Entergy Corporation, a Delaware corporation, hereby amends and restates the Entergy Nuclear Retention Plan, effective January 1, 2007, in accordance with resolutions adopted by the Personnel Committee of the Board of Directors of Entergy Corporation at its meeting held on May 3, 2007. The Plan shall remain in effect until terminated as herein provided.

The purposes of this Entergy Nuclear Retention Plan are to: (1) assist in the retention of key management and selected high potential employees in Entergy Nuclear; (2) provide cash incentive to encourage continuous employment with Entergy Nuclear; (3) reinforce Entergy Nuclear strategy and key nuclear goals to ensure operational success; and (4) reinforce to key employees that they are highly valued members of Entergy Nuclear.

The following terms when capitalized in the Plan shall have the designated meaning unless a different meaning is plainly required by the context in which the term is used:

1.01 Administrator shall mean the VP, Nuclear Human Resources, who shall be responsible for administering the Plan in accordance with its terms and conditions and in collaboration with the compensation Department of Total Rewards as needed.

1.02 Anniversary Date(s) shall mean the annual anniversary date(s) of a Participant's initial Plan participation date.

1.03 Annual Base Salary shall mean as to any specific Performance Period, a Participant's annual rate of base pay at the time he becomes a Participant for such Performance Period.

1.04 Award shall mean the cash amount, less applicable taxes and other withholdings, payable to a Participant in accordance with the provisions of Article IV.

1.05 Award Date shall mean, with respect to a Performance Period, each of the Participant's three Anniversary Dates on which payments are due Participant, as determined in accordance with Section 4.04. If for any reason it is not administratively practicable to pay an Award on the corresponding Award Date, then such Award shall be paid as soon as reasonably practicable after the Award Date, but in no event later than the date that is 2 1/2 months from the end of the Employer's taxable year in which such Award is no longer subject to a substantial risk of forfeiture. Notwithstanding the aforementioned timing of payment, such payment shall be made in accordance with the short term deferral exception of Internal Revenue Code Section 409A regulations, as may be amended.

1.06 Award Target shall mean the percentage set forth in Section 4.01 with respect to each Participant.

1.07 Beneficiary shall mean the individual or entity so designated by Participant on a Designation of Beneficiary in the form attached as Schedule A hereto, or if the Participant does not designate a beneficiary hereunder, the surviving spouse of Participant or, if Participant does not designate a beneficiary hereunder and does not have a surviving spouse, or if the designated beneficiary predeceases Participant, Beneficiary shall mean Participant's estate.

1.08 Cause shall mean failure to perform assigned duties and responsibilities, a violation of System or Employer-specific policies, or gross misconduct, as determined in the sole discretion of the CEO-Nuclear Operations.

1.09 CEO-Nuclear Operations shall mean the Chief Executive Officer - Nuclear Operations.

1.11 Disabled shall mean the Participant, due to illness or accident, is unable to work and is receiving benefits under the Entergy Corporation Companies' Benefits Plus Long Term Disability Plan.

1.13 Eligible Employee shall mean an Employee (a) who falls within System Management Level 1 through 6, including, but not limited to, those in the position of General Manager, Plant Operations; or (b) whom the Entergy Nuclear Senior Management determines to be a high performer, even though such Employee is not in System Management Level 1 through 6.

1.14 Employee shall mean a regular full-time employee on the payroll of Entergy Nuclear, who is receiving regular pay from such payroll and who is actively employed by Entergy Nuclear.

1.16 Entergy shall mean Entergy Corporation or any successor entity thereto.

1.17 Entergy Nuclear shall mean any of the business units employing Eligible Employees in support of Entergy nuclear operations, any successor entity thereto, and any other System Company that adopts this Plan as a participating Employer.

1.18 Involuntary Termination shall mean the involuntary termination of a Participant's employment with a System Company and shall specifically exclude resignation or voluntary termination from System Company employment.

1.19 Nuclear Senior Management shall mean any Management Level 4 officer and above who recommends Participants to the CEO Nuclear Operations.

