PENSION EQUALIZATION PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES (As Amended and Restated Effective January 1, 2009) Executed:December 18, 2008 PENSION EQUALIZATION PLAN OF ENTERGY CORPORATION AND SUBSIDIARIES (As Amended and Restated Effective January 1, 2009)

1.01  

 “Administrator” shall mean the Personnel Committee of the Board of Directors, or such other individuals or committee as shall from time to time be designated in writing as the administrator of the Plan by the Personnel Committee.  The Administrator shall be the “plan administrator” for the Plan within the meaning of ERISA.  Notwithstanding the foregoing, from and after the date immediately preceding the commencement of a Change in Control Period, the “Administrator” shall mean (a) the individuals (not fewer than three in number) who, on the date six months before the commencement of the Change in Control Period, constitute the Administrator, plus (b) in the event that fewer than three individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided, however, that the maximum number of individuals constituting the Administrator shall not exceed six. The term “Administrator” shall for Plan administrative purposes include the Entergy Corporation Senior Vice President, Human Resources and Administration, to whom the Personnel Committee has delegated the authority to act on its behalf with respect to all Plan administrative matters.

1.02  

 “Beneficiary” shall mean Participant’s beneficiary or joint annuitant, as applicable, under the Qualified Plan.

1.03  

“Board of Directors” shall mean the Board of Directors of Entergy Corporation.

1.04  

“Change in Control” shall mean:

(a)  

the purchase or other acquisition by any person, entity or group of persons, acting in concert within the meaning of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Act”), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of twenty-five percent (25 %) or more of either the shares of common stock outstanding immediately following such acquisition or the combined voting power of Entergy Corporation's voting securities entitled to vote generally and outstanding immediately following such acquisition, other than any such purchase or acquisition in connection with a Non-CIC Merger (defined in Subsection (b) below);

(b)  

the consummation of a merger or consolidation of Entergy Corporation, or any direct or indirect subsidiary of Entergy Corporation with any other corporation, other than a Non-CIC Merger, which shall mean a merger or consolidation immediately following which the individuals who comprise the Board of Directors immediately prior thereto constitute at least a majority of the Board of Directors, or the board of directors of the entity surviving such merger or consolidation, or the board of directors of any parent thereof (unless the failure of such individuals to comprise at least such a majority is unrelated to such merger or consolidation);

(c)  

the stockholders of Entergy Corporation approve a plan of complete liquidation or dissolution of Entergy Corporation or there is consummated an agreement for the sale or disposition by Entergy Corporation of all or substantially all of Entergy Corporation’s assets; or

(d)  

any change in the composition of the Board of Directors such that during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Entergy Corporation) whose appointment or election by the Board of Directors or nomination for election by Entergy Corporation's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such two consecutive year period or whose appointment, election or nomination for election was previously so approved or recommended, cease f or any reason to constitute at least a majority thereof.

 “Change in Control Period” shall mean the period commencing on the date of a Potential Change in Control and ending on the  earlier of: (a) twenty-four (24) calendar months following the Change in Control event, or (b) the date on which the Change in Control event contemplated by the Potential Change in Control is terminated.

1.06  

 “Claims Administrator” shall mean the Administrator or its delegate responsible for administering claims for benefits under the Plan.

1.07  

 “Claims Appeal Administrator” shall mean the Administrator or its delegate responsible for administering appeals from the denial or partial denial of claims for benefits under the Plan.

1.08  

“Code” shall mean the Internal Revenue Code of 1986, as amended.

1.09  

“Combined Benefit” shall mean the combined monthly retirement income to which a Participant would be entitled under the Qualified Plan and Subsection 3.02(a) (or Subsection 3.02(f) with respect to those Participants listed in Schedule I) of this Plan, computed as though he elected the Life Annuity Option.

1.10  

“Eligible Employee” shall mean an Employee who satisfies the eligibility requirements of Section 2.01.

1.11  

“Employee” shall mean any person who is covered by a System Company’s payroll.

1.12  

“Employer” shall mean the System Company that has adopted the Plan and with which the Participant is last employed on or before the Participant’s retirement or termination of employment.

1.13  

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.14  

“Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events during the Change in Control Period:

(a)  

the substantial reduction or alteration in the nature or status of the Participant's duties or responsibilities from those in effect on the date immediately preceding the first day of the Change in Control Period, other than an insubstantial and inadvertent act that is remedied by the System Company employer promptly after receipt of notice thereof given by the Participant and other than any such alteration primarily attributable to the fact that Entergy Corporation may no longer be a public company;

(b)  

 a reduction of 5% or more in Participant’s annual rate of base salary as in effect immediately prior to commencement of a Change in Control Period, which shall be calculated exclusive of any bonuses, overtime, or other special payments, but including the amount, if any, the Participant elects to defer under: (1) a cash or deferred arrangement qualified under Code Section 401(k); (2) a cafeteria plan under Code Section 125; (3) the Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, or any successor or replacement plan; and (4) any other nonqualified or statutory deferred compensation plan, agreement, or arrangement in which the Participant may hereafter participate or be a party;

(c)  

requiring Participant to be based at a location outside of the continental United States and other than his primary work location as it existed on the date immediately preceding the first day of the Change in Control Period, except for required travel on business of any System Company to an extent substantially consistent with the Participant's present business obligations;

(d)  

failure by System Company employer to continue in effect any compensation plan in which Participant participates immediately prior to the commencement of the Change in Control Period which is mate­rial to Participant’s total compensation, including but not limited to compensation plans in effect, in­cluding stock option, restricted stock, stock appreciation right, incentive compensation, bonus and other plans or any substitute plans adopted prior to the Change in Control Period, unless an equitable arrangement (embodied in an ongo­ing substitute or alternative plan) has been made with respect to such plan, or the failure by System Company employer to continue Participant's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant’s participation rela­tive to other participants, as existed immedi­ately prior to the Change in Control; or

(e)  

failure by System Company employer to continue to provide Participant with benefits similar to those enjoyed by Participant under any of the System Company's pen­sion, savings, life insurance, medical, health and accident, or disability plans in which Participant was participating immediately prior to the Change in Control Period, the taking of any other action by a System Company employer which would directly or indi­rectly materially reduce any of such benefits or deprive Participant of any material fringe benefit enjoyed by Participant immediately prior to commencement of the Change in Control Period, including a material reduction in the number of paid vacation days to which Participant is entitled on the basis of years of service with the System in accordance with the System Company's normal vacation policy in effect at the time of the Change in Control.

