Exhibit 10(a)84

                       RETENTION AGREEMENT

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

     WHEREAS, Executive is currently employed by Entergy
Services, Inc., a System employer, and serves in the position of
Group President, Utility Operations of Company;

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

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

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

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

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

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

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

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

       (A)  For a period of two years following the Date of
            Termination, Executive shall not engage in any
            employment or other activity (without the prior
            written consent of Company) either in his individual
            capacity or together with any other person,
            corporation, governmental agency or body, or other
            entity, that is (i) listed in the Standard & Poor's
            Electric Index or the Dow Jones Utilities Index; or
            (ii) in competition with, or similar in nature to,
            any business conducted by any System Company at any
            time during such period, where such competing
            employer is located in, or servicing in any way
            customers located in, those parishes and counties in
            which any System Company services customers during
            such period. In the event of any violation by
            Executive of this paragraph (A) of subsection 2.2,
            Executive shall repay to Company, within 5 business
            days of Company's written request therefor, any
            amounts previously paid to him pursuant to
            subsections 3.3 and 3.4, and Executive shall have no
            further entitlement to receive any additional
            payments or benefits under such subsections.

       (B)  For  a  period  of two years following  the  Date  of
            Termination, Executive agrees not to take any  action
            or  make  any  statement, written  or  oral,  to  any
            current or former employee of any System Company,  or
            to  any  other  person, which disparages  any  System
            Company,  its  management, directors or shareholders,
            or  its practices, or which disrupts or impairs their
            normal  operations, including actions  or  statements
            (i)  that  would harm the reputation  of  any  System
            Company  with  its clients, suppliers,  employees  or
            the   public;  or  (ii)  that  would  interfere  with
            existing  or  prospective contractual  or  employment
            relationships   with  any  System  Company   or   its
            clients, suppliers or employees. In the event of  any
            violation by Executive of this paragraph (B) of  this
            subsection  2.2,  Executive shall repay  to  Company,
            within  5 business days of Company's written  request
            therefor,  any amounts in respect of the  Three-Times
            Severance   Payment   or  the  Four-Times   Severance
            Payment   previously   paid  to   him   pursuant   to
            subsections 3.3 and 3.4, and Executive shall have  no
            further   entitlement  to  receive   any   additional
            payments or benefits under 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
  subsection   3.1,   in  no  event  shall  Executive   and   his
  beneficiary(ies)  be entitled to payments  and  benefits  under
  more than one such subsection.

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

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

   3.3 Qualifying   Termination.  If  Executive's  employment   is
       terminated   due   to   a  Qualifying  Termination,   then
       Executive shall be entitled to Normal Post-Termination
       Compensation    and    Benefits,    Executive's    Accrued
       Obligations,   EAIP  Bonus  Award,  Four-Times   Severance
       Payment,  Supplemental Retirement Benefit  (in  accordance
       with  Executive's election), Maximum LTIP Award and  Other
       EOP  Awards.  However, as a condition of  receipt  of  the
       Four-Times Severance Payment, the Chief Executive  Officer
       of Company may require Executive to remain employed for  a
       period  of  time  not to extend beyond the  Closing,  such
       employment  to  be  on substantially the  same  terms  and
       conditions as in effect on the date of execution  of  this
       Agreement.

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

4.Gross-Up Payment.

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

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

  4.3 In the event that the Excise Tax is finally determined to
      be less than the amount taken into account hereunder in
      calculating the Gross-Up Payment, Executive shall repay to
      Company, within five (5) business days following the time
      that the amount of such reduction in the Excise Tax is
      finally determined, the portion of the Gross-Up Payment
      attributable to such reduction plus that portion of the
      Gross-Up Payment attributable to the Excise Tax and
      federal, state and local income and employment taxes
      imposed on the Gross-Up Payment being repaid by Executive,
      to the extent that such repayment results in a reduction
      in the Excise Tax and a dollar-for-dollar reduction in
      Executive's taxable income and wages for purposes of
      federal, state and local income and employment taxes, plus
      interest on the amount of such repayment at 120% of the
      rate provided in section 12 74(b) (2) (B) of the Code. In
      the event that the Excise Tax is determined to exceed the
      amount taken into account hereunder in calculating the
      Gross-Up Payment (including by reason of any payment the
      existence or amount of which cannot be determined at the
      time of the Gross-Up Payment), Company shall make an
      additional Gross-Up Payment in respect of such excess
      (plus any interest, penalties or additions payable by
      Executive with respect to such excess) within five (5)
      business days following the time that the amount of such
      excess is finally determined. Executive and Company shall
      each reasonably cooperate with the other in connection
      with any administrative or judicial proceedings concerning
      the existence or amount of liability for Excise Tax with
      respect to the Total Payments.

