Exhibit 10(a)87

                       RETENTION AGREEMENT


This  Agreement  ("Agreement") is entered  into  between  Entergy
Services, Inc. ("Employer"), a Delaware   corporation  having  its
offices  in   New   Orleans, Louisiana, and Richard J. Smith
("Executive"), an individual residing in New Orleans,  Louisiana.
The effective date of this Agreement shall be the date upon which
both parties have executed this Agreement, whether in
multiple originals or otherwise ("Effective Date").

WHEREAS,  Executive is currently employed by Employer,  a  System
employer,  and  serves  in  the  position  of  President,  Retail
Operations;

WHEREAS.  Entergy  Corporation ("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,  Employer  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 service  Executive  will
provide to Employer and other System Companies, the employment of
Executive by Employer or by any other System Company, the intended
benefits to the System and Executive  as  a result   thereof,
and  the  mutual  promises,   covenants   and obligations   herein
contained,  including  new   promises   and additional
consideration. Employer and Executive 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.  Employer  and  Executive  covenant  as
   follows:

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

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

        (a)     For  a period of two years following the Date  of
          Termination,   Executive  shall  not  engage   in   any
          employment  or  other  activity  (without   the   prior
          written   consent   of   Executive's   System   Company
          employer)   either  in  his  individual   capacity   or
          together    with   any   other   person,   corporation,
          governmental agency or body, or other entity,  that  is
          (i)  with  an  entity 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
          Executive's System Company employer, within 5  business
          days  of  Executive's System Company employer's written
          request  therefor, any amounts previously paid  to  him
          pursuant  to  subsections 3.1 and  3.5,  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 Executive's System Company employer, within  5
          business  days of Executive's System Company employer's
          written  request therefor, any amounts previously  paid
          to  him  pursuant  to  subsections  3.1  and  3.5,  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
   3.2,  in  no event shall Executive and his beneficiary(ies)  be
   entitled  to  payments and benefits under more  than  one  such
   subsection.

   3.1  Retention Payments. If at the first anniversary of the
        Closing, Executive remains employed by the surviving
        merged entity, Executive shall receive payment of one-
        third of the Retention Bonus at such first anniversary
        date. If Executive remains employed by the surviving
        merged entity through and including the second
        anniversary of the Closing, then Executive shall receive
        payment of one-half of the remaining unpaid Retention
        Bonus at such second anniversary date. If Executive
        remains employed by the surviving merged entity through
        and including the third anniversary of the Closing, then
        Executive shall receive payment of the remaining unpaid
        Retention Bonus at such third anniversary date.

   3.2 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
        Executive's  System  employer during such  period,  until
        Executive's  employment  is  terminated  by  his   System
        employer for Disability.

  3.3 Termination  of  Employment  For  Cause  at  Any  Time.  If
       Executive's   employment  with  the   System   should   be
       terminated  for  Cause  at any time,  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  at  Any  Time. If Executive terminates  employment
       with  the  System without Good Reason, Executive shall  be
       entitled  only  to  Executive's  Accrued  Obligations  and
       Normal Post-Termination Compensation and Benefits.

  3.5 Qualifying   Termination.  If  Executive's  employment   is
       terminated   due   to   a  Qualifying  Termination,   then
       Executive  shall receive Executive's Accrued  Obligations,
       Target   LTIP  Award,  Other  BOP  Awards,  Normal   Post-
       Termination  Compensation and Benefits, and any  remaining
       unpaid  Retention  Bonus. Payment of the  Retention  Bonus
       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.

   3.6 Termination   On  Account  of  Death  or  Disability.   If
       Executive's  employment  should terminate  on  account  of
       death  or Disability before the earlier of the termination
       of  the  Merger Agreement or the third anniversary of  the
       Closing,    Executive   or   his   personal    or    legal
       representatives,  executors,  administrators,  successors,
       heirs,  distributees, devisees and legatees (in the  event
       of  Executive's  death) shall receive Executive's  Accrued
       Obligations,  Target LTIP Award, Other EOP Awards,  Normal
       Post-Termination  Compensation  and  Benefits,   and   any
       remaining unpaid Retention Bonus.

