AMENDMENT TO RETENTION AGREEMENT

1.  

Subsection 2.1 of the Agreement is hereby amended by deleting the reference to Section 4 therein, which is no longer applicable on and after December 30, 2010.

2.  

Section 4 of the Agreement, which includes Subsections 4.1, 4.2 and 4.3, is hereby amended and restated in its entirety to read as follows:

 

4.

No Gross-Up Payment.  Effective on and after December 30, 2010, no gross-up payment shall be paid to Executive under this Agreement, regardless of whether any of the payments or benefits received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with any System Company) will be subject to the Excise Tax.

3.  

Section 5 of the Agreement is hereby amended and restated in its entirety to read as follows:

 

5.

Rabbi Trust; Timing of Payments.  Within thirty (30) days following the date of a Change in Control, Company shall deposit in the Trust for Deferred Payments of Entergy Corporation and Subsidiaries (“Trust”) an amount as determined by the Auditor to be necessary to pay all amounts that would be due under this Agreement if Executive experienced a Qualifying Termination event on the date of such Change in Control, but only to the extent consistent with the requirements of Code Section 409A.    Company shall deposit such additional amounts as determined by the Auditor from time to time to be necessary to pay amounts due under the Agreement.  Except as otherwise provided under the terms of this Agreement with respect to Executive’s Sup plemental Retirement Benefit, the payments provided in Section 3 here­of shall be made no later than the fifth business day follow­ing the Date of Termination; provid­ed, howev­er, that if the amounts of such payments cannot be finally de­ter­mined on or before such day, Company shall pay to Executive on such day an esti­mate, as determined in good faith by Executive, of the mini­mum amount of such pay­ments to which Executive is clearly enti­tled and shall pay the remainder of such payments (to­gether with interest on the unpaid remainder (or on all such payments to the extent Company fails to make such payments when due) at 120% of the rate pro­vid­ed in sec­tion 1274(b)(2)(B) of the Code) as soon as the amount thereof can be deter­mined, but in no event later than the thirti­eth day after the Date o f Termina­tion.  In the event that the amount of the esti­mated payments exceeds the amount subsequently deter­mined to have been due, such excess shall constitute a loan by Company to Executive, payable on the fifth business day after demand by Company (together with interest at 120% of the rate provided in sec­tion 1274(b)(2)(B) of the Code).  At the time that payments are made under this Agreement, Company shall provide Executive with a written state­ment setting forth the manner in which such payments were calculated and the basis for such calcula­tions including, without limita­tion, any opinions or other advice Company has re­ceived from Company’s tax coun­sel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the state­ment).

 

  4.

Section 9 of the Agreement is hereby amended by deleting the reference to Section 4 therein.

5.  

Section 16 of the Agreement is hereby amended by deleting therefrom the definitions set forth in Subsection 16.4 (Base Amount), Subsection 16.21 (Gross-Up Payment), Subsection 16.33 (Tax Counsel) and Subsection 16.35 (Total Payments), which definitions related to the computation of the Gross-Up Payment, which is no longer payable to Executive on and after December 30, 2010 in accordance with Section 4 of this Agreement, as amended herein.  The Subsection numbers of all other Subsections of Section 16 shall remain unchanged.

6.  

Subsection 16.3 of the Agreement is hereby amended in its entirety by redefining the term “Auditor” as follows:

16.3  

Auditor shall mean the accounting firm that was, immediately prior to the Closing, Company's independent auditor.

7.  

Subsection 16.24 of the Agreement is hereby amended in its entirety by redefining the term “Merger Agreement” as follows:

 

16.24  Merger Agreement shall mean the Ring-Ranger Merger Agreement or any other agreement, the consummation of the transactions contemplated by which would constitute a “Change in Control” under the Company’s Executive Continuity Plan, as in effect on December 30, 2010.

 

8.

The last paragraph of the Addendum, which became part of the Agreement by an Amendment executed on December 18, 2008 and made effective January 1, 2009, is hereby deleted in its entirety, as such last paragraph related to the tax treatment of gross-up payments, which are no longer payable to Executive on and after December 30, 2010 in accordance with Section 4 of this Agreement, as amended herein.