EXHIBIT 10(a)79

                SYSTEM EXECUTIVE CONTINUITY PLAN
             OF ENTERGY CORPORATION AND SUBSIDIARIES



                            PURPOSES

     The System Executive Continuity Plan of Entergy Corporation
and Subsidiaries has as its purposes the advancement of the
interests of the Company and its stockholders by encouraging the
continued attention and dedication of key members of Entergy's
management to their assigned duties, without distraction, in the
event of an attempted or actual change in control of Entergy
Corporation.  Plan Benefits shall not become due unless and until
Entergy Corporation experiences a Change in Control.


                            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 "Base Salary" shall mean the Participant's annual rate of
     base salary as in effect immediately prior to commencement of a
     Change in Control Period or, if higher, as in effect at any time
     within one year immediately prior to the commencement of the
     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: (a) a
     cash or deferred arrangement qualified under Code Section 401(k);
     (b) a cafeteria plan under Code Section 125; (c) the Executive
     Deferred Compensation Plan of Entergy Corporation and
     Subsidiaries, or any successor or replacement plan; and (d) any
     other nonqualified deferred compensation plan, agreement, or
     arrangement in which the Participant may hereafter participate or
     be a party.

1.03 "Beneficiary" shall mean the Surviving Spouse of Participant
     or, if Participant does not have a Surviving Spouse, Beneficiary
     shall mean any individual or entity so designated by Participant,
     or, if Participant does not have a Surviving Spouse and does not
     designate a beneficiary hereunder, or if the designated
     beneficiary predeceases Participant, Beneficiary shall mean
     Participant's estate.

1.04 "Benefit Pay Continuation Period" shall mean the applicable
     Benefit Pay Continuation Period described in Section 4.02 with
     respect to the System Management Level of the Participant.

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

1.06 "Cause" shall mean:

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

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

     (c)  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

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

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

     For purposes of clauses (a) and (b) 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.

1.07 "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 twenty-five percent (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 the Effective Date 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.

1.08 "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.

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

1.10 "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.

1.11 "COBRA" shall mean the Consolidated Omnibus Budget
     Reconciliation Act of 1985, as amended.

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

1.13 "Date of Termination," with respect to any purported
     termination of Participant's employment within a Change in
     Control Period shall mean (a) if Participant's employment is
     terminated for Disability, thirty (30) days after Notice of
     Termination is given (provided that Participant shall not have
     returned to the full-time performance of his duties during such
     thirty (30) day period), and (b) if Participant's employment is
     terminated for any other reason, the date specified in the Notice
     of Termination (which, in the case of a termination by Employer,
     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
     Participant, shall not be less than fifteen (15) days nor more
     than sixty (60) days, respectively, from the date such Notice of
     Termination is given).

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

1.15 "Effective Date" shall mean January 1, 2000, the effective
     date of the Plan.

1.16 "Eligible Employee" shall mean those Employees eligible for
     participation in this Plan, as set forth in Section 3.01.

1.17 "Employee" shall mean an employee of a System Company.

1.18 "Employer" shall mean the System Company with which the
     Participant is last employed on or before the Participant's
     termination from System employment.

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

1.20 "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 five percent (5%) or more in Participant's
       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 System Company employer which would directly
       or indirectly materially reduce any of such benefits or deprive
       Participant of any material fringe benefit enjoyed by Participant
       immediately prior to commencement of the Change in Control
       Period, or the failure by System Company employer to provide
       Participant with the number of paid vacation days to which
       Participant is entitled on the basis of years of service with the
       System in accordance with the System Company's normal vacation
       policy in effect at the time of the Change in Control; or

     (f)  any purported termination of Participant's employment which
       is not effected pursuant to a Notice of Termination satisfying
       the requirements of Section 1.21 hereof; for purposes of this
       Plan, no such purported termination shall be effective in
       depriving Participant of the right to terminate employment for
       Good Reason.

     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.

1.21 "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 the
     Eligible Employee'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.