   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, Executive's System Company employer 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, Executive's
       System Company employers 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)(l) 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 Executive's System Company employer, 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 dollarfor-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), Executive's System Company employer
        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 Executive's System Company 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.

5.Rabbi  Trust: Timing of Payments. No later than 180  days  from
  the  execution  of this Agreement, Executive's  System  Company
  employer  may  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  the  Effective  Date of this Agreement.  Executive's
  System Company employer may 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, Executive's  System
  Company  employer  shall  pay  to  Executive  on  such  day  an
  estimate,  as  determined in good faith by  Executive's  System
  Company  employer, 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 Executive's System Company employer fails  to  make
  such  payments  when  due)  at 120% of  the  rate  provided  in
  section  1  274(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 Executive's System Company  employer  to
  Executive,  payable on the fifth business day after  demand  by
  Executive's System Company employer (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.  Executive's System Company employer  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 Executive's System Company employer 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 is  entitled  to
  receive  payment  of  a  portion  of  the  Retention  Bonus  in
  accordance  with subsection 3.1, such benefit shall be  payable
  under  the  circumstances described in subsection 3.1,  without
  regard to termination of employment.

6.Legal Fees. Executive's System Company employer 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  Executive's  System  Company  employer
  reasonably may require.

7. Superceded  Agreements and Benefits. This Agreement  does  not
   supercede    the   terms   and   conditions   of   Executive's
   participation  in  the  System Executive  Retirement  Plan  of
   Entergy   Corporation  and  Subsidiaries   and   the   Pension
   Equalization  Plan  of Entergy Corporation  and  Subsidiaries.
   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 (a) or (b) of Section 14.6 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 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 Executive and an opportunity for Executive, together
       with Executive's counsel, to be heard before that board) finding
       that, in the good faith opinion of the board, Executive was
       guilty  of conduct set forth in clause (a) or (b)  of  the
       definition of Cause herein, and specifying the particulars
       thereof in detail.

 8.2  Date of Termination. "Date of Termination," shall mean (a)
       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 (b) 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 Executive's System Company
       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 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).

 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, Executive's  System
        Company  employer  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.  Executive's System  Company  employer  agrees
   that Executive is not required to seek other employment or  to
   attempt  in any way to reduce any amounts payable to Executive
   by  Executive's System Company employer 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 Executive's System Company employer,
   or  otherwise (other than as otherwise provided in  subsection
   2.2 (a) and (b)).

10.    Successors: Binding Agreement.

   10.1 In  addition to any obligations imposed by law  upon  any
        successor   to   Executive's  System  Company   employer,
        Executive's  System  Company employer  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
        Executive's  System Company employer to expressly  assume
        and  agree  to perform this Agreement in the same  manner
        and  to  the same extent that Executive's System  Company
        employer  would  be required to perform  it  if  no  such
        succession   had  taken  place.  Failure  of  Executive's
        System  Company  employer to obtain such  assumption  and
        agreement  prior  to  the  effectiveness  of   any   such
        succession shall be a breach of thisAgreement  and  shall
        entitle   Executive  to  compensation  from   Executive's
        System  Company employer in the same amount  and  on  the
        same  terms  as Executive would be entitled to  hereunder
        if    Executive   were   to   experience   a   Qualifying
        Termination,

        except  that, for purposes of implementing the foregoing,
        the  date  on which any such succession becomes effective
        shall be deemed the Date of Termination.

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

11.    Settlement of Disputes: Arbitration.

  11.1 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.

  11.2 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  14.6  and 14.16 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.