1.15  

"Income Payment Date" shall mean the first day of the first month next following the Participant’s Separation from Service.

“Key Employee” shall mean one of the following: (a) an officer of the Employer having annual compensation greater than $140,000 (adjusted for inflation pursuant to Code Section 416(i) and limited to the top 50 Employees), (b) a five percent owner of the Employer, or (c) a one percent owner of the Employer having annual compensation from the Employer of more than $150,000, subject to such other determinations made by the Administrator, in its sole discretion, in a manner consistent with the regulations issued under Code Section 409A.

1.17  

“Life Annuity Option” shall mean a single life annuity form of payment for the life of the Participant, regardless of whether such form of payment is available to Participant under the Qualified Plan.

1.18  

“Participant” shall mean an Eligible Employee who satisfies the requirements for participation in this Plan as set forth in Section 2.02.

1.19  

 “Participant Application” shall mean the written application for Supplemental Credited Service under the Plan between an Eligible Employee and the Administrator, which application shall be part of the Plan.  Participant Applications executed after January 1, 2009 shall be in substantially the same form as the attached Appendix A, as may be amended from time to time by the Administrator.

1.20  

“Personnel Committee” shall mean the Personnel Committee of the Board of Directors.

1.21  

“Plan” shall mean this Pension Equalization Plan of Entergy Corporation and Subsidiaries, generally effective as of January 1, 2009, and any amendments, supplements or modifications from time to time made hereto in accordance with Sections 8.01 and 8.02.

1.22  

“Potential Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(a)  

Entergy Corporation or any affiliate or subsidiary company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; or

(b)  

the Board of Directors adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred; or

(c)  

any System Company or any person or entity publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or

(d)  

any person or entity becomes the beneficial owner (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time), either directly or indirectly, of securities of Entergy Corporation representing 20% or more of either the then outstanding shares of common stock of Entergy Corporation or the combined voting power of Entergy Corporation’s then outstanding securities (not including in the calculation of the securities beneficially owned by such person or entity any securities acquired directly from Entergy Corporation or its affiliates).

1.23  

“Present Value” shall mean, for purposes of determining the amount of a Participant’s single-sum payment under this Plan, the actuarial present value of the Participant’s monthly retirement income payable in the form of a Life Annuity Option commencing as of the date set forth in Subsection 1.23(a) or (b), as applicable, and based on the same interest and mortality assumptions used in the Qualified Plan for computing the present value of benefits (for purposes of the involuntary cash-out rules).

 

(a) With respect to a Participant eligible for retirement under the Qualified Plan at Separation from Service, for purposes of computing Present Value, benefits are assumed to commence as of the Participant’s Income Payment Date (reflecting the applicable Qualified Plan’s early retirement reduction factors on such date) for purposes of computing the benefit under (i) this Plan, (ii) the Qualified Plan (regardless of the actual benefit commencement date elected under the Qualified Plan) and, if applicable, (iii) any offsetting benefit under a predecessor employer(s)’ plan(s); and

 

(b) With respect to a Participant with a vested termination benefit under this Plan who is not eligible for retirement under the Qualified Plan, for purposes of computing Present Value, benefits are assumed to commence as of the earliest possible date under the Qualified Plan (reflecting the applicable Qualified Plan’s term vested reduction factors on such date) for purposes of computing the benefit under (i) this Plan, (ii) the Qualified Plan (regardless of the actual benefit commencement date elected under the Qualified Plan) and, if applicable, (iii) any offsetting benefit under a predecessor employer(s)’ plan(s).

1.24

“Qualified Plan” shall mean the qualified defined benefit pension plan maintained by a System Company, as such Qualified Plan may from time to time be amended and, except as otherwise provided in Section 3.02(f), in which Participant is a participant.

1.25

“Qualifying Event” shall mean the occurrence of one of the following within the Change in Control Period:

(a)  

The Participant’s employment is terminated by Employer other than for Cause (as defined in Section 6.01(a)); or

 

For purposes of this Plan, the following shall not constitute Qualifying Events:

1.26

“Separation from Service," "Separates from Service," or "Separated from Service" shall mean the separation of a Participant from employment with the System determined in accordance with the requirements of Code Section 409A and regulations thereunder.

1.27

“Specified Employee” shall mean a Participant who is a Key Employee of the Employer at a time when the Employer or a member of any controlled group of corporations that includes the Employer is publicly traded on an established securities market whether inside or outside the United States.  Whether a participant is a Specified Employee shall be determined under rules established by the Administrator in accordance with regulations under Code Section 409A.  All determinations by the Administrator with regard to whether a Participant is a Specified Employee shall be final and binding on the Participant for purposes of the Plan.

1.28

“Supplemental Credited Service” shall mean additional service the Administrator’s delegate, in consultation with the Employer and in their sole discretion, may grant to a Participant in computing his benefit service (but for no other purposes unless specifically approved as above and set forth in the Participant Application) under this Plan after consideration of Participant’s prior service with utilities, utility service companies, or other employment considered to be helpful in Participant’s work with a System Company as specifically set forth in and evidenced by the Participant Application.