1.22 "Office of the Chief Executive" shall mean the Office of
     Chief Executive, as time to time composed, which shall consist of
     such members appointed by, and to serve at the pleasure of, the
     Chief Executive Officer of Entergy Corporation.

1.23 "Participant" shall mean an Eligible Employee who fulfills
     the requirements for participation in this Plan as set forth in
     Section 3.02.

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

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

1.26 "Plan" shall mean this System Executive Continuity Plan of
     Entergy Corporation and Subsidiaries and any amendments,
     supplements or modifications from time to time made hereto in
     accordance with Sections 8.01 and 8.02.

1.27 "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
       twenty percent (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).

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

     (a)  Participant's employment is terminated by Employer other
       than for Cause; or

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

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

1.29 "Surviving Spouse" shall mean the person to whom the
     Participant was legally married as of the date of such
     Participant's death.

1.30 "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 8.03 of this Plan.

1.31 "System Company" shall mean Entergy Corporation and any
     corporation eighty percent (80%) or more of whose stock (based on
     voting power or value) is owned, directly or indirectly, by
     Entergy Corporation and any partnership or trade or business
     which is eighty percent (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 8.03 of this Plan.

1.32 "System Management Level" shall mean the applicable
     management level set forth in Section 3.01.

1.33 "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

                          CONSTRUCTION

2.01 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.

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

2.03 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.

2.04 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.

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


                           ARTICLE III

                          PARTICIPATION

3.01 Eligible Employees.  Only active, full-time Employees who
     (a) on the day immediately preceding the commencement of a
     Change in Control Period are eligible for a Target Award at
     a level at or above 40%; and (b) are at one of the following
     System Management Levels (which constitute a select group of
     management or highly compensated employees) shall be
     eligible for benefits under this Plan:

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

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

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

     (4)  System Management Level 4 (Vice Presidents within the
       System), but only with the advance written approval of the Office
       of Chief Executive.

3.02 Participation.  An Eligible Employee shall become a
     Participant in the Plan if Eligible Employee has filed with the
     Administrator, pursuant to this Section 3.02 and within the time
     frame established by the Administrator (and as noted on the
     Participant Application), a Participant Application and all other
     agreements presented to him by the  Administrator regarding his
     employment and non-qualified deferred compensation, provided that
     such Participant Application is approved and accepted in writing
     by the  Administrator.  The Participant Application shall specify
     the effective date of Eligible Employee's participation in the
     Plan.  Eligible Employee shall cease to be a Participant under
     this Plan only in accordance with the terms of Sections 3.05 and
     6.01.

3.03 Notice of Participation.  Participation shall be evidenced
     by a written notice, signed by the Administrator and delivered to
     the Participant.

3.04 Participant Eligibility for Benefits.  Participants in the
     Plan shall be eligible for Plan benefits under the terms and
     conditions of the Plan.

3.05 Termination of Participation.

     (a)  Prior to Commencement of Change in Control Period.  An
       individual shall cease to be a Participant in this Plan and
       thereafter shall not be eligible for any benefits otherwise
       payable under this Plan if, prior to commencement of the Change
       in Control Period, for whatever reason (including, but not
       limited to, death, other loss of active employment status, loss
       of eligible System Management Level, loss of eligibility for
       Target Award level at or above 40%), such individual no longer
       satisfies the eligibility requirements set forth in Section 3.01.
       If such individual thereafter  becomes an Eligible Employee, to
       again become a Participant in the Plan he shall be required to
       submit to the Administrator a new Participant Application and his
       participation in the Plan shall be conditioned on the
       Administrator's approval and acceptance of such Participation
       Application, as set forth in Section 3.02. An individual also
       shall cease to be a Participant in the Plan prior to commencement
       of a Change in Control Period for those reasons set forth in
       Section 6.01(c) and (d).

       For purposes of this Plan, an individual who becomes
       Disabled under the terms of the Entergy Corporation
       Companies' Benefits Plus Long Term Disability ("LTD")
       Plan and prior to commencement of a Change in Control
       Period shall be deemed to no longer satisfy the
       eligibility requirements of Section 3.01 upon the
       commencement of LTD Plan benefit payments to the
       individual or on his behalf.

     (b)  On or After Commencement of Change in Control Period.  An
       individual shall cease to be a Participant in the Plan on and
       after the commencement of a Change in Control Period only for
       those reasons set forth in Section 6.01 and shall be subject to
       the benefit cessation, forfeiture and repayment provisions set
       forth therein.


                           ARTICLE IV

                            BENEFITS

4.01 Compensation and Benefit Continuation.

     (a)  If there should occur a Change in Control and if, within the
       Change in Control Period, a Participant has a Qualifying Event,
       Employer shall pay Participant's full salary to him through the
       Date of Termination at the rate in effect immediately prior to
       the Date of Termination or, if higher, the rate in effect
       immediately prior to the first occurrence of an event or
       circumstance constituting Good Reason, together with all
       compensation and benefits payable to Participant through the Date
       of Termination under the terms and conditions of the Employer's
       compensation and benefit plans, programs or arrangements as in
       effect immediately prior to the Date of Termination or, if more
       favorable to Participant, as in effect immediately prior to the
       first occurrence of an event or circumstance constituting Good
       Reason.

     (b)  If there should occur a Change in Control and if, within the
       Change in Control Period, a Participant has a Qualifying Event,
       Employer shall pay to Participant the Participant's normal
       post-termination compensation and benefits as such payments
       become due.  Such post-termination compensation and benefits
       shall be determined under, and paid in accordance with, the
       Employer's retirement, insurance and other compensation or
       benefit plans, programs and arrangements.

     (c)  If there should occur a Change in Control and if, within the
       Change in Control Period, a Participant has a Qualifying Event,
       then such Participant shall be entitled to receive, subject to
       the forfeiture provisions of Section 6.01, the Plan benefits set
       forth in Sections 4.02 and 4.03 with respect to Participants at
       his System Management Level.  A Participant's benefits shall be
       determined by reference to his System Management Level on the
       date immediately preceding the commencement of the Change in
       Control Period.

4.02 Periodic Cash Payments.  A Participant satisfying all of the
     terms and conditions of this Plan shall be entitled to receive,
     in lieu of any further salary payments to the Participant for
     periods subsequent to the Date of Termination, but subject to the
     forfeiture provisions of Section 6.01, periodic cash payments
     calculated and payable in accordance with the following:

     (a)  If Participant is at System Management Level 1 or 2, the
       total cash benefit amount payable under this Section 4.02 to the
       Participant shall be equal to three (3) times the sum of:  (1)
       Participant's Base Salary or, if higher, Participant's annual
       rate of salary as in effect immediately prior to the first
       occurrence of an event or circumstance constituting Good Reason
       and (2) Participant's Target Award for the year in which the
       Change in Control Period commences or, if higher, the year in
       which the Date of Termination occurs.  The total cash benefit
       amount computed above shall be divided into substantially equal
       installments and paid to Participant over a thirty-six (36)
       consecutive month period, commencing on the Date of Termination,
       which thirty-six (36) consecutive month period shall be the
       Benefit Pay Continuation Period for System Management Level 1 and
       2 Participants.  Payments of such substantially equal
       installments over Participant's Benefit Pay Continuation Period
       shall be payable in advance at the same frequency as base salary
       payments to Participant immediately prior to the Qualifying
       Event.

     (b)  If Participant is at System Management Level 3, the total
       cash benefit amount payable under this Section 4.02 to
       Participant shall be equal to two (2) times the sum of:  (1)
       Participant's Base Salary or, if higher, Participant's annual
       rate of salary as in effect immediately prior to the first
       occurrence of an event or circumstance constituting Good Reason
       and (2) Participant's Target Award for the year in which the
       Change in Control Period commences or, if higher, the year in
       which the Date of Termination occurs.  The total cash benefit
       amount computed above shall be divided into substantially equal
       installments and paid to the Participant over a twenty-four (24)
       consecutive month period, commencing on the Date of Termination,
       which twenty-four (24) consecutive month period shall be the
       Benefit Pay Continuation Period for System Management Level 3
       Participants.  Payments of such substantially equal installments
       over Participant's Benefit Pay Continuation Period shall be
       payable in advance at the same frequency as base salary payments
       to Participant immediately prior to the Qualifying Event.