12.    Protection of Information.

  12.1Position  of  Confidence. Executive acknowledges  that  his
       employment  with Employer or any other System Company  has
       placed him in a position to have access to or develop trade
       secrets or confidential information  of  any one or all of
       the System Companies and has placed Executive in a position to
       develop business good will on behalf of any one or all  of
       the System Companies.

   12.2Information Obtained During Employment. All information,
       ideas, concepts, improvements, discoveries, and
       inventions, whether patentable or not, which were or are
       conceived, made, developed, or acquired by Executive,
       individually or in conjunction with others, during
       Executive's employment with any System Company employer,
       whether during business hours or otherwise and whether at
       the work site or otherwise, which relate to System
       Company business, products, or services (including,
       without limitation, all such information relating to
       corporate opportunities, research, financial and sales
       data, pricing and trading terms, evaluations, opinions,
       interpretations, acquisition prospects, the identity of
       customers or their requirements, the identity of key
       contacts within the customer's organizations or within
       the organization of acquisition prospects, or marketing
       and merchandising techniques, prospective names, and
       marks) shall be disclosed to Employer or other System
       Company employer and are and shall be such employer's
       sole and exclusive property. All documents, drawings,
       memoranda, notes, records, files, correspondence,
       manuals, models, specifications, computer programs, e-
       mail, voice mail, electronic databases, maps and all
       other writings or materials of any type embodying any of
       such information, ideas, concepts, improvements,
       discoveries, and inventions are and shall be the sole and
       exclusive property of the Executive's System Company
       employer. Upon termination of Executive's employment with
       his System Company employer, for any reason, Executive
       shall promptly deliver the items referenced in this
       Section and all copies thereof, to his last System
       Company employer.

   12.3Confidentiality. Executive will not, at any time during
        or after Executive's employment with any System Company
        employer, make any unauthorized disclosure of any
        confidential business information or trade secrets of
        any System Company, or make any use thereof, except in
        the carrying out of Executive's employment
        responsibilities under this Agreement. As a result of
        Executive's employment under this Agreement, Executive
        may, from time to time, have access to, or knowledge of,
        confidential business information or trade secrets of
        third parties, such as customers, suppliers, partners,
        or joint venturers of Employer or other System
        Companies, and Executive agrees to preserve and protect
        the confidentiality of such third party confidential
        information and trade secrets to the same extent, and on
        the same basis, as Employer's confidential business
        information and trade secrets.

  12.4Terms of the Agreement. Executive understands and
       acknowledges that the terms and conditions of this
       Agreement constitute confidential information. Executive
       shall keep confidential the terms of this Agreement and
       shall not disclose this confidential information to
       anyone other than Executive's attorneys, tax advisors, or
       as required by law.

   12.5Assignment of Rights. Executive agrees to and hereby does
       assign to Executive's System Company employer all rights
       in and to all inventions, business plans, work models or
       procedures, whether patentable or not, which are made or
       conceived solely or jointly by Executive at any time
       during Executive's System Company employment or with the
       use of any System Company time and materials. Executive
       will disclose to such System Company all facts known to
       Executive concerning such matters and, at the System
       Company's expense, do everything reasonably practicable
       to aid it in obtaining and enforcing proper legal
       protection for, and vesting System Company in title to,
       such matters. Both during Executive's employment and
       thereafter, Executive shall assist Employer and its
       nominee, at any time. in the protection of Employer's
       worldwide right, title, and interest in and to
       information, ideas, concepts, improvements, discoveries,
       and inventions, and its copyrighted works, including,
       without limitation, the execution of all formal
       assignment documents requested by Employer or its nominee
       and the execution of all lawful oaths and applications
       for patents and registration of copyright in the United
       States or foreign countries.