5.Rabbi Trust: Timing of Payments. No later than 180 days from
  the execution of this Agreement, Company shall deposit in the
  Trust for Deferred Payments of Entergy Corporation and
  Subsidiaries ("Trust") an amount as determined by the Auditor
  (as defined in Section 4.2) to be necessary to pay all amounts
  that would be due under this Agreement if Executive
  experienced a Qualifying Event on December 31, 2000. Company
  shall deposit such additional amounts as determined by the
  Auditor from time to time to be necessary to pay amounts due
  under the Agreement. The payments provided in Sections 3 and 4
  hereof shall be made no later than the fifth business day
  following the Date of Termination; provided, however, that if
  the amounts of such payments cannot be finally determined on
  or before such day, Company shall pay to Executive on such day
  an estimate, as determined in good faith by Executive or, in
  the case of payments under Section 4 hereof, in accordance
  with Section 4 hereof, of the minimum amount of such payments
  to which Executive is clearly entitled and shall pay the
  remainder of such payments (together with interest on the
  unpaid remainder (or on all such payments to the extent
  Company fails to make such payments when due) at 120% of the
  rate provided in section 12 74(b) (2) (B) of the Code) as soon
  as the amount thereof can be determined, but in no event later
  than the thirtieth day after the Date of Termination. In the
  event that the amount of the estimated payments exceeds the
  amount subsequently determined to have been due, such excess
  shall constitute a loan by Company to Executive, payable on
  the fifth business day after demand by Company (together with
  interest at 120% of the rate provided in section 1274(b)
  (2)(B) of the Code). At the time that payments are made under
  this Agreement, Company shall provide Executive with a written
  statement setting forth the manner in which such payments were
  calculated and the basis for such calculations including,
  without limitation, any opinions or other advice Company has
  received from Tax Counsel, the Auditor or other advisors or
  consultants (and any such opinions or advice which are in
  writing shall be attached to the statement).

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

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

8.Termination Procedures and Compensation During Dispute.

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

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

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

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

9.No  Mitigation. Company agrees that Executive is  not  required
  to  seek  other employment or to attempt in any way  to  reduce
  any  amounts  payable  to  Executive  by  Company  pursuant  to
  Sections 3, 4, or 6 hereof or Section 8.4 hereof. Further,  the
  amount  of  any  payment  or  benefit  provided  for  in   this
  Agreement  shall not be reduced by any compensation  earned  by
  Executive  as the result of employment by another employer,  by
  retirement  benefits, by offset against any amount  claimed  to
  be  owed by Executive to Company, or otherwise (other than  (i)
  as  otherwise provided in subsection 2.2 (A) and (B)  and  (ii)
  offsets  in  accordance  with  the  provisions  of  the  System
  Executive   Retirement   Plan  of   Entergy   Corporation   and
  Subsidiaries, should Executive
  be entitled to and elect to receive the Supplemental
  Retirement Benefit in accordance with subsection 16.27(b)).

10. Successors; Binding Agreement.

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

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

    If to Company:                           If to Executive:
    Michael G. Thompson                      Jerry D. Jackson
    General Counsel, Entergy Corporation     1505 Nashville Avenue
    639 Loyola Avenue                        New Orleans, LA 70115
    New Orleans, LA 70113-3125

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

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

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

15.Settlement of Disputes; Arbitration.

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

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

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

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

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

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

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

16.5 Board shall mean the Board of Directors of Company.

16.6 Cause for termination by Company of Executive's
     employment shall mean (i) the 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
     Board, which demand specifically identifies the manner in
     which the Board believes that Executive has not
     substantially performed Executive's duties; (ii) the
     willful engaging by Executive in conduct which is
     demonstrably and materially injurious to a System
     Company, monetarily or otherwise, and which results in a
     conviction of or entrance of a plea of guilty or nolo
     contendere to a felony; or (iii) Executive's willful
     failure, as determined by J. Wayne Leonard, the Company's
     Chief Executive Officer as of the date hereof, to support
     and use Executive's best efforts to facilitate the
     consummation of the transactions contemplated by the
     Merger Agreement (until the Merger Agreement may be
     terminated), in accordance with Company directives;
     provided, however, that it shall not be Cause for
     termination under this clause (iii) for Executive, in
     good faith, to discuss with members of the Board of
     Directors, the Chief Executive Officer of Company, or
     peer senior executives of Company, Executive's concerns
     with, suggestions regarding, or proposed improvements to,
     the merger implementation process. For purposes of
     clauses (i) and (ii) of this definition, (x) no act, or
     failure to act, on Executive's part shall be deemed
     "willful" unless done, or omitted to be done, by
     Executive in bad faith and without reasonable belief that
     Executive's act, or failure to act, was in the best
     interest of the System; and (y) in the event of a dispute
     concerning the application of this provision, no claim by
     Company that Cause exists shall be given effect unless
     Company establishes to the Committee (and to the
     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 (i),(ii),
     (iii) of this definition, no acts of Executive that
     occurred before execution of this Agreement shall be
     deemed justification for a Cause claim by Company unless
     said acts were unknown to Company management and involved
     the commission of a felony injurious to a System Company.

