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

ELL and Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (“EGSL”), have obtained approval from (1) the Louisiana Public Service Commission (the “LPSC”) pursuant to In Re: Potential Business Combination of Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C., Commission Order No. U-33244-A dated September 14, 2015 and (2) the Federal Energy Regulatory Commission (“FERC”) pursuant to that certain Order Authorizing Disposition of Jurisdictional Facilities, Entergy Louisiana, LLC, and Entergy Gulf States Louisiana, L.L.C., 151 FERC §62,018 (2015) an order dated April 3, 2015 in Docket No. EC15-47-000 to combine substantially all of the assets and liabilities of ELL and EGSL into a single public utility to be named Entergy Louisiana, LLC, pursuant to a series of actions (the “Business Combination”).

In order to effect the Business Combination as approved by the LPSC and FERC, (1) EGSL was converted from a Louisiana limited liability company to a Texas limited liability company named “Entergy Gulf States Louisiana, LLC”, (2) ELL will allocate substantially all of its assets to ELP which is a subsidiary of ELL, and ELP will assume substantially all of the liabilities of ELL, pursuant to a merger under the Texas Business Organizations Code (together with any successor statute, as amended from time to time, the “Code”) (“ELL/ELP Merger”), (3) EGS LLC will allocate substantially all of its assets to EGSP, and EGSP will assume substantially all of the liabilities of EGS LLC, pursuant to a merger under the Code (the “EGS LLC/EGSP Merger”), (4) ELL and EGS LLC will contribute (a) 100% of the membership interests of ELP and EGSP, respectively, and (b) 100% of the Units of Class B Common Membership Interests (as defined in the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC, dated September 19, 2015 (the “EHCL LLC Agreement”)) of Entergy Holdings Company LLC, a Delaware limited liability company (“EHCL”), held by ELL and EGS LLC at the time of such contribution to LP&L LLC in exchange for Units of Common Membership Interests (as defined in the Amended and Restated Company Agreement of LP&L, LLC adopted on September 14, 2015 (the “LP&L Company Agreement”)) of LP&L LLC (the “LP&L Contributions”), (5) simultaneous with the LP&L Contributions, LP&L LLC will issue and sell Units of Series A Preferred Membership Interests (as defined in the LP&L Company Agreement).

To further effect the Business Combination, following the transactions described above, EGSP will merge with and into ELP with ELP surviving such merger.

As the final step in the Business Combinations, ELL will change its name to “EL Investment Company, LLC”, LP&L LLC will change its name to “Entergy Utility Holding Company, LLC”, and ELP will change its name to “Entergy Louisiana, LLC”.

As described above and as of the Effective Time (as hereinafter defined), Merging Entity and Surviving Entity will be wholly owned by LP&L LLC. Merging Entity, Surviving Entity, ELL (in its capacity as the sole member of the Surviving Entity as of the date hereof), EGS LLC (in its capacity as the sole member of the Merging Entity as of the date hereof), and LP&L LLC (in its capacity as the anticipated sole member of the Merging Entity and the Surviving Entity as of the Effective Time) desire to merge Merging Entity into Surviving Entity upon the terms and conditions of this Plan (the “Merger”).

The Boards of Directors of EGSP and ELP have approved the Merger and this Plan and ELL, EGS LLC, and LP&L LLC have consented to the Merger and this Plan.

NOW, THEREFORE, the parties agree as follows:

Parties to Merger.

Surviving Entity.

Merger Treatment of Outstanding Membership Interests.

Surviving Entity. The outstanding membership interests of Surviving Entity will remain outstanding and are not affected by the Merger.

Merging Entity. The outstanding membership interests of Merging Entity will be cancelled without consideration.

Conditions to Merger.

Board and Member Approvals.

Surviving Entity. This Plan was duly approved by Surviving Entity’s Board of Directors, ELL (in its capacity as the sole member on the date of this Plan), and LP&L LLC (in its capacity as the anticipated sole member at the Effective Time) by a vote that equaled or exceeded the vote required by the Code and Surviving Entity’s governing documents.

Merging Entity. This Plan was duly approved by Merging Entity’s Board of Directors, EGS LLC (in its capacity as the sole member on the date of this Plan), and LP&L LLC (in its capacity as the anticipated sole member at the Effective Time) by a vote that equaled or exceeded the vote required by the Code and Merging Entity’s governing documents.

Certificate of Merger.

Effective Time.

Abandonment.

Allocation of Rights, Assets and Liabilities to Surviving Entity.

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 Merging Entity 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 Surviving Entity without reversion or impairment, any further act or deed, or any transfer or assignment having occurred; and

all Liabilities (as hereinafter defined) of the Merging Entity including, without limitation, all Liabilities of EGSP 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), will be allocated to and assumed by Surviving Entity in the same manner as if Surviving Entity had itself incurred them.

Texas Franchise Taxes.

Officers and Directors of Surviving Entity.

Further Assurances.

Amendment.

Counterparts.

Governing Law.