     (c)  If Participant is at System Management Level 4, the total
       cash benefit amount payable under this Section 4.02 to
       Participant shall be equal to the sum of:  (1) Participant's Base
       Salary or, if higher, Participant's annual rate of salary as in
       effect immediately prior to the first occurrence of an event or
       circumstance constituting Good Reason and (2) Participant's
       Target Award for the year in which the Change in Control Period
       commences or, if higher, the year in which the Date of
       Termination occurs.  The total cash benefit amount computed above
       shall be divided into substantially equal installments and paid
       to Participant over a twelve (12) consecutive month period,
       commencing on the Date of Termination, which twelve (12)
       consecutive month period shall be the Benefit Pay Continuation
       Period for System Management Level 4 Participants.  Payments of
       such substantially equal installments over Participant's Benefit
       Pay Continuation Period shall be payable in advance at the same
       frequency as base salary payments to Participant immediately
       prior to the Qualifying Event.

4.03 Additional Benefits.  In addition to the benefits set forth
     in section 4.02, a Participant satisfying all of the terms and
     conditions of this Plan shall be entitled, subject to the
     forfeiture provisions of Section 6.01, to the following benefits
     under the Plan:

     (a)  For the duration of a Participant's Benefit Pay Continuation
       Period, the Employer shall arrange to provide the Participant and
       his dependents medical and dental benefits substantially similar
       to those provided to the Participant and his dependents
       immediately prior to the Qualifying Event or, if more favorable
       to the Participant, those provided to the Participant and his
       dependents immediately prior to the first occurrence of an event
       or circumstance constituting Good Reason, at no greater cost to
       the Participant than the cost to Employer's regular full-time
       active employees immediately prior to such date or occurrence;
       provided, however, that unless the Participant consents to a
       different arrangement, such medical and dental benefits shall be
       provided through a third-party insurer.  Benefits otherwise
       receivable by the Participant pursuant to this Section 4.03(a)
       shall be reduced to the extent benefits of the same type are
       received by or made available to the Participant during his
       Benefit Pay Continuation Period (and any such benefits received
       by or made available to the Participant shall be reported to the
       Employer by the Participant); provided, however, that the
       Employer shall reimburse the Participant for the excess, if any,
       of the cost of such benefits to the Participant over such cost
       immediately prior to the Qualifying Event or, if more favorable
       to the Participant, the first occurrence of an event or
       circumstance constituting Good Reason.  The period of coverage
       provided in accordance with this Section 4.03(a) shall count
       toward the Participant's required period of continuation
       coverage, if any, under COBRA.

       If the Participant would have become entitled to post-
       retirement medical and dental benefits under the
       Employer's medical and dental plans, as in effect
       immediately prior to the Qualifying Event or, if more
       favorable to the Participant, as in effect immediately
       prior to the first occurrence of an event or circumstance
       constituting Good Reason, had the Participant's
       employment terminated at any time during his Benefit Pay
       Continuation Period, the Employer shall provide such post-
       retirement medical and dental benefits to the Participant
       and the Participant's dependents commencing on the later
       of (1) the date on which such coverage would have first
       become available or (2) the date on which benefits
       described in the immediately preceding paragraph
       terminate.

     (b)  Subject to any federal securities law restrictions on sale
       and exercise, the number of Performance Shares or Performance
       Share units, as applicable, Participant shall be entitled to
       receive under the Performance Share Program of the Equity
       Ownership Plan of Entergy Corporation and Subsidiaries
       with respect to any Performance Period (as defined under
       the Performance Share Program) that precedes or includes
       the day on which the Change in Control Period commences
       shall be determined as if Participant satisfied the
       remaining performance requirements at Participant's
       target level under the Performance Share Program with
       respect to such Performance Period(s).

