PLAN OF MERGER OF ENTERGY GULF STATES POWER, LLC AND ENTERGY GULF STATES LOUISIANA, LLC

The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:

The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:

This Plan has been approved as required by Chapter 10 of the Texas Business Organizations Code (the “Code”).

The effective time of the Merger shall be as specified in the Certificate of Merger (the “Effective Time”).

The terms and conditions of the Merger are as follows:

All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time), real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by EGS LLC immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be allocated to and vested in EGSP, except that the following shall be retained by EGS LLC (the “EGS LLC Retained Assets”):

all of the Units of Class B Common Membership Interests (as that term is defined in the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC, dated September 19, 2015) of Entergy Holdings Company LLC, a Delaware limited liability company, held by EGS LLC immediately prior to the Effective Time;

all Units of Common Membership Interest (as that term is defined in the Company Agreement of EGSP, dated July 31, 2015 (the “EGSP Company Agreement”)) of EGSP held by EGS LLC immediately prior to the Effective Time;

all of EGS LLC’s right, title and interest in that certain Service Agreement by and between Entergy Services, Inc. and EGS LLC (f/k/a Entergy Gulf States Louisiana, L.L.C.) dated as of January 1, 2008; and

the bank accounts listed on Schedule B and all funds held in such accounts immediately prior to the Effective Time;

All Liabilities (as hereinafter defined) of EGS LLC including, without limitation, all Liabilities of EGS LLC for Decommissioning (as herein-after defined) and to store, maintain and dispose of nuclear material located at, in, on or under the Site (as herein-after defined), immediately prior to the Effective Time shall be allocated to and vested in EGSP (the “EGSP Assumed Liabilities”), except the following shall be retained by EGS LLC (collectively, the “EGS LLC Retained Liabilities”):

the Liabilities that are specifically related to the EGS LLC Retained Assets; and

the Liabilities related to any fees and franchise taxes required by law to be paid by EGS LLC for all periods prior to the Effective Time (as further described in Section 10);

All assets, including real estate and other property (tangible and intangible, movable and immovable), including but not limited to any funds held in those bank accounts in the name of EGSP as of the Effective Time, owned, held, leased, and claimed by EGSP immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be retained by and vested in EGSP; and

All Liabilities of EGSP immediately prior to the Effective Time (the “Pre-Effective Time EGSP Liabilities”) shall be allocated to and vested in EGSP.

All allocations of rights, titles, and interests to all real estate and other property shall be subject to all existing liens or other encumbrances thereon (except as released by express release prior to or upon the Effective Time) and all exceptions, easements, servitudes, rights-of-way, rights of use, releases, encroachments, reservations, joint ownership agreements, joint operating agreements, joint use agreements, options, and other agreements affecting such property as of the Effective Time, whether or not of record. All allocations of real and tangible personal property (movable or immovable) of EGS LLC are made AS IS, WHERE IS, WITH ALL FAULTS, AND ALL WARRANTIES (EXPRESS AND IMPLIED) WITH RESPECT TO CONDITION, DEFECTS (LATENT OR PATENT), MERCHANTABILITY, HABITABILITY, AND FITNESS FOR ANY PURPOSE OF ANY ALLOCATED PROPERTY ARE EXPRESSLY DISCLAIMED, including, without limitation, the warranty against redhibitory defects provided by Louisiana Civil Code Articles 2520 et seq., and the warranty of fitness for intended uses under Louisiana Civil Code Article 2475, and without recourse. Each of EGS LLC and EGSP irrevocably waives and relinquishes any rights it may have to rescind or otherwise set aside the allocation of all or any part of the property allocated due to the resolutory condition under Louisiana Civil Code Art. 2561 or otherwise arising out of the failure of EGS LLC or EGSP to pay or perform any liability or obligation allocated to it or any other obligation that is obligated to pay or perform and any vendor’s lien arising out of this allocation. Each of EGS LLC and EGSP waives production of mortgage and conveyance certificates, tax researches, surveys, and any and all other certificates required by law or custom.

Following the Merger and implementation of this Plan, the member of EGS LLC shall continue to be the member of EGS LLC with the same ownership rights and interests as it had in EGS LLC immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of EGSP shall continue to be the member of EGSP with the same ownership rights and interests as it had in EGSP immediately prior to the Merger.

Following the Merger and implementation of this Plan, those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Company Agreement of EGS LLC dated as of September 21, 2015) of EGS LLC and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the EGSP Company Agreement) of EGSP and shall serve on the Board of Directors of the respective entity until such time that new Directors are elected for such entity.

Following the Merger and implementation of this Plan, those persons identified as officers on the attached Exhibit A shall be the officers of EGS LLC and those persons identified as officers on Exhibit B shall be the officers of EGSP and shall serve as officers of the respective entity until such time that new officers are elected or appointed for such entity.

To satisfy the requirements of Section 10.156(2) of the Code, EGSP and EGS LLC agree that each will be responsible for the timely payment of all of their respective fees and franchise taxes that would have been required by law to be paid by each of them for all periods prior to the Effective Time as if the merger had not occurred, regardless of whether such fees and franchise taxes have not been timely paid. Each surviving entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.

To the extent not released, EGSP shall be the primary obligor for the EGSP Assumed Liabilities under this Plan. To the extent not released, EGS LLC shall have continuing liability on the EGSP Assumed Liabilities to the extent provided by law, provided that, as between EGS LLC and EGSP, EGS LLC

At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the party to the Merger, without member action, by (a) execution of a statement of abandonment by any officer of EGS LLC or in any other manner determined by the Board of Directors of EGS LLC; and (b) if the Certificate of Merger has been filed but the Effective Time has not yet occurred, filing by EGS LLC of such statement with the Secretary of State of Texas prior to the Effective Time.

EGS LLC reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules, if any) and the Certificate of Merger prior to the Effective Time, and if such right is exercised the Plan and Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and Certificate of Merger that become effective as of the Effective Time.

A copy of this Plan will be furnished by each surviving entity, on written request and without cost, to any member of each limited liability company that is a party to or created by this Plan, and to any creditor or obligee of the party to the Merger at the time of the Merger if such obligation is then outstanding.

EGS LLC and EGSP will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further instruments, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

It is the intent of EGS LLC and EGSP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in EGSP pursuant to this Plan include all rights, privileges, powers and franchises of EGS LLC including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, EGS LLC and EGSP have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the allocation of assets, other property, and obligations pursuant to this Plan is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All assets, other property, and obligations allocated to and vested in EGSP pursuant to this Plan, and the attorney-client relationships, work product, and communications relating to those assets, properties, and obligations that are entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges.