SIXTH AMENDMENT TO THE ENTERGY CORPORATION AND SUBSIDIARY COMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT

1.  

DEFINITIONS.  As used in this Sixth Amendment, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

2.  

NON-REGULATED COMPANY PAYMENTS.  For purposes of calculating payments between ETR and each Non-Regulated Company under Paragraph I of the Tax Agreement, the Recalculated Federal Tax Allocation shall be used in lieu of the federal tax allocation that would have been used if this amendment had not been executed.  For the avoidance of doubt:  (a) in computing the Recalculated Federal Tax Allocation for the Non-Regulated Companies, all Uncertain Tax Positions of all Non-Regulated Companies for the applicable year are treated as if such Uncertain Tax Positions are ETR’s items of income, deduction, exclusion, gain, loss, or credit rather than items of income, deduction, exclusion, gain, loss, or credit of the Non-Regulated Companies, (b)  any Tax Attribute carried forward from a prior year will be recalculated b y treating all Uncertain Tax Positions of all Non-Regulated Companies for the year in which such Tax Attribute arose as if such Uncertain Tax Positions were ETR’s Uncertain Tax Positions, and (c) nothing in this Sixth Amendment is intended to change the payments under Paragraph I of the Tax Agreement for a member of the Entergy System that is a Regulated Company.  Any Non-Regulated Company having a net positive Recalculated Federal Tax Allocation shall pay such amount to ETR, with either cash or a note with reasonable commercial terms, in accordance with Paragraph I of the Tax Agreement.  When a subsequent event, as described in paragraph 17 of the Tax Agreement, occurs, then any Non-Regulated Company having a net positive Recalculated Federal Tax Allocation shall pay, with either cash or a note with reasonable commercial terms, such amount, less any previous payments for such tax year, within 14 business days after ETR tenders demand for payment; provided, however, that the amount due under this clause can never be less than zero.

3.  

ALL NEW MEMBERS OF THE ENTERGY SYSTEM TREATED AS NON-REGULATED COMPANIES.  All new members to the Entergy System that become a party to the Tax Agreement as a result of the application of the Automatic Inclusion Clause will be treated as Non-Regulated Companies.

CERTAIN COMPANIES NOT ELIGIBLE FOR INCLUSION UNDER THE AUTOMATIC INCLUSION CLAUSE.  The Automatic Inclusion Clause is hereby amended and restated to read as follows:  If at any time any member of the Entergy System acquires or creates one or more subsidiary corporations that are includible corporations of the Entergy Corporation and Subsidiary Companies’ consolidated group, the Entergy System agrees that such subsidiary or subsidiaries shall be subject to this Tax Agreement and all references to the creating or acquiring member herein shall thereafter be interpreted to refer to such member and its subsidiary or subsidiaries; provided, however, this provision shall not apply to any corporation or entity treated as a corporation under the Code that is in bankruptcy under Title 11 of the United States Code when it otherwise qual ifies to become a member of the Entergy System.

5.  

EFFECTIVE DATE.  This Sixth Amendment shall be effective for all payments after September 30, 2010, related to any taxable year, until further amended or otherwise terminated.

6.  

COUNTERPARTS.  It is agreed that this Sixth Amendment may be executed in multiple counterparts.