Exhibit 10(a)90

                     RETENTION AGREEMENT


     THIS  AGREEMENT,  executed on  October  11,  2000,  and
effective  as  of  July  29, 2000, by  and  between  Entergy
Corporation, a Delaware corporation ("Company"), and C. John
Wilder ("Executive").


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


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


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


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


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


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


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


      2.1 Company's Covenants. In order to induce Executive
          to remain within the System,
          Company  agrees,  under the  conditions  described
          herein, to pay Executive the payments and benefits
          described  herein upon the circumstances described
          in  Sections  3, 4, 5 and 6 below. This  Agreement
          shall  not be construed as creating an express  or
          implied  contract  of employment  and,  except  as
          otherwise agreed in writing between Executive  and
          Company, Executive shall not have any right to  be
          retained  in  the  employ of any  System  Company.
          Executive's  Covenants. Executive  agrees  to  the
          following:

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

          (A)  For  a period of two years following the Date
               of Termination, Executive shall not engage in
               any employment or other activity (without the
               prior  written consent of Company) either  in
               his  individual capacity or together with any
               other   person,   corporation,   governmental
               agency or body, or other entity, that is  (i)
               listed  in  the  Standard &  Poor's  Electric
               Index  or  the Dow Jones Utilities Index;  or
               (ii)  in  competition  with,  or  similar  in
               nature  to,  any  business conducted  by  any
               System  Company  at  any  time  during   such
               period,  where  such  competing  employer  is
               located in, or servicing in any way customers
               located  in,  those parishes and counties  in
               which  any  System Company services customers
               during  such  period. In  the  event  of  any
               violation by Executive of this paragraph  (A)
               of  subsection 2.2, Executive shall repay  to
               Company,  within 5 business days of Company's
               written   request   therefor,   any   amounts
               previously   paid   to   him   pursuant    to
               subsections  3.4,  3.5,  3.6  and  3.7,   and
               Executive  shall have no further  entitlement
               to   receive   any  additional  payments   or
               benefits under such subsections.

          (B)  For  a period of two years following the Date
               of  Termination, Executive agrees not to take
               any action or make any statement, written  or
               oral,  to  any current or former employee  of
               any  System Company, or to any other  person,
               which  disparages  any  System  Company,  its
               management, directors or shareholders, or its
               practices, or which disrupts or impairs their
               normal   operations,  including  actions   or
               statements (i) that would harm the reputation
               of  any  System  Company  with  its  clients,
               suppliers, employees or the public;  or  (ii)
               that   would   interfere  with  existing   or
               prospective    contractual   or    employment
               relationships with any System Company or  its
               clients, suppliers or employees. In the event
               of   any  violation  by  Executive  of   this
               paragraph   (B)   of  this  subsection   2.2,
               Executive  shall repay to Company,  within  5
               business  days  of Company's written  request
               therefor, any amounts in respect of the Three-
               Times  Severance  Payment or  the  Four-Times
               Severance  Payment  previously  paid  to  him
               pursuant  to  subsections 3.4, 3.5,  3.6  and
               3.7,  and  Executive shall  have  no  further
               entitlement   to   receive   any   additional
               payments  or  benefits  under  and  of   such
               subsections.

3.Compensation  Upon  Certain Events. This  Section  3  sets
  forth  the  entitlement of Executive  or  his  beneficiary
  (ies)  to  certain payments and benefits  under  specified
  circumstances described in each subsection, and, with  the
  exception  of subsections 3.1 and 3.7, in no  event  shall
  Executive  and  his  beneficiary  (ies)  be  entitled   to
  payments   and   benefits  under  more   than   one   such
  subsection.

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

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

     3.3  Termination  of  Employment by  Executive  Without
          Good  Reason  Before  Shareholder  Approval.    If
          Executive  terminates employment with  the  System
          without  Good  Reason before approval  by  Company
          shareholders  of the transactions contemplated  by
          the  Merger Agreement, Executive shall be entitled
          only to Executive's Accrued Obligations and Normal
          Post-Termination Compensation and Benefits.

     3.4  Termination  of  Employment by  Executive  Without
          Good  Reason On or After Shareholder Approval  But
          Before    Closing.    If   Executive    terminates
          employment with the System without Good Reason  on
          or  after approval by Company shareholders of  the
          transactions contemplated by the Merger  Agreement
          but   before  the  Closing,  Executive  shall   be
          entitled  only to Executive's Accrued Obligations,
          Normal Post-Termination Compensation and Benefits,
          and Three-Times Severance Payment.