   12.6Breach. Executive acknowledges and understands that
       Executive's breach of any provision of this Section would
       constitute a material breach of this Agreement and could
       subject Executive to disciplinary action, including,
       without limitation, termination of employment for Cause.
       Executive acknowledges that money damages would be an
       insufficient remedy for any breach of this Section by
       Executive, and Employer or any other System Company
       employer shall be entitled to enforce the provisions of
       this Section by terminating any payments then owing to
       Executive under this Agreement and/or to seek specific
       performance and injunctive relief as remedies for a
       breach or threatened breach of this Section. In the event
       of any breach or threatened breach of the confidentiality
       provisions of this Agreement, Executive acknowledges that
       irreparable injury could result to Employer and agrees
       that Employer shall be entitled to a temporary
       restraining order or injunction, without bond,
       restraining Executive from violating the confidentiality
       provisions of this Agreement, in addition to any other
       relief to which Company may be entitled. Such remedies
       shall not be deemed the exclusive remedies for a breach
       of this Section, but shall be in addition to all remedies
       available at law or in equity.

13.Additional Provisions.

   13.1Representations and Warranties. Executive and Employer
       represent and warrant that neither is under a restriction
       or obligation inconsistent with the execution of this
       Agreement or the performance of either party's
       obligations hereunder and neither knows of any reason why
       the performance due under this Agreement should be
       hindered in any way.

   13.2Continuing Obligations. Termination of the employment
       relationship shall not terminate those obligations
       imposed by this Agreement, which are continuing in
       nature, including, without limitation, Executive's
       continuing obligations of confidence, Executive's
       continuing obligations with respect to business
       opportunities that were entrusted to Executive during the
       employment relationship, and specifically Executive's
       obligations under Section 12 of this Agreement.

   13.3Notices. Any notice required under this Agreement shall
       be in writing and deemed received (a) on the date
       delivered if hand-delivered, or (b) on the fifth business
       day after being deposited in the mail, first class,
       registered or certified, return receipt requested, with
       proper postage prepaid, and shall be addressed as
       follows, unless changed otherwise by any party in
       accordance with the notice provisions of this
       Section:

          If to a System Company,
          addressed in care of:          with copy to:

          Michael G. Thompson, Esq.      Gary C. Clary
          General Counsel                Senior Vice-President, Human
          639 Loyola Avenue, 26th Floor  Resources and Administration
          New Orleans, LA 70113          639 Loyola Avenue, 14th Floor
                                         New Orleans, LA 70113

          If to Executive, addressed as follows:

          Richard J. Smith
          199 English Turn Drive
          New Orleans, LA 70131

   13.4Binding Agreement. Upon its Effective Date, this
       Agreement is binding upon Executive (and his or her
       heirs) and Employer (and its successors, agents, heirs or
       assigns). Executive expressly acknowledges the right of
       Employer to assign this Agreement and Executive's
       employment to any successor entity.

   13.5Nonassignability. This Agreement or the right to receive
       benefits hereunder may not be assigned, encumbered or
       alienated by Executive in any manner.

   13.6Applicable Law. This Agreement shall be interpreted and
       enforced in accordance with the laws of the State of
       Louisiana.

   13.7Headings. Section headings contained in this Agreement
       are for reference only and shall not affect in any way
       the meaning or interpretation of this Agreement.

   13.8No Waiver. Failure of either party to give notice of any
       breach by the other party of, or failure to require
       compliance with, any condition or provision of this
       Agreement shall not be deemed a waiver of similar or
       dissimilar provisions or conditions at the same or at any
       prior or subsequent time.

   13.9No Inducements. Each party to this Agreement acknowledges
       that no representation, inducement, promise, or
       agreement, oral or written, has been made by either party
       with respect to such subject matters, which is not
       embodied herein.

   13.10    Modifications and Waivers. No provision of this
       Agreement may be modified,
       amended  or  waived  except in a writing  signed  by  both
       parties.  The  waiver by either party of a breach  of  any
       provision  of  this Agreement shall not operate  to  waive
       any subsequent breach of the Agreement.

   13.11     Severability. Should any part of this  Agreement  be
       found  to  be  invalid or in violation of law,  such  part
       shall  be  of  no force and effect and the  rest  of  this
       Agreement shall
       survive  as  valid and enforceable to the  fullest  extent
       permitted by law.