1.29

“System” shall mean Entergy Corporation and all other System Companies and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 8.03.

1.30

“System Company” shall mean Entergy Corporation and any corporation whose stock is 80% or more (based on voting power or value) owned, directly or indirectly, by Entergy Corporation and any partnership or trade or business which is 80% or more controlled, directly or indirectly, by Entergy Corporation, and, except in determining whether a Change in Control has occurred, shall include any successor thereto as contemplated in Section 8.03 of this Plan.

1.31

“System Management Level” shall mean the applicable management level set forth below:

(a)  

System Management Level 1 ( Chief Executive Officer and Chairman of the Board of Entergy Corporation);

(b)  

System Management Level 2 (Presidents and Executive Vice Presidents within the System);

(c)  

System Management Level 3 (Senior Vice Presidents within the System); and

(d)  

System Management Level 4 (Vice Presidents within the System).

Eligible Employees.  An Employee who is a participant in a Qualified Plan shall be eligible for benefits under this Plan only if he is a member of his Employer’s select group of management or highly compensated employees.  Such Employee shall be eligible for benefits under this Plan attributable to one or more of the following: (a) the grant of Supplemental Credited Service; (b) the inclusion of additional types of compensation described in Section 3.02 (c); and (c) the maximum limitations imposed on the Qualified Plan by Code Sections 401(a)(17) and/or 415.

Participation. An Eligible Employee shall become a Participant in the Plan if the Eligible Employee is a participant in a Qualified Plan.  A Participant shall be eligible to receive Supplemental Credited Service under this Plan only if he executes a Participant Application and files it with the  Administrator within the time frame established by the  Administrator (as noted on the Participant Application), and provided that such Participant Application is approved and accepted in writing by the  Administrator.

General.  Benefits determined under this Article III shall be reduced by the amount of benefits previously paid under this Plan (such as in the case of the reemployment of a Participant).  No provision of the Plan shall in any way be construed as any amendment to any Qualified Plan, and to the extent the qualified status under federal law of any Qualified Plan is threatened by any provision of, or payment under, this Plan, the Plan shall be automatically reformed to the extent necessary to ensure the continuation of the qualified status of the Qualified Plan.

(a)  

Basic Excess Benefit. Subject to the remaining Subsections of this Section 3.02 and Subsection 4.01(c), each Participant who is fully vested in his Qualified Plan benefit, shall be entitled to a single-sum payment under this Plan equal to the Present Value of the excess of (1) over (2), where (1) and (2) are as follows:

 

the monthly retirement income that would have been payable to the Participant as a Life Annuity Option under the Qualified Plan, by taking into account any additional earnings and compensation described in Subsection 3.02(c) and without regard to any provisions contained in the Qualified Plan relating to a maximum limitation on pension benefits imposed under Code Sections 401(a)(17) and/or 415; and

 

(2)

the monthly retirement income payable to the Participant as a Life Annuity Option under the Qualified Plan.

(b)  

Supplemental Credited Service Benefit. Subject to the forfeiture provisions of Section 3.02(e), a Participant who is granted Supplemental Credited Service under the terms and conditions set forth in his Participant Application, in addition to any basic excess benefit provided under Subsection 3.02(a), shall be entitled to a single-sum payment under this Plan equal to the Present Value of the excess of (1) over the sum of (2) and (3), where (1), (2), and (3) are as follows:

(1)  

the Participant’s Combined Benefit, but computed as though he were entitled to have his years of benefit service (as defined in the Qualified Plan for benefit accrual purposes) increased by his Supplemental Credited Service;

(2)  

the Participant’s Combined Benefit, computed without regard to any Supplemental Credited Service; and

(3)  

if set forth in the Participant Application, the monthly payment to which the Participant is entitled under the defined benefit pension plan(s) of Participant’s predecessor employer(s), or their successors or assigns, computed as if the Participant had elected the Life Annuity Option.

(c)  

Earnings and Compensation Taken into Account.  Solely for purposes of determining benefits under this Plan, a Participant’s earnings or compensation considered in determining the amount of monthly retirement income that would have been payable under any applicable underlying Qualified Plan(s) shall be deemed to also include the following:

(1)  

for any calendar year commencing on or after January 1, 1995 the amount of incentive compensation paid to the Participant on or after January 1, 1995 and pursuant to the terms of the Executive Annual Incentive Plan and the Management Incentive Plan sponsored by Entergy Corporation, as such plans may from time-to-time be amended; and

(2)  

for any calendar year commencing on or after January 1, 1997, the amount, if any, of base salary and incentives payable on or after January 1, 1997 and otherwise included either in earnings or compensation under the applicable Qualified Plan or under this Plan in accordance with Subsections 3.02(c)(1) and (2), but which the Participant elects to defer under any nonqualified deferred compensation plan, agreement, or other arrangement in which the Participant may participate or be a party thereto.