     3.5  Termination  of  Employment by  Executive  Without
          Good  Reason,  or  Acceptance of  Special  Project
          Coordinator  Position, On  or  After  Closing  But
          Before Second Anniversary of Closing. If Executive
          terminates employment with the System without Good
          Reason,  and  other than on account  of  death  or
          Disability, on or after the Closing but before the
          second  anniversary of the Closing, then Executive
          shall  be  entitled  to  (a)  either  the  Special
          Project  Coordinator  Position  or  Normal   Post-
          Termination  Compensation  and  Benefits  and  (b)
          receive     Executive's    Accrued    Obligations,
          Supplemental  Retirement  Benefit  (in  accordance
          with  Executive's  election),  EAIP  Bonus  Award,
          Three-Times  Severance Payment,  and  Target  LTIP
          Award  and  Other EOP Awards. Notwithstanding  any
          provision  of  this  Agreement  to  the  contrary,
          should  Executive remain in System employ  through
          the  Closing,  he  shall receive  payment  of  the
          Supplemental  Retirement  Benefit  (if   Executive
          elects to receive such benefit in accordance  with
          subsection 16.28 (a)) on the date of the  Closing,
          which  payment  shall  not  prejudice  Executive's
          right  to receive the other benefits described  in
          this  Section  upon the occurrence of  the  events
          described in each other subsection.

     3.6  Qualifying  Termination. If Executive's employment
          is  terminated  due  to a Qualifying  Termination,
          then Executive shall be entitled to (a) either the
          Special  Project  Coordinator Position  or  Normal
          Post-Termination Compensation and Benefits and (b)
          receive     Executive's    Accrued    Obligations,
          Supplemental  Retirement  Benefit  (in  accordance
          with Executive's election), EAIP Bonus Award, Four
          Times  Severance Payment, Maximum LTIP  Award  and
          Other EOP Awards. Notwithstanding any provision of
          this  Agreement to the contrary, should  Executive
          remain  in  System employ through the Closing,  he
          shall   receive   payment  of   the   Supplemental
          Retirement Benefit (if Executive elects to receive
          such   benefit   in  accordance  with   subsection
          16.28(a))  on  the  date  of  the  Closing,  which
          payment  shall not prejudice Executive's right  to
          receive  the  other  benefits  described  in  this
          subsection   upon  occurrence  of   a   Qualifying
          Termination.

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

4.   Gross-Up Payment.

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

     4.2  For  purposes of determining whether  any  of  the
          Total  Payments will be subject to the Excise  Tax
          and  the amount of such Excise Tax, (i) all of the
          Total  Payments  shall  be treated  as  "parachute
          payments"  (within the meaning of section  280G(b)
          (2)  of  the Code) unless, in the opinion  of  tax
          counsel  ("Tax Counsel") reasonably acceptable  to
          Executive  and  selected by  the  accounting  firm
          which  was,  immediately  prior  to  the  Closing,
          Company's  independent  auditor  (the  "Auditor"),
          such payments or benefits (in whole or in part) do
          not  constitute parachute payments,  including  by
          reason  of  section 280G(b) (4) (A) of  the  Code,
          (ii)  all  "excess parachute payments" within  the
          meaning  of section 280G(b) (1) of the Code  shall
          be treated as subject to the Excise Tax unless, in
          the  opinion of Tax Counsel, such excess parachute
          payments   (in   whole  or  in   part)   represent
          reasonable  compensation  for  services   actually
          rendered  (within the meaning of  section  280G(b)
          (4)  (B) of the Code) in excess of the Base Amount
          allocable to such reasonable compensation, or  are
          otherwise not subject to the Excise Tax, and (iii)
          the value of any non-cash benefits or any deferred
          payment  or  benefit shall be  determined  by  the
          Auditor  in  accordance  with  the  principles  of
          sections  280G(d)  (3) and (4) of  the  Code.  For
          purposes of determining the amount of the Gross-Up
          Payment, Executive shall be deemed to pay  federal
          income tax at the highest marginal rate of federal
          income taxation in the calendar year in which  the
          Gross-Up Payment is to be made and state and local
          income  taxes  at  the highest  marginal  rate  of
          taxation  in the state and locality of Executive's
          residence on the Date of Termination (or if  there
          is  no Date of Termination, then the date on which
          the Gross-Up Payment is calculated for purposes of
          this  Section 4), net of the maximum reduction  in
          federal income taxes which could be obtained  from
          deduction of such state and local taxes.