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

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

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

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

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

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

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

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

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

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

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

16.18Four-Times Severance Payment shall mean the payment of a
     lump  sum retention payment. in cash, equal to four times
     the  sum  of (i) Executive's Annual Base Salary and  (ii)
     Executive's  highest  maximum  annual  bonus  opportunity
     under the EAIP for any fiscal year ending after the  date
     hereof,  which Four-Times Severance Payment shall  in  no
     event   be   less  than  $4,064,236.00.  The   Four-Times
     Severance Payment shall be in lieu of any further  salary
     payments to Executive for periods subsequent to the  Date
     of  Termination  (if any) and in lieu of  any  retention,
     severance,  termination  or  similar  benefit   otherwise
     payable   to   Executive   under   any   plan,   program,
     arrangement or agreement of or with any System Company.

16.19Good  Reason  for termination by Executive of Executive's
     employment    shall   mean   the   occurrence    (without
     Executive's express written consent) of any  one  of  the
     following acts by Company, or failure by Company to  act,
     unless,  in  the  case  of any  act  or  failure  to  act
     described in paragraph (A), (E), (F), or (G) 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) any  adverse  change in Executive's titles, authority,
         duties,   responsibilities  or  reporting  lines   as
         compared with those in effect on the date hereof;

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

     (C) the  relocation  of  Executive's  principal  place  of
         employment  to  a location more than  20  miles  from
         Executive's principal place of employment on the date
         hereof  or Company's requiring Executive to be  based
         anywhere   other   than  such  principal   place   of
         employment  (or permitted relocation thereof)  except
         for  required  travel  on Company's  business  to  an
         extent   substantially  consistent  with  Executive's
         present business travel obligations;

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

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

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

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

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

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

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

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

16.23Normal  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,   Company's
     retirement, insurance and other compensation  or  benefit
     plans,   programs   and   arrangements   as   in   effect
     immediately prior to the Date of Termination or, if  more
     favorable  to  Executive, as in effect immediately  prior
     to  the  occurrence  of the first event  or  circumstance
     constituting Good Reason.

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

16.26Qualifying  Termination  shall  mean  a  termination   of
     Executive's employment (i) by Executive for Good Reason
     prior to the Closing and  prior to the termination of the
     Merger  Agreement, (ii) by Company other than  for  Cause
     prior to the Closing and prior to  the  termination of the
     Merger Agreement,  and  (iii) for any reason on or after the
     Closing.

16.27Supplemental   Retirement   Benefit   shall   mean,    at
     Executive's  election at the earlier of Closing  or  Date
     of  Termination, either (a) a lump sum cash payment equal
     to  $4,345,354.00, which represents payment  in  lieu  of
     non-qualified  supplemental  retirement  benefits  earned
     prior   to   the  Closing  under  the  System   Executive
     Retirement  Plan of Entergy Corporation and Subsidiaries,
     the  Pension Equalization Plan of Entergy Corporation and
     Subsidiaries,   the  Supplemental  Retirement   Plan   of
     Entergy  Corporation  and  Subsidiaries,  and  the  Post-
     Retirement  Plan of Entergy Corporation and Subsidiaries,
     and  any  supplemental credited service granted Executive
     under  such  plans,  or  (b)  the  benefit  available  to
     Executive under the System Executive Retirement  Plan  of
     Entergy  Corporation and Subsidiaries,  under  the  terms
     and  conditions  of that plan applicable  to  individuals
     who  became  participants on or  after  March  25,  1998,
     including  the adjusted System employment date  of  April
     7,  1973  provided in Executive's Participant Application
     for  the  plan,  provided, however, that Executive  shall
     not  require  permission under the plan or  otherwise  to
     retire and commence receipt of benefit payments.

16.28System   shall   mean  Company  and  all   other   System
     Companies.

16.29System Company(ies) shall mean Company and any
     other  corporation 80% or more of whose stock  (based  on
     voting power or value) is owned directly or indirectly by
     Company and any partnership or trade or business which is
     80%  of  more  controlled,  directly  or  indirectly,  by
     Company, and any successor to the business and/or  assets
     of any such entity.

16.30Tax Counsel shall have the meaning set forth in
     Section 4.2 hereof.

16.31Total  Payments  shall mean those  payments  so
     described in Section 4.1 hereof.

16.32Merger Agreement shall mean the Ring-Ranger Merger
     Agreement or any other agreement, the consummation of the
     transactions contemplated by which would constitute a
     "Change in Control" under the Company's Executive
     Continuity Plan, as in effect on the date hereof.


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


ENTERGY CORPORATION EXECUTIVE

By:  /s/ J. Wayne Leonard                 /s/ Jerry D. Jackson
     J. Wayne Leonard                     Jerry D. Jackson
     Chief Executive Officer              Group President, Utility Operations
                                          Entergy Operations, Inc.