1.20 Participant shall mean an Eligible Employee who satisfies the eligibility requirements for participation during a Performance Period in accordance with Article III and who is not a participant in the Cooper Retention Plan. Notwithstanding any provision to the contrary, while an individual is performing services in one of the following categories, he shall not be a Participant nor shall such service count as service under the Plan:

1.22 Performance Period shall mean a three consecutive calendar year performance period as designated by the Administrator and communicated in writing to eligible Participants for such Performance Period.

1.24 Senior VP, Human Resources shall mean Entergy's Senior Vice President, Human Resources and Administration.

1.25 System shall mean the group of corporations composed of the System Companies.

1.26 System Company shall mean (a) Entergy; (b) any corporation 80% or more of whose stock (based on voting power or value) is owned directly or indirectly by Entergy; and (c) any partnership or trade or business which is eighty percent (80%) or more controlled, directly or indirectly, by Entergy.

1.27 VP, Nuclear Human Resources shall mean the Vice President of Entergy Nuclear's Human Resources Department.

2.02 Captions. The captions to the articles and sections of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

2.04 Controlling Law. The Plan and all related documents shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed to consent to this provision.

3.02 Limitation on Number of Participants. During any particular Performance Period, Plan participation shall be limited to: (a) Eligible Employees at Management Levels 1 through 4; (b) Eligible Employees who are General Managers, Plant Operations; (c) no more than 50% of Eligible Employees at System Management Levels 5 and 6 reporting up through the CEO -Nuclear Operations; and (d) no more than 25 high-performing employees not described in Section 3.02(a), (b) and (c). Any variation in the participation limits set forth in this Section 3.02 must be approved by the CEO - Nuclear Operations and the Senior VP, Human Resources. The Administrator shall audit the approved list of Participants on a semi-annual basis to ensure Participant eligibility.

3.04 Certification Requirement and Notification Process. The final determination of Participants must be approved in writing by the CEO - Nuclear Operations except in the case of participation of the CEO-Nuclear Operations, whose participation shall be based on determination of Senior V.P., Human Resources & Administration. The VP, Nuclear Human Resources shall be responsible for (a) the preparation and maintenance of Plan Participant Invitations from the CEO - Nuclear Operations to new Participants; and (b) the maintenance of the log of Plan participants and executed Participant Invitations.

3.06 Termination of Participation. The CEO - Nuclear Operations, in his sole discretion, may discontinue an Eligible Employee's Plan participation at any time during a Performance Period on account of changes in an Eligible Employee's work assignment, his subjective determination that the Eligible Employee's performance has declined, or for any other reason. The Administrator shall be responsible for the preparation and maintenance of Participant termination notifications to Eligible Employees.

4.01 Participant Award Targets. Award Targets for Participants shall be as follows:

4.03 Annual Base Salary. For purposes of calculating Awards under the Plan, a Participant's Annual Base Salary shall not change during a Performance Period, regardless of whether a Participant's rate of base salary changes during such Performance Period.

4.04 Award Dates. A Participant's Award Dates with respect to a Performance Period shall be the first, second and third Anniversary Dates of the Participant's participation in the Plan during such Performance Period. Notwithstanding the immediately preceding sentence of this Section 4.04 to the contrary, the Award Dates of a Participant who commenced Plan participation prior to January 1, 2007 shall remain unchanged and shall be the second, third and fourth Anniversary Dates of the Participant's participation in the Plan during such Performance Period.

5.02 Other Benefits. Nothing contained in the Plan shall preclude a Participant from receiving, in addition to any benefits provided under this Plan, any payments under any employee plan or program established by any System Company, in accordance with the terms and conditions of such plan or program, including, without limitation, the annual Management Incentive Plan, Exempt Incentive Plan and Teamsharing Incentive Plan. Nothing provided in this Plan shall entitle a Participant to any benefits under any other employee benefit plan or program of a System Company other than in accordance with the terms and provisions of such employee benefit plans or programs.

5.03 Not Compensation. Any Award payable under this Plan shall not be considered compensation for purposes of any other benefit plan and shall not be included in the calculation of retirement benefits.