     (c)  If any of the payments or benefits received or to be
       received by a Participant in connection with a Change in
       Control or the Participant's termination of employment (whether
       pursuant to the terms of this Plan or any other plan, arrangement
       or agreement with a System Company) (all such payments and
       benefits, excluding the Gross-Up Payment, being hereinafter
       referred to as the "Total Payments") will be subject to
       any excise tax imposed under Section 4999 of the Code
       ("Excise Tax"), the Employer shall pay to the Participant
       an additional amount  (the "Gross-Up Payment") such that
       the net amount retained by the Participant, 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.

       For purposes of determining whether any of the Total
       Payments will be subject to the Excise Tax and the amount
       of such Excise Tax, (1) 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 the
       Participant and selected by the accounting firm which
       was, immediately prior to the Change in Control Period,
       Entergy Corporation'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; (2) 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"
       (within the meaning of Section 280G(b)(3) of the Code)
       allocable to such reasonable compensation, or are
       otherwise not subject to the Excise Tax; and (3) the
       value of any noncash 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, the Participant 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 the Participant'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 4.03(c)), net
       of the maximum reduction in federal income taxes which
       could be obtained from deduction of such state and local
       taxes.

       In the event that the Excise Tax is finally 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), the
       Employer shall make additional Gross-Up Payment in
       respect of such excess (plus any interest, penalties or
       additions payable by the Participant with respect to such
       excess) within five (5) business days following the time
       that the amount of such excess is finally determined.
       The Participant and the Employer 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.

       The payments provided in this subsection 4.03(c) shall be
       made not later than the 5th day following the Date of
       Termination; provided, however, that if the amounts of
       such payments cannot be finally determined on or before
       such day, the Employer shall pay to the Participant on
       such day an estimate, in accordance with this subsection
       4.03(c), of the minimum amount of such payments to which
       the Participant 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
       the Employer 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 (30th) day after the
       Date of Termination.

4.04 Written Statement Explaining Benefits.  At the time that
     payments under Sections 4.02 and 4.03 commence, the Administrator
     shall provide the Participant 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 the Employer or the Administrator 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.

4.05 Legal Fees and Expenses.  On or after the commencement of a
     Change in Control Period, the Employer shall also pay to the
     Participant all legal fees and expenses incurred by the
     Participant in disputing in good faith any issue hereunder
     relating to the termination of the Participant's employment, in
     seeking in good faith to obtain or enforce any benefit or right
     provided by this Plan 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.  Such payments shall be made within five (5) business
     days after delivery of the Participant's written requests for
     payment accompanied with such evidence of fees and expenses
     incurred as the Employer  reasonably may require.

4.06 Forfeiture and Repayment of Benefits.  The benefits that
     become payable or in which Participant vests solely upon a Change
     in Control shall nonetheless be subject to forfeiture and
     repayment under the conditions outlined in Section 6.01 of this
     Plan.

4.07 Death of Participant.  If Participant should die after the
     occurrence of Participant's Qualifying Event, but prior to
     receiving all amounts to which he became entitled to receive
     under Sections 4.02 and 4.03, then all remaining amounts owed to
     Participant shall be paid in accordance with the terms of this
     Plan to his Beneficiary.

4.08 Provisions of Referenced Plans.  To the extent this Plan
     references or incorporates provisions of any other System Company
     plan 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 and successors.


                            ARTICLE V

                       SOURCE OF PAYMENTS

5.01 Unfunded Plan. All rights of a Participant, Beneficiary or
     any other person or entity having or claiming a right to
     payments under this Plan shall be entirely unfunded, and
     nothing in this Plan shall be construed to give 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 a System Company, or in which a
     System Company may have any right, title or interest now or
     in the future.  However, the Participant, Beneficiary or any
     other such person or entity shall have the right to enforce
     his claim against the Employer or any other System Company
     in the same manner as any other unsecured creditor of such
     System Company.  Neither a Participant, his Beneficiary nor
     any other person or entity shall have any rights in or
     against any specific assets of any System Company.

5.02 Employer Liability.  At its own discretion, a System Company
     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 shall be under no
     obligation to fund the benefits provided under this Plan; (b) the
     investment of  System Company 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 from adopting or establishing a trust or other means as a
     source for paying any obligations created hereunder provided,
     however, any and all rights that any such Participants shall have
     with respect to any such trust or other fund shall be governed by
     the terms thereof.