14.Definitions.  For  purposes of this Agreement,  the  following
   terms  shall  have the meanings hereinafter indicated,  except
   as  otherwise set forth in the Agreement or unless a different
   meaning  is plainly required by the context in which the  term
   is used:

   14.1Accrued  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 Employer'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.

   14.2Annual  Base Salary shall mean the highest rate of  annual
       base  salary  payable to Executive by the  System  at  any
       time on or after the Effective Date of this Agreement.

   14.3Auditor  shall have the meaning set forth in  Section  4.2
       hereof.

   14.4Base  Amount shall have the meaning set forth  in  section
       280G(b)(3) of the Code.

   14.5Board shall mean the Board of Directors of Company.

   14.6Cause   for  termination  by  Executive's  System  Company
       employer of Executive s employment shall mean:

       (a)     the willful and continued failure by Executive  to
          substantially perform Executive s System duties  (other
          than   any  such  failure  resulting  from  Executive's
          incapacity  due  to physical or mental illness  or  any
          such  actual or anticipated failure after the  issuance
          of   a  Notice  of  Termination  for  Good  Reason   by
          Executive pursuant to Section 8.1 hereof) that has  not
          been  cured  within 30 days after a written demand  for
          substantial  performance is delivered to  Executive  by
          the  Executive's System Company employer's board, which
          demand specifically identifies the manner in which  the
          board  believes  that Executive has  not  substantially
          performed Executive's duties; or

       (b)     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

        (c)      a   material  violation  by  Executive  of   any
          agreement   Executive  has  with  a   System   Company,
          including, without limitation, violation of Section  12
          of this Agreement; or

       (d)     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 (d) 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 (a) and (b) 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
       Executive's  System  Company employer  that  Cause  exists
       shall  be  given effect unless Executive's System  Company
       employer  establishes  to  the  Committee  (and   to   the
       arbitrator(s) in the event of arbitration of a dispute  or
       controversy  hereunder) by clear and  convincing  evidence
       that  Cause exists. For purposes of clauses (a), (b),  (c)
       and  (d)  of  this definition, no acts of  Executive  that
       occurred  before  execution of  this  Agreement  shall  be
       deemed  justification  for a Cause  claim  by  Executive's
       System  Company employer unless said acts were unknown  to
       Executive's  System  Company  employer's  management   and
       involved the commission of a felony injurious to a  System
       Company.

   14.7Closing   shall  mean  the  earlier  to   occur   of   (a)
       consummation of the transactions contemplated by the Ring-
       Ranger  Merger  Agreement  or  (b)  the  occurrence  of  a
       "Change  in  Control"  (as defined in Company's  Executive
       Continuity Plan in effect on the date hereof).

   14.8Code  shall  mean the Internal Revenue Code  of  1986,  as
       amended from time to time.

  14.9 Committee  shall  mean  (a) the individuals  who,  on  the
        date  hereof, constitute the Personnel Committee  of  the
        Board,  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)).

  14.10Company  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.

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

   14.12     Disability  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, Executive's System  Company  employer
       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.

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

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

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

   14.16     Good  Reason  for termination by Executive's  System
        Company employer of Executives employment shall mean  the
        occurrence (without Executive's express written  consent)
        of  any  one of the following acts by Executive's  System
        Company  employer,  or  failure  by  Executive's   System
        Company  employer to act, unless, in the case of any  act
        or  failure to act described in paragraph (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)     for  the period through and including the date  of
          Closing,  the  substantial reduction or  alteration  in
          the   nature  or  status  of  Executive's   duties   or
          responsibilities from those in effect on  the  date  of
          this   Agreement,  other  than  an  insubstantial   and
          inadvertent act that is remedied by Executive's  System
          Company  employer  promptly  after  receipt  of  notice
          thereof  given  by Executive and other  than  any  such
          alteration  primarily attributable  to  the  fact  that
          Executive's System Company employer may no longer be  a
          public company;