(d)  

Death Benefit.  Except as otherwise provided in Subsection 4.01(c), in the event of a Participant’s death prior to his Income Payment Date, the Participant’s Beneficiary shall receive a death benefit under this Plan in a single-sum amount equal to the Present Value of the excess of (1) over (2), where (1) and (2) are as follows:

 

the monthly pre-retirement death benefit that would have been payable under the Qualified Plan, but determined taking into account any Supplemental Credited Service granted to the Participant in accordance with  Subsection 3.02(b), any additional eligible earnings and compensation described in Subsection 3.02(c), and without regard to any provisions contained in the Qualified Plan relating to a maximum limitation on pension and/or death benefits imposed under Code Sections 401(a)(17) and/or 415; and

 

(2)

the monthly pre-retirement death benefit actually payable to the Beneficiary under (i) the Qualified Plan and (ii) if Supplemental Credited Service was credited to the Participant under this Plan, under the defined benefit pension plan(s) of the Participant’s predecessor employer(s), or their successors or assigns

(e)  

Forfeiture of Supplemental Credited Service Benefit.  Except as otherwise provided in Section 6.02 to the contrary in the event of a Change in Control, a Participant otherwise entitled to a Supplemental Credited Service benefit under this Plan shall cease to be so entitled, and shall repay the amount of any Plan benefit attributable to Supplemental Credited Service that he may have previously received hereunder upon the occurrence of one or more of the following events:

(1)  

Participant, without his Employer’s prior written consent, resigns his System Company employment (other than for the purpose of transferring to another System Company) prior to his attainment of age sixty-five (65); or

(2)  

Participant is terminated from System employment for cause.  For purposes of this Subsection 3.02(e), termination “for cause” shall mean:

(i)  

a material violation by Participant of any agreement between Participant and any System Company; or

a material violation of the employer-employee relationship existing between Participant and a System Company employer at the time, including, without limitation, breach of confidentiality or moral turpitude; or

a material failure by Participant to perform the services required of him pursuant to any agreement between Participant and any System Company, or, if there is no such agreement, a material failure by Participant to perform the reasonable customary services of an employee holding the type of position he holds at the time; or

an act of embezzlement, theft, defalcation, larceny, material fraud, or other acts of dishonesty by the Participant; or

a conviction of Participant or Participant’s entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may have a material adverse affect on his ability to carry out his duties or upon the reputation of any System Company.

(f)  

Qualified Plan Benefit Formula Applicable to Certain Employees. In lieu of the Plan benefits provided pursuant to Subsections 3.02(a) and (b), if applicable, but subject to the remaining terms and conditions set forth in this Plan, each Participant listed in Schedule I shall be entitled to a single-sum payment under this Plan equal to the difference between the Present Value of the excess of (1) over (2), where (1) and (2) are as follows:

(1) 

the Participant’s monthly retirement income that would have been payable as a Life Annuity Option had he remained during his entire System Company employment an active Participant in Appendix C of the Entergy Corporation Retirement Plan II for Non-Bargaining Employees (“Appendix C –Qualified Plan II”) taking into account, if applicable, any Supplemental Credited Service described under Subsection 3.02(b), any additional eligible earnings and compensation described under Subsection 3.02(c), and without regard to any provision contained in Appendix C – Qualified Plan II relating to a maximum limitation on pension benefits imposed under Code Sections 401(a)(17) and/or 415; and

(2)  

the monthly retirement income payable to the Participant as a Life Annuity Option under (i) Appendix C – Qualified Plan II, (ii) any other Qualified Plan(s) in which the Participant participated, and (iii) the defined benefit pension plan(s) of Participant’s predecessor employer(s), or their successors or assigns, if set forth in the Participant Application.

Single-Sum Form of Payment.

(a)  

Retirement/Vested Termination Benefit.  Subject to the remaining Subsections of this Section 4.01, each Participant, regardless of whether he has been granted Supplemental Credited Service, shall receive a single-sum payment equal to the Present Value of the Participant’s benefit determined under Article III, but taking into account the forfeiture provisions of Subsection 3.02(e). Payment of such single-sum benefit shall be made as soon as reasonably practicable following the Participant’s Income Payment Date.  In all events, the single-sum payment shall be made no later than the end of the calendar year in which distribution is required or, if later, before the 15th day of the third month immediately following the date on which such distribution is requir ed.  A Participant’s benefits under this Plan shall be paid in accordance with the terms of this Article IV, regardless of the date of benefit commencement under the Qualified Plan.

(b)  

Death Benefit.  In the event of a Participant’s death prior to his Income Payment Date, the Participant’s Beneficiary shall receive a death benefit under this Plan as determined under Subsection 3.02(d) in a single-sum payment as soon as reasonably practicable after the first day of the first month following the death of the Participant and in any event no later than the end of the calendar year in which the Participant’s death occurs, or, if later, the 15th day of the third month immediately following the death of the Participant.

(c)  

Prior Annuity Election.  Notwithstanding Subsections 4.01(a) and (b) to the contrary, and in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to Code Section 409A, the annuity form of payment (1) elected by Participants prior to January 1, 2008, or (2) initiated by Participants below System Management Level 4 prior to July 1, 2008 and elected (but not necessarily commenced) prior to January 1, 2009, shall be honored under the Plan.

Participation in Additional Non-Account Balance Plans.  Notwithstanding any other Plan provision to the contrary, the following provisions of this Section 4.02 shall apply with respect to any Participant who also participates in either or both the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (“SERP”) and the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (“SRP”), which plans, together with this Plan, constitute Non-Account Balance Plans for purposes of. Code Section 409A.

 

(a)

Employer Permission.  An Employer’s prior written consent for a Participant to resign his System Company employment prior to his attainment of age sixty-five (65) without forfeiture of the Participant’s Supplemental Credited Service benefit shall also constitute the Employer’s prior written consent for the Participant to resign his System Company employment under the SERP and/or SRP, as applicable, without forfeiture of the benefits otherwise payable to the Participant under those plans at the time such permission is granted.  Likewise, an Employer’s prior written consent for a Participant to resign his System Company employment prior to his attainment of age sixty-five (65) under the SERP and/or SRP, as applicable, without forfeiture of the benefits otherwise payable to the Participant under those plans shall also constitute the Employer’s prior written consent under this Plan for the Participant to resign his System Company employment without forfeiture of the Participant’s Supplemental Credited Service benefit at the time such permission is granted.