5.04 Other Arrangements. To the fullest extent allowed by law, the terms of the Plan shall supercede any and all prior oral or written communications, negotiations, commitments, and understandings with respect to the benefits offered in connection with the Entergy Nuclear Retention Plan and render such agreements, negotiations, commitments, and understandings null and void. Payment pursuant to any contract with respect to the Entergy Nuclear Retention Plan shall render Participant ineligible under this Plan for payment of an Award, unless such other arrangement is approved by CEO - Nuclear Operations.

5.05 Incompetent. If a Participant shall be or become physically or mentally incompetent to receive benefits under this Plan, the Administrator, in its sole and absolute discretion, may direct payment of such benefits in one or more of the following ways: (a) directly to such Participant in the case of physical incompetence; (b) to Participant's legal guardian or conservator; (c) to Participant's spouse or to any person charged with his support, to be expended for his benefit. The decision of the Administrator shall be final and binding upon all parties in interest. Any such payment shall completely discharge all obligations under the Plan.

5.06 Unfunded Benefits. All rights of a Participant or Beneficiary under this Plan shall be entirely unfunded, and nothing in this Plan shall be construed to give such person or entity any right, title, interest, or claim in or to any specific asset, fund, reserve, account or property of any kind whatsoever, owned by a System Company, or in which a System Company may have any right, title or interest now or in the future.

6.03 Terms of Employment. For those Participants with employment contracts, employment remains subject to the terms and conditions of each employee's respective employment contract, and a breach of employment contract may render Participant ineligible for any Award. Employment remains at will and may be terminated by an Employer or otherwise by the Entergy Company employer at any time if Participant should fail to perform his or her job duties or violate System or employer-specific policies. If such should occur, Participant may not be eligible for any benefits under this Plan.

7.02 Notice. Written notice will be given to Plan Participants of any approved Plan amendments or termination of the Plan.

7.03 Termination. In the event of termination of the Plan, Participants will not be eligible for any benefits under the Plan. In the event of termination of the Plan, Awards paid to Participants prior to the Plan termination effective date will not be affected.

8.02 Communications and Actions Concerning the Plan. The Administrator and any of the Administrator's delegees shall administer the Plan in accordance with its terms and shall have all powers, authority, and discretion necessary or proper for such purpose. In furtherance of this duty, the Administrator shall have the sole and exclusive power and discretion to communicate information concerning the Plan, respond to Participant inquiries regarding the Plan, make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan. Further, any individual serving in the capacity as Administrator shall be authorized to take any actions authorized under this Plan, including, without limitation, execution of any and all documents contemplated by or necessary in furtherance of the Plan and direction of the System Companies concerning all payments that shall be made pursuant to the terms of the Plan.

IN WITNESS WHEREOF, Entergy Corporation has caused this amendment and restatement to be executed by its duly authorized officer on this __ day of ________, 2007, but effective as of ___________, 2007.

Participant Information:
(Please print clearly):

                                                                                                       ___________________________________________________

__________________________________
Last Name                                                                                             First                                           M.I.        Soc. Sec. No.

Primary Beneficiary(ies)
Designation:

If you wish to
name additional
Primary
Beneficiaries,
attach a sheet
to this Form with
all necessary
information)

I, the undersigned, hereby designate the following person(s) to be my Primary Beneficiary(ies) with respect to any cash payments that may be payable to me under the NRP at the time of my death:

_______________________________________________________________________________________________________ ___________________________
Last Name First M.I. Soc. Sec. No.

____________________________________________________________ _______________________________
Street Address City State Zip Code

_______________________________________________________________________________________________________ ___________________________
Last Name First M.I. Soc. Sec. No.

____________________________________________________________ _______________________________
Street Address City State Zip Code

Note: If you name more than one Primary Beneficiary, any amount payable will be divided equally among the Primary Beneficiaries who survive you.

Contingent Beneficiary(ies)
Designation:

(If you wish to
name additional
Contingent
Beneficiaries,
attach a sheet
to this Form with
all necessary
information)

In the event that all Primary Beneficiaries predecease me, I hereby designate the following person(s) as my Contingent Beneficiary(ies):

_______________________________________________________________________________________________________ ___________________________
Last Name First M.I. Soc. Sec. No.