       (b)     following  the  date of Closing,  the  failure  of
          Executive's   System   Company  employer   to   provide
          Executive  with a position in the successor  entity  at
          the  level of Senior Vice-President or above  and  with
          compensation   comparable  to  that  of  other   senior
          executives  at  Executive's  position,  and   (i)   the
          employment   location  of  which  shall  be,   at   the
          discretion  of  the  Chief  Executive  Officer  of  the
          surviving  merged entity, not more than 20  miles  from
          (A)  Executive's principal place of employment  on  the
          date  hereof, or (b) the corporate headquarters of  the
          Merged  Entity  (or  of  any  other  party  (or  parent
          thereof)  to the Merger Agreement), except for required
          travel   on   Executive's  System  Company   employer's
          business  to  an  extent substantially consistent  with
          Executive's  present  business travel,  and  (ii)  with
          relocation and interim living allowances no  less  than
          those   available   to   Executive's   System   Company
          employer'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   Executive's  System  Company   employer's
          requiring  Executive  to be based anywhere  other  than
          such   principal  place  of  employment  (or  permitted
          relocation  thereof)  except  for  required  travel  on
          Executive's System Company employer's business  to  art
          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  a  position  in  the
          successor entity in accordance with (b) above;

       (d)      a   reduction   by  Executive's  System   Company
          employer  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  Executive's  System   Company
          employer   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  Executive's System Company employer,  within  seven
          (7) days of the date such compensation is due;

        (f)      the   failure  by  Executive's  System   Company
          employer  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  Executive's  System  Company  employer  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  Executive's  System   Company
          employer   to   continue  to  provide  Executive   with
          benefits  substantially similar  to  those  enjoyed  by
          Executive  under  any  of  Executive's  System  Company
          employer'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 Executive's  System
          Company  employer  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  Executive's  System  Company  employer  to  provide
          Executive  with  the number of paid  vacation  days  to
          which  Executive is entitled on the basis of  years  of
          service  with  Executive's System Company  employer  in
          accordance  with Executive's System Company  employer'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 Executive's System  Company
       employer  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.

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

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

   14.19     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.

   14.20     Normal  Post-Termination Compensation  and  Benefits
       shall    mean    Executive's    normal    post-termination
       compensation  and  benefits as such payments  become  due,
       and   determined  under,  and  paid  in  accordance  with,
       Executive's    System   Company   employer'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.

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

   14.22     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
       LTTP),  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.

   14.23      Qualifying Termination shall mean a termination  of
        Executive's employment (a) by
        Executive  for  Good  Reason at any  time  prior  to  the
        earlier  of  termination of the Merger Agreement  or  the
        third  anniversary  date  of  the  Closing;  or  (b)   by
        Executive's System Company employer other than for  Cause
        at  any  time prior to the earlier of termination of  the
        Merger  Agreement or the third anniversary  date  of  the
        Closing.

   14.24    Retention  Bonus shall mean a total  cash  amount  of
            $1,575,000.00.

   14.25    System  shall  mean  Company  and  all  other  System
            Companies.

   14.26      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, which term shall include  the
        Merged Entity after the Closing.

   14.27       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  LTLP  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.

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

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

   IN  WITNESS WHEREOF, Employer and Executive have duly executed
   this  Agreement on the dates indicated below, which  Agreement
   may be executed in multiple originals, to be
   effective on the Effective Date herein provided.

   ACCEPTED BY EMPLOYER:              ACCEPTED BY EXECUTIVE:
   Entergy Services, Inc.
   By its Duly Authorized Agent:


   /s/ C. Gary Clary                       /s/ Richard J. Smith
   C. Gary Clary                           Richard J. Smith
   Sr. Vice-President, Human Resources
   and Administration                      Executed this ___ day of ___ 2001.
   Executed this ___ day of ___ 2001.