 

(b)

No Benefit Offset.  If, on the date benefits are scheduled to be paid, the single-sum value of the benefit payable to a Participant under this Plan, or under both this Plan and the SRP, if applicable, is greater than the single-sum value of the benefit otherwise payable to the Participant under the SERP, then, as a condition for participation in this Plan, the Participant agrees and acknowledges that he has waived all of his rights to receive benefits under the SERP and shall be entitled to receive only benefits payable under this Plan together with benefits payable under the SRP, if applicable. Likewise, if the single-sum value of the benefit payable to a Participant under the SERP is greater than the single-sum value of the benefit otherwise payable to the Participant under this Plan, or under both this Plan and the SRP, if applicable, then as a condition for participation in this Plan, the Participant agrees and acknowledges that he has waived all of his rights to receive benefits under this Plan and under the SRP, if applicable, and shall be entitled to receive only benefits payable under the SERP.

 

(c)

Timing of Benefit Payments.  A Participant’s benefit commencement date shall be the same under this Plan, the SRP and the SERP, to the extent applicable.

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 Separation from Service until the earlier of the Participant’s death or six months following the Participant’s Separation from Service.  If distribution is delayed pursuant to this Section 4.03, the delayed distribution amount shall be credited with investment returns during the period of delay as if such amount were invested in the T. Rowe Price Stable Income Fund or such other investment fund as from time-to-time may be designated in advance and in writing by the Administrator.  Immediately following the six-month delay period, the full amount of the Participant’s delayed distribution amount, including investment retur ns deemed credited pursuant to this Section 4.03, shall be distributed to the Participant.

Special Distribution.  Notwithstanding any Plan provision to the contrary except Section 4.03, if a Participant Separates from Service prior to January 1, 2009 and if such Participant or his Beneficiary has an accrued vested benefit payable under the Plan, as determined under Article III, then the Participant or Beneficiary shall receive the Present Value of such outstanding vested benefit, determined as of July 1, 2009, in a single-sum payment as soon as administratively practicable after July 1, 2009.  In all events, distributions shall be made no later than December 31, 2009.

Unfunded Plan.  All rights of a Participant, Beneficiary or any other person or entity having or claiming a right to payments under this Plan shall be entirely unfunded.  It is a condition of the Plan that neither a Participant nor any other person or entity shall look to any other person or entity other than the Employer for the payment of benefits under the Plan.  The Participant or any other person or entity having or claiming a right to payments hereunder shall rely solely on the unsecured obligation of the Employer set forth herein. Nothing in this Plan shall be construed to give the Participant or any 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 any System Company or in which a System Company may have an y right, title or interest now or in the future.  However, Participant or any such person or entity shall have the right to enforce his claim against the Employer in the same manner as any other unsecured creditor of such entity.

Employer Liability.  At its own discretion, a System Company employer may purchase such insurance or annuity contracts or other types of investments as it deems desirable in order to accumulate the necessary funds to provide for future benefit payments under the Plan.  However, (a) a System Company employer shall be under no obligation to fund the benefits provided under this Plan; (b) the investment of System Company employer funds credited to a special account established hereunder shall not be restricted in any way; and (c) such funds may be available for any purpose the System Company may choose.  Nothing stated herein shall prohibit a System Company employer from adopting or establishing a trust or other means as a source for paying any obligations created hereunder provided, however, any and all rights that any s uch Participants shall have with respect to any such trust or other fund shall be governed by the terms thereof.

Establishment of Trust.  Notwithstanding any provisions of this Article V to the contrary, within thirty (30) days following the date of a Change in Control, each System Company shall make a single irrevocable lump sum contribution to the Trust for Deferred Payments of Entergy Corporation and Subsidiaries (“Trust”) pursuant to the terms and conditions described in such Trust, but only to the extent consistent with the requirements of Code Section 409A.  Each System Company’s contribution shall be in an amount equal to the actuarial present value of the total benefits accrued by such System Company’s Plan Participants (includi ng a Participant’s Beneficiary) under the Plan through the date of any such Change in Control.  The actuarial present value shall be determined as if the Participant had separated from service upon the Change in Control and using the methodology described in Section 1.23, except replacing the mortality and interest assumptions described in that Section with the mortality factors set forth in the definition of actuarial equivalence in the applicable Qualified Plan and using the interest rates used by the Pension Benefit Guaranty Corporation for purposes of determining the present value of a lump sum distribution on plan termination (Appendix B to ERISA Regulation Section 4044 or its successor).  If one or more of a System Company’s Participants shall continue to be employed by a System Company after such a Change in Control, each calendar year the System Company shall, as soon as possible, but in no event later than thirty (30) days following the end of such calendar year, make an irrevocable contribution to the Trust in an amount that is necessary in order to maintain a lump sum amount credited to the System Company’s Plan account under the Trust that is actuarially equivalent to the total unpaid benefits accrued by the System Company’s Participants as of the end of each applicable calendar year.  Notwithstanding the foregoing provisions of this Section 5.03 to the contrary, a System Company may make contributions to the Trust prior to a Change in Control in such amounts as it shall determine in its complete discretion.  The Trust is intended as a “grantor” trust under the Internal Revenue Code and the establishment and funding of such Trust is not intended to cause Participants to realize current income on amounts contributed thereto, and the Trust shall b e so interpreted.