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

5.Rabbi  Trust; Timing of Payments. No later than  180  days
  from  the  execution  of  this  Agreement,  Company  shall
  deposit  in  the  Trust for Deferred Payments  of  Entergy
  Corporation  and  Subsidiaries  ("Trust")  an  amount   as
  determined by the Auditor (as defined in Section  4.2)  to
  be  necessary to pay all amounts that would be  due  under
  this  Agreement  if  Executive  experienced  a  Qualifying
  Termination  event  on December 31,  2000.  Company  shall
  deposit  such  additional amounts  as  determined  by  the
  Auditor  from time to time to be necessary to pay  amounts
  due   under  the  Agreement.  The  payments  provided   in
  Sections  3 and 4 hereof shall be made not later than  the
  fifth  business  day  following the Date  of  Termination;
  provided,  however, that if the amounts of  such  payments
  cannot  be  finally  determined on  or  before  such  day,
  Company  shall pay to Executive on such day  an  estimate,
  as  determined in good faith by Executive or, in the  case
  of  payments  under Section 4 hereof, in  accordance  with
  Section  4 hereof, of the minimum amount of such  payments
  to  which Executive is clearly entitled and shall pay  the
  remainder of such payments (together with interest on  the
  unpaid  remainder (or on all such payments to  the  extent
  Company  fails to make such payments when due) at 120%  of
  the  rate  provided in section 1274 (b)  (2)  (B)  of  the
  Code)  as  soon  as the amount thereof can be  determined,
  but  in  no  event later than the thirtieth day after  the
  Date  of Termination. In the event that the amount of  the
  estimated   payments   exceeds  the  amount   subsequently
  determined  to have been due, such excess shall constitute
  a  loan  by  Company to Executive, payable  on  the  fifth
  business  day  after  demand  by  Company  (together  with
  interest  at 120% of the rate provided in section  1274(b)
  (2)  (B) of the Code). At the time that payments are  made
  under  this  Agreement,  Company shall  provide  Executive
  with  a  written  statement setting forth  the  manner  in
  which  such  payments were calculated and  the  basis  for
  such  calculations  including,  without  limitation,   any
  opinions  or  other advice Company has received  from  Tax
  Counsel,  the  Auditor  or other advisors  or  consultants
  (and  any  such  opinions or advice which are  in  writing
  shall be attached to the statement).  Notwithstanding  any
  provision  of this Section 5 to the contrary, if Executive
  elects  to receive the Supplemental Retirement Benefit  in
  accordance  with subsection 16.28(a), such  benefit  shall
  be   payable   at  the  Closing  under  the  circumstances
  described  in subsections 3.5 and 3.6, unless  paid  prior
  to  the  Closing  in accordance with Section  3  and  this
  Section 5.

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

7.Superceded  Agreements and Benefits.  This  Agreement
  supercedes  any other agreements or representations,  oral
  or  otherwise,  express or implied, with  respect  to  the
  subject  matter hereof which have been made  by  Executive
  or  any System Company, including, but not limited to, the
  June  4, 1998 letter agreement, as amended March 20, 2000,
  the  Term  Sheet executed by J. Wayne Leonard on September
  29,  2000,  and any other term sheets or offers  preceding
  execution  of  this Agreement. Notwithstanding  any  other
  provision  to  the  contrary, Executive acknowledges  that
  benefits  provided under this Agreement  are  in  lieu  of
  participation  in,  and any payment that  might  otherwise
  have  been  payable under, the System Executive Continuity
  Plan  of  Entergy  Corporation and  Subsidiaries  and  any
  other  System  severance or retention plan, and  Executive
  hereby waives any right to participate in such plans.

8.   Termination Procedures and Compensation During Dispute.

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

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

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

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

9.No  Mitigation. Company agrees that Executive  is  not
  required to seek other employment or to attempt in any way
  to  reduce  any  amounts payable to Executive  by  Company
  pursuant  to  Sections 3, 4, or 6 hereof  or  Section  8.4
  hereof.  Further,  the amount of any  payment  or  benefit
  provided for in this Agreement shall not be reduced by any
  compensation earned by Executive as the result of employment
  by  another  employer, by retirement benefits,  by  offset
  against  any  amount claimed to be owed  by  Executive  to
  Company, or otherwise (other than (i) as otherwise provided
  in subsection 2.2 (A) and (B) and (ii) offsets in accordance
  with the provisions of the System Executive Retirement Plan
  of Entergy Corporation and Subsidiaries, should Executive be
  entitled to and elect to receive the Supplemental Retirement
  Benefit in accordance with subsection 16.28 (b)) .

