PENSION EQUALIZATION PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES (As Amended and Restated Effective January 1, 2009) Certificate of Amendment Amendment No. 4

B-1.1

Plan Terms.  Except as otherwise expressly provided or as the context may clearly require, the definitions of all terms used herein shall be the same as provided in Article I of the Plan.  Where the context requires, the definition of any term set forth in the Plan shall apply with equal force and effect for purposes of interpreting and administering this Appendix.

B-1.2

Severance Program.  The term “Severance Program” shall mean an Involuntary Severance Program certified in connection with the 2013 EWC and HCM Initiatives pursuant to the Entergy System Severance Pay Plan No. 537 or Entergy System Severance Pay Plan for Officers and Directors (ML 1-5) (Plan No. 538).

B-1.3

Nature of Appendix.  This Appendix B is intended to supplement and be a part of the Plan.  The Plan as amended by this Appendix B is intended to continue to meet the requirements of Code Sections 409A and regulations thereunder.

B-1.4

Coverage of Appendix B.  This Appendix B shall apply only to those Participants who satisfy the eligibility requirements set forth in Article B-II of this Appendix B.

 

B-2.1

Eligibility Requirements.  A Participant, who is eligible to participate in this Appendix B (“Eligible Appendix B Participant”), must satisfy all of the following requirements:

(a)  

On the Participant’s Universal Separation Date (as defined in the Severance Program) the Participant is within two (2) years of meeting the age and years of service requirement under the Qualified Plan for becoming eligible for retirement under the Qualified Plan;

(b)  

The date of the Participant’s Separation from Service Date is not more than six (6) months from the Participant’s Universal Separation Date (as defined in the Severance Program);

(c)  

On the date of the Participant’s Separation from Service Date the Participant is not eligible for retirement under the Qualified Plan; and

(d)  

The Participant’s Separation from Service must result from termination from System Company employment pursuant to the Severance Program.

(a)  

An Eligible Appendix B Participant who on his Separation from Service has not attained age fifty-five (55) shall be imputed with the greater of the following:

(1)  

the number of years of service not to exceed two (2) years of service which would be required for the Eligible Appendix B Participant to retire under the Qualified Plan as of the date of his Separation from Service; and

(2)  

the number of years of service not to exceed two (2) years of service for the period between the Eligible Appendix B Participant’s age as of the date of his Separation from Service and the date the Eligible Appendix B Participant will attain age fifty-five (55).

(b)  

An Eligible Appendix B Participant who on the date of his Separation from Service has attained age fifty-five (55) but has not attained age sixty-three (63) shall be imputed with the number of years of service not to exceed two (2) years of service which would be required for the Eligible Appendix B Participant to retire under the Qualified Plan as of the date of his Separation from Service.

(c)  

An Eligible Appendix B Participant who on the date of his Separation from Service has attained age sixty-three (63) shall be imputed with the lesser of the following:

(1)  

the number of years of service not to exceed two (2) years of service which would be required for the Eligible Appendix B Participant to become eligible for early retirement under the Qualified Plan as of the date of his Separation from Service; and

(2)  

the number of years of service not to exceed two (2) years of service for the period between the Eligible Appendix B Participant’s age as of the date of his Separation from Service and the date the Eligible Appendix B Participant will attain age sixty-five (65).

B-3.2

(a)  

For purposes of computing Present Value in Section 1.23 for an Eligible Appendix B Participant, Subsection 1.23(a) shall apply as if the Eligible Appendix B Participant were eligible for retirement under the Qualified Plan at Separation from Service.

(b)  

For purposes of computing Present Value in Subsection 1.23(a), if an Eligible Appendix B Participant has not attained age fifty-five (55) as of his Income Payment Date, then the Qualified Plan’s early retirement reduction factors on the date the Eligible Appendix B Participant would have attained age fifty-five (55) shall apply to further reduce the applicable benefit to the Eligible Appendix B Participant’s Income Payment Date.

B-4.1

Imputed Service Included in Calculating Benefits.  Additional years of service which are imputed pursuant to Article B-III, shall be taken into account as additional benefit service for purposes of computing the benefit under (a) this Plan and (b) the Qualified Plan. Taking into account imputed service shall not in any manner impact the amount the Eligible Appendix B Participant is entitled to receive under any qualified defined benefit pension plan, trust, or other arrangement sponsored by any System Company.