(a)  

“Cause” shall mean:

(1)  

willful and continuing failure by Participant to substantially  perform Participant’s duties (other than such failure resulting from the Participant’s  incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by Participant) that has not been cured within thirty (30) days after a written demand for substantial performance is delivered to Participant by the board of directors of Employer, which demand specifically identifies the manner in which the board believes that Participant has not substantially performed Participant’s duties; or

(2)  

the willful engaging by the Participant in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or

(3)  

conviction of or entrance of a plea of guilty or nolo contendere to a felony or other crime which has or may have a material adverse effect on Participant’s ability to carry out Participant’s duties or upon the reputation of any System Company; or

(4)  

a material violation by Participant of any agree­ment Participant has with a System Company; or

(5)  

unauthorized disclosure by Participant of the confidences of any System Company.

(b)  

“Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Plan relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s em­ployment under the provision so indicated.  Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the terminating Employer’s board of directors at a meeting of such board of directors which was called and held for the purpose of considering such termination (after reasonable notice to Participant and an opportunity for Participant, together with Participant's counsel, to be heard before that board) find­ing that, in the g ood faith opinion of the board, Participant was guilty of conduct set forth in the definition of Cause herein, and specifying the particulars thereof in detail.

Accelerated Vesting.  Notwithstanding any Plan provision to the contrary, if during a Change in Control Period there should occur a Qualifying Event with respect to a Participant, Participant shall not cease to be a Participant and shall, regardless of his vested status under the Qualified Plan, become fully vested in, and have a non-forfeitable right to, all benefits accrued under the Plan as of the date of such Qualifying Event, except that all such benefits shall be subject to forfeiture upon the occurrence of any of the following events:

 

(a) Without Employer permission, Employee removes, copies, or fails to return if he or she has already removed, any property belonging to one or all of the System Companies, including, but not limited to, the original or any copies of any records, computer files or disks, reports, notes, documents, files, audio or video tapes, papers of any kind, or equipment provided by any one or all of the System Companies or created using property of or for the benefit of one or all of the System Companies;

 

(b) Other than as authorized by a System Company, or as required by law, or as necessary for the Participant to perform his duties for a System Company employer, the Participant shall divulge, communicate or use to the detriment of the Employer or the System, or use for the benefit of any other person or entity, or misuse in any way, any confidential or proprietary information or trade secrets of the Employer or the System, including without limitation non-public financial information, know-how, formulas, or other technical data. Disclosure of information pursuant to subpoena, judicial process, or request of a governmental authority shall not be deemed a violation of this provision, provided that the Participant gives the System Company immediate notice of any such subpoena or request and fully cooperates with any action by System Company to object to, quash, or limit such request; or

 

(c)  Participant engages in any employment (without the prior written consent of his last System Company employer) either individually or with any person, corporation, governmental agency or body, or other entity in competition with, or similar in nature to, any business conducted by any System Company at any time within the “Applicable Period” (as defined below) and commencing upon termination of employment, where such competing employer is located in, or servicing in any way customers located in, those parishes and counties in which any System Company services customers during such Applicable Period, in which case Participant shall be required to repay any Plan benefits previously received by him.  For purposes of this Subsection 6.02(c), “Applicable Period” shall mean:

(1)  

two (2) years for Participants at System Management Levels 1 and 2 at the

two (2) years for Participants at System Management Level 3 at the

 

commencement of the Change in Control Period; and

 

(3)

one (1) year for Participants at System Management Level 4 at the commencement of the Change in Control Period.

Benefit Commencement Date.  Notwithstanding any Plan provision to the contrary 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 referenced in Section 6.02, the Participant’s Plan benefit amount, if payable under Subsection 4.02(b), shall be determined pursuant to Article III (taking into account the accelerated vesting of Section 6.02) and shall be payable pursuant to the provisions of this Plan as soon as reasonably practicable following the first day of the first month following the Participant’s Qualifying Event, except to the extent subject to the delay requirement set forth in Section 4.03.  In all events, distributions shall be made no later than the end of the calendar year in which distribution is required o r, if later, before the 15th day of the third month immediately following the date on which such distribution is required.

No Benefit Reduction.  Notwithstanding anything stated above to the contrary, an amendment to, or termination of, the Plan following a Change in Control shall not reduce the level of benefits accrued under this Plan through the date of any such amendment or termination.  In no event shall a Participant’s benefits accrued under this Plan following a Change in Control be less than such Participant’s benefits accrued under this Plan immediately prior to the Change in Control Period, subject, however, to the forfeiture provisions described in Section 6.02 as in existence on the date immediately preceding the commencement date of the Change in Control Period.

Provisions of Referenced Plans.  To the extent this Plan references or incorporates provisions of any other System Company plan, including, but not limited to, the Qualified Plans, and (a) such other plan is amended, supplemented, modified or terminated during the two-year period commencing on the date of a Potential Change in Control, (b) the Change in Control event contemplated by the Potential Change in Control is not terminated, and (c) such amendment, supplementation, modification or termination adversely affects any benefit under this Plan, whether it be in the method of calculation or otherwise, then for purposes of determining benefits under this Plan, the Administrator shall rely upon the version of such other plan in existence immediately prior to any such amendment, supplementation, modification or termination, unless such chan ge is agreed to in writing and signed by the affected Participant and by the Administrator, or by their legal representatives or successors.

Administration of Plan.  The Administrator shall operate and administer the Plan and, as such, shall have the authority as Administrator to exercise the powers and discretion conferred on it by the Plan, including the right to delegate any function to a specified person or persons.  The Administrator shall discharge its duties for the exclusive benefit of the Participants and their Beneficiaries. The Plan is intended to satisfy the requirements of Code Section 409A and the Administrator shall interpret the Plan and exercise the power and discretion conferred under the Plan in a manner that is at all times consistent with the requirements of Code Section 409A, to the extent that benefits under the Plan are subject to the requirements of Code Section 409A.