10.  Successors; Binding Agreement.

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

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

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

     If to Company:                            If to Executive:
     Michael G. Thompson                       C. John Wilder
     General Counsel, Entergy Corporation      221 Evangeline
     639 Loyola Avenue                         Mandeville,  LA 70471
     New Orleans, LA 70113-3125

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

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

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

15. Settlement of Disputes; Arbitration.

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

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

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

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

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

     16.3 Auditor  shall  have the  meaning  set  forth  in
          Section 4.2 hereof.  Base  Amount shall have the
          meaning set  forth  in section 280G(b) (3) of the
          Code.

     16.4 Base amount shall have the meaning set  forth  in
          section 280(b)(3) of the code.

     16.5 Board shall mean the Board of Directors of Company.

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

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

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

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

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

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

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

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

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

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

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

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

     16.18      Four-Times Severance Payment shall mean  the
          payment of a lump sum retention payment, in  cash,
          equal  to  four  times the sum of (i)  Executive's
          Annual  Base  Salary and (ii) Executive's  highest
          maximum  annual bonus opportunity under  the  EAIP
          for  any fiscal year ending after the date hereof,
          which  Four-Times Severance Payment  shall  in  no
          event  be  less than $4,175,380.00. The Four-Times
          Severance Payment shall be in lieu of any  further
          salary   payments   to   Executive   for   periods
          subsequent to the Date of Termination (if any) and
          in  lieu  of any retention, severance, termination
          or  similar benefit otherwise payable to Executive
          under  any plan, program, arrangement or agreement
          of or with any System Company.

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

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

          (B)  following the Closing, the failure of Company to
               provide Executive with the position of Chief Financial
               Officer of the Merged Entity, (1) with authority, duties,
               and responsibilities typically associated with such position
               and, in no event, less than those in effect for the Chief
               Financial Officer of FPL Group (or of any other party (or
               parent thereof) to the Merger Agreement) prior to the
               Closing, and (2) the employment location of which shall be
               not more than 20 miles from Executive's principal place of
               employment on the date hereof or the principal place of
               employment of the CFO of FPL Group (or of any other party
               (or parent thereof) to the Merger Agreement) on the date
               hereof ("CFO Location"), except for required travel on
               Company's business to an extent substantially consistent
               with Executive's present business travel, provided that any
               relocation to or within 20 miles of the CFO Location shall
               not be required of Executive until after June 30, 2004, and
               (3) with relocation and interim living allowances no less
               than those available to Company's executives (or to FPL
               Group's executives, (or the executives of any other party
               (or parent thereof) to the Merger Agreement), if higher) as
               in effect on the date hereof, in the event relocation is
               required consistent with this subsection;

          (C)  the relocation of Executive's principal place of
               employment to a location more than 20 miles from Executive's
               principal place of employment on the date hereof or
               Company's requiring Executive to be based anywhere other
               than such principal place of employment (or permitted
               relocation thereof) except for required travel on Company's
               business to an extent substantially consistent with
               Executive's present business travel obligations, provided,
               however, that this paragraph (C) shall not apply in the
               event Executive is provided the position of Chief Financial
               Officer of the Merged Entity in accordance with (B) (1)-(3)
               above;

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

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

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

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

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

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

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

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

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

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

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

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

    16.26 Qualifying   Termination   shall   mean   a
          termination  of  Executive's  employment  (i)   by
          Executive for Good Reason at any time prior to the
          termination  of  the  Merger  Agreement;  (ii)  by
          Company other than for Cause at any time prior  to
          the termination of the Merger Agreement; and (iii)
          for any reason following the second anniversary of
          the Closing.

    16.27 Special  Project Coordinator Position  shall
          mean  active employment of Executive as a  Special
          Project Coordinator with a System employer  at  an
          annual   base  salary  of  $200,000.00  and   with
          eligibility to participate in all System plans and
          programs,  in  accordance  with  their  terms  and
          conditions,   available  to  other  non-management
          System  employees,  although Executive  shall  not
          accrue  additional vacation time in such position.
          While in the Special Project Coordinator Position,
          Executive  will  not be required to  perform  more
          than  10  hours of service for the System  in  any
          calendar month.