____________________________________________________________ _______________________________
Street Address City State Zip Code

_______________________________________________________________________________________________________ ___________________________
Last Name First M.I. Soc. Sec. No.

____________________________________________________________ _______________________________
Street Address City State Zip Code

Note: If you name more than one Contingent Beneficiary, any amount payable will be divided equally among the Contingent Beneficiaries who survive you.

Signature

Any election I have made on this form revokes all prior elections with regard to the benefits subject to this form.

_______________________ __________________________________________________________________
Date Participant's Signature

IMPORTANT:

THIS DESIGNATION OF BENEFICIARY FORM IS NOT EFFECTIVE UNTIL PROPERLY COMPLETED, SIGNED AND RECEIVED BY THE PLAN ADMINISTRATOR AT THE FOLLOWING ADDRESS:

[Insert Address]

Congratulations on your invitation to participate in the Nuclear Retention Plan!

In order to provide reinforcement to key employees that they are valued members of the Entergy Nuclear management team, and in order to remain competitive with leading industry retention programs, I am pleased to offer you the opportunity to participate in the Entergy Nuclear Retention Plan ("Plan") for the next three (3) years from the date of your proposed [insert date, such as July 1, 2007] participation commencement date. The performance period applicable to your participation shall be from [insert 3-year performance period, such as July 1, 2007 through July 1, 2010] ("Performance Period").

Your execution and return to ____ of this document by _____ is a prerequisite to your participation in the Plan for the Performance Period.

Your continued eligibility to participate in the Plan for the Performance Period will be contingent upon you remaining an active employee at or above your current performance and position level. Your eligibility for Award payments is contingent on your participation in the Plan on each of the 3 Award Dates.

As a Plan participant, you will be eligible for up to 3 cash award payments (each an "Award") with respect to the Performance Period. Your Award dates with respect to the Performance Period shall be the first, second and third anniversary dates of your commencement of participation in the Plan.

Initially, the company will establish an unfunded book entry equal to [insert total Award percentage, such as 60%] of your current base salary, to be paid to you in [insert 1/3 of total Award percentage, such as 20%] annual increments for three years. After each of your three anniversary dates of Plan participation, you will receive one third of the book entry amount, as long as you meet the Plan eligibility requirements on each such anniversary date.

At the end of the Performance Period, participation in the Plan for future performance periods may be approved in the sole discretion of the President & CEO, Entergy Nuclear. Plan participation for any future performance periods shall require a new invitation and compliance with applicable Plan terms and conditions.

In addition, all Plan participants will be reviewed by the nuclear senior executive team on at least an annual basis for continued eligibility within the Performance Period. If your performance, management level, position, title or organizational assignment changes during the course of the Performance Period, your participation may be terminated, in the sole discretion of the President & CEO, Entergy Nuclear.

Further, you may forfeit eligibility for unvested Awards under certain circumstances, including death, disability, termination of employment, or transfer to an ineligible position. In addition, if you are terminated for Cause, as defined in the Plan, or voluntarily terminate employment during a Performance Period, you will be required to repay any Awards already received for the Performance Period, upon receipt of written demand for such repayment, as you acknowledge by your signature below on this Participant Invitation.

I accept the offer to participate in the Nuclear Retention Plan for the indicated Performance Period, in accordance with the terms and conditions of the Plan. I specifically acknowledge that if within the Performance Period I voluntarily resign my employment in the Nuclear organization or I am terminated for Cause (as defined in the Plan), then, within ten (10) days of demand, I will repay any awards paid to me with respect to the Performance Period. To the extent permitted by law, I agree that, should I owe any monies pursuant to the terms of this repayment obligation, my employer is entitled, to the fullest extent allowed by law, to off-set that amount against any wages owed by employer to me in the event that the employment relationship is terminated. I additionally agree that, if Entergy refers collection of amounts owed under this repayment obligation to an attorney, then I will also be obligated to pay attorneys' fees and costs incurred by Entergy in connection with the enforcement of this obligation.

___________________________________ ___________________________
EMPLOYEE SIGNATURE DATE