Powers of the Administrator.  The Administrator and any of its delegates 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 make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan.  All findings, decisions, or determinations of any type made by the Administrator, including factual determinations and any interpretation or construction of the Plan, shall be final and binding on all parties and shall not be disturbed unless the Administrator’s decisions are arbitrary and capricious.  The Administrator shall b e the sole judge of the standard of proof required in any claim for benefits and/or in any question of eligibility for a benefit.  By way of example, the Administrator shall have the sole and exclusive power and discretion:

(a)  

to adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan on a consistent and uniform basis;

(b)  

to interpret the Plan including, without limitation, the power to use Administrator’s sole and exclusive discretion to construe and interpret (1) the Plan, (2) the intent of the Plan, and (3) any ambiguous, disputed or doubtful provisions of the Plan;

(c)  

to determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine the rights or eligibility of any Employee, Participant, Beneficiary or other claimant to receive any benefit under the Plan;

(d)  

to require such information as the Administrator may reasonably request from any Employee, Participant, Beneficiary or other claimant as a condition for receiving any benefit under the Plan;

(e)  

to grant and/or deny any and all claims for benefits, and construe any and all issues of Plan interpretation and/or fact issues relating to eligibility for benefits;

(f)  

to compute the amount of any benefits payable under the Plan;

(g)  

to execute or deliver any instrument or make any payment on behalf of the Plan;

(h)  

to employ one or more persons to render advice with respect to any of the Administrator's responsibilities under the Plan;

(i)  

to direct the Employer concerning all payments that shall be made pursuant to the terms of the Plan; and

(j)  

 to make findings of fact, to resolve disputed fact issues, and to make determinations based on the facts and evidence contained in the administrative record developed during the claims review procedure.

Reliance on Reports and Certificates.  The Administrator may rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by an actuary, accountant, counsel or other person who may from time to time be employed or engaged for such purposes.

Claims Administration.  The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 7.02, such delegates shall have all powers, authority, and discretion necessary or proper for such purpose.  In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

Filing Benefit Claims.  Any claim asserting entitlement to a benefit under the Plan must be asserted within ninety (90) days after the event giving rise to the claim by sending written notice of the claim to the Claims Administrator.  The written notice of the claim must be accompanied by any and all documents, materials, or other evidence allegedly supporting the claim for benefits.  If the claim is granted, the claimant will be so notified in writing by the Claims Administrator.

Claim of Good Reason or Cause for Termination.  For purposes of any determination regarding the existence of Good Reason or Cause (as defined in Section 6.01(a)) for termination during a Change in Control Period, any position taken by the Participant shall be presumed correct unless Employer establishes to the Plan Administrator by clear and convincing evidence that such position is not correct.

Denial or Partial Denial of Benefit Claims.  If the Claims Administrator denies a claim for benefits in whole or part, the Claims Administrator shall notify the claimant in writing of the decision within ninety (90) days after the Claims Administrator has received the claim.  In the Claim Administrator's sole discretion, the Claims Administrator may extend the time to decide the claim for an additional ninety (90) days, by giving written notice of the need for such an extension any time prior to the expiration of the initial 90 day period.  The Claims Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to have the claimant examined or tested by person(s) employed or compensated by the Employer.  If the claim is denied or partially denied, the Claims Administrator shall provide the claimant with written notice stating:

(a)  

the specific reasons for the denial of the claim (including the facts upon which the denial was based) and reference to any pertinent Plan provisions on which the denial is based;

(b)  

 if applicable, a description of any additional material or information necessary for claimant to perfect the claim and an explanation of why such material or information is necessary; and

(c)  

 an explanation of the claims review appeal procedure including the name and address of the person or committee to whom any appeal should be directed.

Appeal of Claims That Are Denied or Partially Denied.  The claimant may request review

 

of the Claims Administrator’s denial or partial denial of a claim for Plan benefits.  Such request must be made in writing within sixty (60) days after claimant has received notice of the Claims Administrator’s decision and shall include with the written request for an appeal any and all documents, materials, or other evidence which claimant believes supports his or her claim for benefits.  The written request for an appeal, together with all documents, materials, or other evidence which claimant believes supports his or her claim for benefits should be addressed to the Claims Administrator, who will be responsible for submitting the appeal for review to the Claims Appeal Administrator.

The Appeal Process.  The Claims Administrator will submit the appeal to the Claims Appeal Administrator for review of the denial or partial denial of the claim.  Within sixty (60) days after the receipt of claimant’s appeal, claimant will be notified of the final decision of the Claims Appeal Administrator, unless, in the Claims Appeal Administrator’s sole discretion, circumstances require an extension of this period for up to an additional sixty (60) days.  If such an extension is required, the Claims Appeal Administrator shall notify claimant of this extension in writing before the expiration of the initial 60-day period.  During the appeal, the Claims Appeal Administrator, in its sole discretion, reserves the right to request specific information from the claimant, and reserves the right to hav e the claimant examined or tested by person(s) employed or compensated by the Employer.  The final decision of the Claims Appeal Administrator shall set forth in writing the facts and plan provisions upon which the decision is based.  All decisions of the Claims Appeal Administrator are final and binding on all employees, Participants, their Beneficiaries, or other claimants.

Judicial Proceedings for Benefits.  No claimant may file suit in court to obtain benefits under the Plan without first completely exhausting all stages of this claims review process.  In any event, no legal action seeking Plan benefits may be commenced or maintained against the Employer or the Plan more than ninety (90) days after the Claims Appeal Administrator’s decision on appeal.

Code Section 409A Compliance.  This Plan is intended to comply with, and shall be governed by and subject to, the requirements of Code Section 409A and regulations thereunder and shall be interpreted and administered in accordance with that intent.  If any provision of this Plan would otherwise conflict with or frustrate this intent, that provision shall be null, void and of no effect and the Administrator shall interpret the document and deem it amended so as to avoid the conflict.  The Administrator reserves the right to take any action it deems appropriate or necessary to comply with the requirements of Code Section 409A and may take advantage of such transition rules under Code Section 409A as it deems necessary or appropriate.

