     at a level at or above 40%, and who retires on or after his
     Early Retirement Date under the Qualified Plan, may elect,
     in lieu of payment of his retirement benefits (as computed
     under Sections 3.02(a) and 3.03(a)) in the form of monthly
     benefits and subject to the terms and conditions set forth
     in this Section 3.04, an optional single-sum payment that is
     equal to the present value of the Participant's retirement
     benefits determined under  Sections 3.02(a) and 3.03(a) as
     of the date of his retirement.  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 under and as defined by the Qualified Plan, or (2) the date
       the Participant makes written request to his System Company
       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 3.02 and 3.03 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 Administrator.

     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.


                           ARTICLE IV

                       SOURCE OF PAYMENTS

4.01 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.

4.02 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.

4.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article IV 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 V

                        CHANGE IN CONTROL

5.01 Definitions.  The following additional definitions shall be
     applicable to this Article V:

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

       (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 the Participant's part
       shall be deemed "willful" unless done, or omitted to be
       done, by the Participant not in good faith and without
       reasonable belief that the Participant's act, or failure
       to act, was in the best interest of the Employer.

     (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.

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

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

     (b) during  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; 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 5.02(c), 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.

5.03 Benefit Commencement Date.   Notwithstanding any Plan
     provision 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 5.02, Participant's benefits may
     commence, as elected by Participant without the consent of
     the Employer, as of the first day of any month after
     Participant attains age 55.

5.04 No Benefit Reduction.  Notwithstanding any provision of this
     Plan 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.

5.05 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 VI

                       PLAN ADMINISTRATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

6.04 Claims Administration.  The Administrator may appoint and,
     in its sole discretion, remove a Claims Administrator and/or
     Claims Appeal Administrator to administer claims for
     benefits under the Plan in accordance with its terms, and,
     pursuant to Section 6.02, such delegees shall have all
     powers, authority, and discretion necessary or proper for
     such purpose.  In the absence of such appointment, the
     Administrator shall be the Claims Administrator and Claims
     Appeal Administrator.

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

6.06 Claim of Good Reason or Cause for Termination.  For purposes
     of any determination regarding the existence of Good Reason
     or Cause (as defined in Section 5.01(a)) for termination
     during a Change in Control Period, any position taken by the
     Participant shall be presumed correct unless Employer
     establishes to the Plan Administrator by clear and
     convincing evidence that such position is not correct.

6.07 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
     Claims Administrator has received the claim.  In the Claim
     Administrator's sole discretion, the Claims Administrator
     may extend the time to decide the claim for an additional
     ninety (90) days, by giving written notice of the need for
     such an extension any time prior to the expiration of the
     initial 90 day period.  The Claims Administrator, in its
     sole discretion, reserves the right to request specific
     information from the claimant, and reserves the right to
     have the claimant examined or tested by person(s) employed
     or compensated by the Plan.  If the claim is denied or
     partially denied, the Claims Administrator shall provide the
     claimant with written notice stating:

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

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

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

6.08 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.

6.09 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 60-day period.  During the appeal,
     the Claims Appeal Administrator, in its sole discretion,
     reserves the right to request specific information from the
     claimant, and reserves the right to have the claimant
     examined or tested by person(s) employed or compensated by
     the Plan.  The final decision of the Claims Appeal
     Administrator shall set forth in writing the facts and plan
     provisions upon which the decision is based.  All decisions
     of the Claims Appeal Administrator are final and binding on
     all employees, Participants, their Beneficiaries, or other
     claimants.

6.10 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 VII

                    AMENDMENT AND TERMINATION

7.01 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 7.02 hereof.
     The provisions of this Article VII shall survive a
     termination of the Plan unless such termination is agreed to
     by the Participants.

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

     (a)  Employer shall continue 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 Section 3.03(e) and 5.02, shall remain obligated to
       provide a benefit upon the earlier of the Participant's
       retirement or death that is actuarially equivalent to (and
       payable for the term of) the accrued benefit 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
       III, 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.

7.03 Successors.  A System employer shall require any successor
     (whether direct or indirect, by purchase, merger,
     consolidation, or otherwise) of all or substantially all of
     its business and/or assets to expressly assume and agree to
     perform this Plan in the same manner and to the same extent
     that the System employer would be required to perform it if
     no such succession had taken place.  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
     compensation from the System employer in the same amount and
     on the same terms as they 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 7.03 shall succeed to all the
     rights, powers and duties of the System employer and the
     Board of Directors hereunder, subject to the restrictions on
     amendment or termination of the Plan as set forth in this
     Article VII.  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.

7.04 Dissolution of the Employer.  In the event that the Employer
     is dissolved or liquidated by reason of bankruptcy,
     insolvency or otherwise prior to the 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 the Employer or unless another System Company
     shall have assumed the obligations of the 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 equivalents of such benefits shall be
     paid immediately in one lump sum.  Upon the date of such
     liquidation or dissolution in the case of a retired
     Participant or Beneficiary 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
     or Beneficiary shall be paid immediately in one lump sum at
     the option of the person entitled thereto.


                          ARTICLE VIII

                          MISCELLANEOUS

8.01 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.

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

8.03 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.

8.04 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.

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

8.06 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.

8.07 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.


IN WITNESS WHEREOF, Entergy Corporation has caused this Plan to
be executed by its duly authorized officer on this __ day of
________, 2000, but effective as of January 1, 2000.


                         ENTERGY CORPORATION
                         through the undersigned duly authorized
                         representative

                         _____________________________________
                         C. GARY CLARY
                         Senior Vice-President,
                         Human Resources and Administration
                         for Entergy Services, Inc.