SYSTEM EXECUTIVE RETIREMENT PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES (As Amended and Restated Effective January 1, 2009) Certificate of Amendment Amendment No. 5

Section 1.21, the definition of “Key Employee,” is clarified to read as follows:

“Key Employee” shall mean a “Key Employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Administrator, in its sole discretion, in a manner consistent with the regulations issued under Code Section 409A.”

The following clarifying change is made to Section 1.23, the definition of “Normal Retirement Date.” As clarified, Section 1.23 reads as follows:

“Normal Retirement Date” shall mean the date on which a Participant, who has attained age sixty-five (65) elects to Retire from Service.”

Section 1.24, the definition of “Participant,” is amended by adding the following sentence at the end thereof:

Section 1.32, the definition of “Retirement,” “Retires,” Retire,” or “Retired from Service,” is clarified to read as follows:

“Retirement,” “Retires,” “Retire,” “Retire from Service” shall mean the retirement of a Participant from employment with the Employer in accordance with Article II, provided that such Participant has a separation from service which meets the requirements of the Code Section 409A and regulations thereunder.”

The first sentence of Section 2.05, “Participation in Additional Non-Account Balance Plans,” is amended to read as follows:

Section 2.05(c) is amended in its entirety to read as follows:

Timing of Benefit Payments. A Participant’s benefit commencement date shall be the same under this Plan, the PEP, the SRP, and the Cash Balance Equalization Plan of Entergy Corporation and Subsidiaries, to the extent applicable.”

Section 2.07, “Inactive Participant,” is amended by modifying the first sentence thereof to read as follows:

Section 3.01, Single-Sum Form of Payment, is clarified to read as follows:

Single-Sum Form of Payment. Subject to the remaining Sections of this Article III, a Participant’s Plan benefit shall be payable in the form of a single-sum distribution equal in amount to the Present Value of the Participant’s Benefit Base determined under Section 2.01. Payment of such single-sum benefit shall be made as soon as reasonably practicable following the Participant’s applicable Income Payment Date (i.e., on the Income Payment Date of the earlier to occur of the Participant’s Separation from Service Date, Early Retirement Date or Normal Retirement Date). In all events, distribution shall be made no later than the end of the calendar year in which such Income Payment Date occurs or, if later, by the 15th day of the third calendar month following such Income Payment Date.”

Section 3.03, Code Section 409A Delayed Payments, is clarified to read as follows:

Code Section 409A Delayed Payments. Notwithstanding any Plan provision to the contrary, no Plan benefits shall be paid to a Participant who is a Specified Employee at the time of his Retirement or Separation from Service until the earlier of the Participant’s death or six months following the Participant’s Retirement or Separation from Service. If distribution is delayed pursuant to this Section 3.03, the delayed distribution amount shall be credited with investment returns to the payment date as if such amount were invested in the Entergy Stable Income Fund or such other investment fund as from time-to-time may be designated in advance and in writing by the Administrator. The full amount of the Participant’s delayed distribution amount, including investment returns deemed credited pursuant to this Section 3.03, shall be distributed to the Participant as soon as reasonably practicable after the first day of the first month next following the

Section 4.02, Form and Timing of Death Benefit Payment, is clarified to read as follows:

Form and Timing of Death Benefit Payment. The death benefit payable under this Article IV shall be paid in a single-sum distribution as soon as reasonably practicable following the first day of the first month next following the death of the Participant (i.e., the “Beneficiary’s Income Payment Date”). In all events, the single-sum payment shall be made no later than the end of the calendar year that includes the Beneficiary’s Income Payment Date, or, if later, by the 15th day of the third calendar month following the Beneficiary’s Income Payment Date.”

Section 7.03, Benefit Amount and Income Payment Date, is clarified to read as follows:

Benefit Amount and Income Payment Date. Notwithstanding any Plan provision to the contrary except Section 3.03, if during a Change in Control Period there should occur a Qualifying Event with respect to a Participant and if there does not occur a forfeiture event described in Section 7.02, the Participant’s Plan benefit amount, if payable under Subsection 2.05(b), shall be determined according to Section 2.03 (subject to Section 2.07 in the case of an inactive Participant) without regard to that Section’s eligibility requirements. Notwithstanding the provisions of Article II or Article III to the contrary, such Participant’s Income Payment Date shall be as soon as reasonably practicable following the first day of the first month next following the Participant’s Qualifying Event, subject to the delay requirement set forth in Section 3.03 to the extent applicable. In determining the death benefit provided under Article IV, the Participant will be deemed to have met the five (5) actual Years of Service requirement regardless of his actual Years of Service. In all events, distributions shall be made no later than the end of the calendar year that includes the first day of the first month next following the Qualifying Event or, if later, by the 15th day of the third calendar month following the first day of the first month next following the Participant’s Qualifying Event.”

Section 8.10 of the Plan, “Judicial Proceedings for Benefits,” is clarified to read as follows:

Judicial Proceeding for Benefits. In order to institute any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, a claimant/appellant must initiate such action or proceeding within 90 days from the later of: (i) the earlier of (a) the date of the adverse appeal notification from the Claims Appeal Administrator or (b) 120 days from the date the appeal is received by the Claims Appeal Administrator, and (ii) the end of the 60 days in which a claimant has to appeal an adverse benefit determination, as described in Section 8.09. Notwithstanding the foregoing, a claimant must exhaust all procedures set forth herein prior to instituting any action or proceeding in any state or federal court of law or equity, or before any administrative tribunal or arbitrator, for a claim for benefits under the Plan.”

Section 9.02(d), regarding restrictions on amendment or termination, is clarified to read as follows:

Unless agreed to in writing and signed by the affected Participant and by the Plan Administrator, no provision of this Plan may be modified, waived or discharged during the period after the Potential Change in Control and before the earlier of: (i) the expiration of the two-year period commencing on the date of a Potential Change in Control, or (ii) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.”