General.  The Board of Directors, the Personnel Committee or any other person or persons whom the Personnel Committee may expressly from time to time authorize to take any and all such actions for and on behalf of Entergy Corporation and the respective Participating Employers, shall have the right, in its absolute discretion and consistent with the requirements of Code Section 409A, at any time and from time to time, to modify or amend, in whole or in part, any or all of the provisions of this Plan, or suspend or terminate it entirely, subject to the provisions of Section 8.02 and the requirements of Code Section 409A regarding plan terminations.  Any such action shall be evidenced by the minutes of the Board of Directors or the Personnel Committee or a written certificate of amendment or termination executed by any person or persons so authorized by the Personnel Committee. The provisions of this Article VIII shall survive a termination of the Plan unless such termination is agreed to by the Participants.

Restrictions on Amendment or Termination.  Any amendment or modification to, or the termination of, the Plan shall be subject to the following restrictions:

(a)  

Employer shall continue to make payments to any retired Participant or Beneficiary then in pay status as if the Plan had not been amended, supplemented, modified or terminated, as such payments are either grandfathered from the requirements of Code Section 409A or payable pursuant to a fixed schedule as required by, and in compliance with, Code Section 409A.  Between January 1, 2005 and December 31, 2008 the Plan has been operated in accordance with transition relief established by the Treasury Department and Internal Revenue Service pursuant to Code Section 409A.; and

(b)  

As to any Participant who has not yet begun receiving benefits under the Plan, the Employer, subject to the provisions of Section 3.02(e) and 6.02 to the contrary, shall remain obligated to provide the Plan benefit accrued by the Participant under Article III at the time the Plan is amended and on the schedule and in the form provided pursuant to Article IV, except to the extent otherwise provided by the Personnel Committee and consistent with the requirements of Code Section 409A; and

(c)  

No amendment, modification, suspension or termination of the Plan may reduce the amount of benefits of any Participant or Beneficiary then receiving benefits, unless such modification is agreed to in writing and signed by the affected Participant or Beneficiary and by the Plan Administrator, or by their legal representatives or successors; and

(d)  

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 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.

Successors.  A System Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of its business and/or assets to expressly assume and agree to perform under this Plan in the same manner and to the same extent that the System Employer would be required to perform it if no such succession had taken place.  If the System Employer fails to obtain such assumption and agreement prior to the effectiveness of any such succession, then the System Employer shall be liable for payment of all Plan benefits to which Participants are entitled upon their Separation from Service.  Any successor or surviving entity that assumes or otherwise adopts this Plan as contemplated in this Section 8.03 shall succeed to all the rights, powers and duties of the System Employer and the Personnel Committee hereunder, subject to the restrictions on amendment or termination of the Plan as set forth in this Article VIII.  The employment of the Participant who has continued in the employ of such successor or surviving entity shall not be deemed to have been terminated or severed for any purpose hereunder; however, such continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

Gender and Number.  The masculine pronoun whenever used in the Plan shall include the feminine.  Similarly, the feminine pronoun whenever used in the Plan shall include the masculine as the context or facts may require.  Whenever any words are used herein in the singular, they shall be construed as if they were also used in the plural in all cases where the context so applies.

Captions.  The captions of this Plan are not part of the provisions of the Plan and shall have no force and effect.

Severability.  In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

Controlling Law.  The administration of the Plan, and any Trust established thereunder, shall be governed by applicable federal law, including ERISA to the extent applicable, and to the extent federal law is inapplicable, 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.

Notices.  Every direction, revocation or notice authorized or required by the Plan shall be deemed delivered to the  Administrator on the date it is personally delivered to the Administrator or three business days after it is sent by registered mail, postage prepaid, and properly addressed to Entergy Services, Inc., Total Rewards, Attention: Plan Administrator, Pension Equalization Plan, 639 Loyola Avenue, 14th Floor, New Orleans, Louisiana 70113 and shall be deemed delivered to a Participant on the date it is personally delivered to him or three business days after it is sent by registered or certified mail, postage prepaid, addressed to him at the last address shown for him on the records of his Employer.

No Right to Employment.  This Plan does not confer nor shall be construed as creating an express or implied contract of employment.

Indemnification.  To the extent not covered by insurance, or if there is a failure to provide full insurance coverage for any reason, and to the extent permissible under applicable laws and regulations, Entergy Corporation and the System employers agree to hold harmless and indemnify the Administrator, its members and its employee delegates against any and all claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom, including, without limitation, costs of defense and attorneys’ fees, based upon or arising out of any act or omission relating to or in connection with the Plan and Trust other than losses resulting from any such person’s fraud or willful misconduct.

No Alienation.  The benefits provided hereunder shall not be subject to alienation, assignment, pledge, anticipation, attachment, garnishment, receivership, execution or levy of any kind, including liability for alimony or support payments, and any attempt to cause such benefits to be so subjected shall not be recognized, except to the extent as may be required by law.

Code Section 409A Compliance.  This Plan is intended to comply with the requirements of Code Section 409A and regulations thereunder.  Any provision of this document that is contrary to the requirements of Code Section 409A and the regulations thereunder shall be null, void and of no effect and the Administrator shall interpret the document consistent with the requirements of Code Section 409A, which shall govern the administration of the Plan in the event of a conflict between Plan terms and the requirements of Code Section 409A and the regulations thereunder.

1.  

Fehmi N. Aydin

2.  

John E. McCann

3.  

John A. Ventosa