5.03 Establishment of Trust.  Notwithstanding any provisions of
     this Article V to the contrary, within thirty (30) days following
     the date of a Change in Control, each System Company shall make a
     single irrevocable lump sum contribution to the Trust for
     Deferred Payments of Entergy Corporation and Subsidiaries
     ("Trust") pursuant to the terms and conditions described in such
     Trust.  Each System Company's contribution shall be in an amount
     equal to the total amount of additional benefits payable to such
     System Company's Plan Participants in accordance with the
     provisions of Section 4.02 of the Plan for the duration of the
     applicable Benefit Pay Continuation Period.  Notwithstanding the
     foregoing in this Section to the contrary, a System Company may
     make contributions to the Trust prior to a Change in Control in
     such amounts as it shall determine in its complete discretion.
     The Trust is intended as a "grantor" trust under the Internal
     Revenue Code and the establishment and funding of such Trust is
     not intended to cause Participants to realize current income on
     amounts contributed thereto, and the Trust shall be so
     interpreted.


                           ARTICLE VI

                     TERMINATION OF BENEFITS

6.01 Termination of Benefits.  Notwithstanding any provision
     under this Plan to the contrary, upon the occurrence of one or
     more of the following events, an individual shall immediately
     cease to be a Participant hereunder and no Plan benefits shall be
     payable to him, and, where indicated below, such individual shall
     immediately repay any Plan benefits previously received by him:

     (a)  during the applicable Benefit Continuation Period,
       Participant accepts employment with a System Company;

     (b)  Participant elects to receive the benefits of any other
       voluntary or involuntary severance or separation program
       (excluding any qualified or non-qualified retirement or deferred
       compensation plans) maintained by any System Company, provided,
       however, that receipt of any benefits under the terms of any
       retention plan or agreement shall not be deemed to be the receipt
       of severance or separation benefits for purposes of this section;

     (c)  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;

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

     (e)  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 6.01
       (e), 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.

                           ARTICLE VII

                       PLAN ADMINISTRATION

7.01 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.

7.02 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.

7.03 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.

7.04 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 7.02, 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.

7.05 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.

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

7.07 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 ninety-day period.  The Claims
     Administrator, in its sole discretion, reserves the right to
     request specific information from the claimant, and reserves the
     right to have the claimant examined or tested by person(s)
     employed or compensated by the Plan.  If the claim is denied or
     partially denied, the Claims Administrator shall provide the
     claimant with written notice stating:

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

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

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

7.08 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.

7.09 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.

7.10 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 VIII

                    AMENDMENT AND TERMINATION

8.01 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 8.02 hereof.  The provisions
     of this Article VIII shall survive a termination of the Plan
     unless such termination is agreed to by the Participants.

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

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

     (b)  No provision of this Plan may be modified, waived, or
          discharged during the 2-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 and successors.

8.03 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 8.03
     shall succeed to all the rights, powers and duties of the
     Employer and the Board of Directors hereunder, subject to the
     restrictions on amendment or termination of the Plan as set forth
     in Section 8.02.


                           ARTICLE IX

                          MISCELLANEOUS

9.01 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.

9.02 No Mitigation.  If the Participant's employment with his
     Employer terminates during a Change in Control Period, the
     Participant is not required to seek other employment or to
     attempt in any way to reduce any amounts payable to the
     Participant by the Employer pursuant to Article IV hereof.
     Further, the amount of any payment or benefit provided for under
     this Plan shall not be reduced by any compensation earned by the
     Participant as the result of employment by another employer, by
     retirement benefits, by offset against any amount claimed to be
     owed by the Participant to the System, or otherwise.

9.03 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 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.

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 the Effective Date set forth
herein.

                         ENTERGY CORPORATION
                         through the undersigned duly authorized
                         representative

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

<PAGE>

                           APPENDIX A

                PROTOTYPE PARTICIPANT APPLICATION