          (A)  Executive's employment in the Special Project
          Coordinator  Position  shall  terminate  upon  the
          earlier  of (1) Executive's attainment of  age  55
          (such  termination  immediately effective  without
          need  of  Notice of Termination) or (2)  Executive
          becomes  a  management  employee  of  any  company
          listed  in  the Fortune Global 500 Index;  or  (3)
          Executive  becomes a management  employee  of  any
          company that has a conflict of interest policy  or
          practice  that  would prohibit Executive's  System
          employment.

          (B)  Upon   termination  of  Executive's   Special
               Project Coordinator Position, Executive shall
               be   entitled   to   Normal   Post-Retirement
               Compensation   and  Benefits.   Further,   if
               Executive  serves  in  the  Special   Project
               Coordinator Position until his attainment  of
               age  55,  Executive  shall  be  eligible  for
               retiree  benefits,  if any,  under  Company's
               plans as in effect on such date or from  time
               to time thereafter.

    16.28 Supplemental Retirement Benefit shall  mean,
          at  Executive's election at the earlier of Closing
          or Date of Termination, either (a) a lump sum cash
          payment  equal  to  $1,934,610,  which  represents
          payment  in  lieu  of  non-qualified  supplemental
          retirement  benefits earned prior to  the  Closing
          under  the  System  Executive Retirement  Plan  of
          Entergy  Corporation and Subsidiaries, the Pension
          Equalization  Plan  of  Entergy  Corporation   and
          Subsidiaries, the Supplemental Retirement Plan  of
          Entergy Corporation and Subsidiaries, and the Post-
          Retirement   Plan   of  Entergy  Corporation   and
          Subsidiaries,   and   any  supplemental   credited
          service granted Executive under such plans, or (b)
          the  benefit  available  to  Executive  under  the
          System   Executive  Retirement  Plan  of   Entergy
          Corporation and Subsidiaries, under the terms  and
          conditions  of that plan applicable to individuals
          who  became  participants on or  after  March  25,
          1998,  provided,  however, that (i)  in  computing
          such  benefit Executive shall be entitled to  have
          his years of Benefit Service (as defined under the
          Entergy  Corporation  Retirement  Plan  for   Non-
          Bargaining Employees) commence on July 6, 1983 and
          continue for the duration of his employment in the
          Special    Project   Coordinator   Position,    if
          applicable, with such benefit amount (in the  form
          of  a  single life annuity) reduced by the benefit
          Executive is entitled to receive under the defined
          benefit pension plan of Royal Dutch Shell, or  its
          successors   or   assigns,   (as   indicated    in
          Executive's   Participant  Application   for   the
          Pension  Equalization Plan of Entergy  Corporation
          and Subsidiaries) and further offset by such other
          qualified   and   non-qualified  defined   benefit
          retirement,  income or pension plans sponsored  by
          Company;   and   (ii)   Executive   shall   become
          immediately vested in such benefit at age  55  and
          shall  not  require permission under the  plan  or
          otherwise to retire at age 55 and commence receipt
          of  benefit  payments.  Any  future  non-qualified
          supplemental  retirement benefits available  under
          any  System  non-qualified supplemental retirement
          benefit  plans  in which Executive  may  become  a
          participant after the Closing shall be  offset  by
          this Supplemental Retirement Benefit.

    16.29 System  shall  mean Company  and  all  other
          System Companies.

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

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

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

    16.33 Three-Times Severance Payment shall mean the
          payment of a lump sum retention payment, in  cash,
          equal  to  three times the sum of (i)  Executive's
          Annual  Base  Salary  and (ii) Executive's  target
          annual  bonus opportunity under the EAIP  for  any
          fiscal  year  ending after the date hereof,  which
          Three-Times Severance Payment shall in no event be
          less   than   $2,   277,480.00.  The   Three-Times
          Severance Payment shall be in lieu of any  further
          salary   payments   to   Executive   for   periods
          subsequent to the Date of Termination (if any) and
          in  lieu  of any retention, severance, termination
          or  similar benefit otherwise payable to Executive
          under  any plan, program, arrangement or agreement
          of or with any System Company.

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

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


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

     ENTERGY CORPORATION                EXECUTIVE



By:/s/ J. Wayne Leonard                 /s/ C. John Wilder
   J. Wayne Leonard                       C. John Wilder
   Chief Executive Officer                Chief Financial Officer,
                                          Entergy Corporation