Item 2.	Properties
	Information regarding the registrant's properties is included in Part I. Item 1. - Business under the sections titled "Property" in this report.
Item 3.
Item 3.	Legal Proceedings
	Details of the registrant's material environmental regulation and proceedings and other regulatory proceedings and litigation that are pending or those terminated in the fourth quarter of 2003 are discussed in Part I. Item 1. - Business under the sections titled "Rate Matters", "Environmental Regulation", and "Litigation" in this report.
Item 4.
Item 4.	Submission of Matters to a Vote of Security Holders
	During the fourth quarter of 2003, no matters were submitted to a vote of the security holders of Entergy Corporation.
DIRECTORS AND EXECUTIVE OFFICERS OF ENTERGY CORPORATION
Directors
	Information required by this item concerning directors of Entergy Corporation is set forth under the heading "Proposal 1--Election of Directors" contained in the Proxy Statement of Entergy Corporation, (the "Proxy Statement"), to be filed in connection with its Annual Meeting of Stockholders to be held May 14, 2004, ("Annual Meeting"), and is incorporated herein by reference. Information required by this item concerning officers and directors of the remaining registrants is reported in Part III of this document.
Executive Officers
Name
Age
Position
Period
J. Wayne Leonard (a)
Chief Executive Officer and Director of Entergy Corporation
1999-Present
Director of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
1998-1999
Donald C. Hintz (a)
President of Entergy Corporation
1999-Present
(b)
Director of Entergy Gulf States and Entergy Mississippi
1993-Present
Director of Entergy Arkansas, Entergy Louisiana, and System Energy
1992-Present
Director of Entergy New Orleans
1999-Present
Richard J. Smith (a)
Group President, Utility Operations of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans
2001-Present
Director of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans
2001-Present
Senior Vice President, Transition Management of Entergy Corporation
2000-2001
President of Cinergy Resources, Inc.
Vice President Energy Services
Vice President of Finance Services Business Unit
1996-1999
Curtis L. Hebert, Jr. (a)
Executive Vice President, External Affairs of Entergy Corporation
2001-Present
Chairman and Commissioner of the Federal Energy Regulatory Commission
1997-2001
C. John Wilder (a) (c)
Executive Vice President and Chief Financial Officer of Entergy Corporation and System Energy
1998-2004
Executive Vice President and Chief Financial Officer of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans
1998-2002
Director of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
1999-2004
Joseph T. Henderson (a)
Senior Vice President and General Tax Counsel of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans
2001-Present
Senior Vice President and General Tax Counsel of System Energy
2001-2003
Vice President and General Tax Counsel of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
1999-2001
Associate General Tax Counsel of Shell Oil Company
1998-1999
Nathan E. Langston (a)
Senior Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
2001-Present
Vice President and Chief Accounting Officer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
1998-2001
William E. Madison (a)
Senior Vice President - Human Resources and Administration of Entergy Corporation
2002-Present
Senior Vice President - Human Resources and Administration of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans
2001-Present
Senior Vice President & Chief Human Resources Officer, Avis Group Holdings, Inc. - Garden City, New York
2000-2001
President, US Region and Vice President, Global Human Resource Strategy, E.I. DuPont de Nemours, Wilmington, Delaware
1997-2000
Robert D. Sloan (a)
Senior Vice President, General Counsel and Secretary of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans
2003-Present
Vice President, General Counsel of GE Industrial Systems, Plainville, CT
1998-2003
Steven C. McNeal (a)
Vice President and Treasurer of Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
1998-Present
(a)
In addition, this officer is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.
(b)
Mr. Hintz will retire effective April 2004.
(c)
Mr. Wilder resigned effective February 2004. Leo Denault has been named Executive Vice President and Chief Financial Officer.
	Each officer of Entergy Corporation is elected yearly by the Board of Directors.
PART II
Item 5.
Item 5.	Market for Registrants' Common Equity and Related Stockholder Matters
Entergy Corporation
	The shares of Entergy Corporation's common stock are listed on the New York Stock, Chicago Stock, and Pacific Exchanges under the ticker symbol ETR.
	Entergy Corporation's stock price as of February 27, 2004 was $59.29. The high and low prices of Entergy Corporation's common stock for each quarterly period in 2003 and 2002 were as follows:
	Consecutive quarterly cash dividends on common stock were paid to stockholders of Entergy Corporation in 2003 and 2002. In 2003, dividends of $0.35 per share were paid in the first and second quarters, and dividends of $0.45 per share was paid in the third and fourth quarters. In 2002, dividends of $0.33 per share were paid in the first three quarters, and a dividend of $0.35 per share was paid in the fourth quarter.
	As of February 27, 2004, there were 54,304 stockholders of record of Entergy Corporation.
	Entergy Corporation's future ability to pay dividends is discussed in Note 8 to the consolidated financial statements. In addition to the restrictions described in Note 8, PUHCA provides that, without approval of the SEC, the unrestricted, undistributed retained earnings of any Entergy Corporation subsidiary are not available for distribution to Entergy Corporation's common stockholders until such earnings are made available to Entergy Corporation through the declaration of dividends by such subsidiaries.
Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
	There is no market for the common stock of Entergy Corporation's wholly owned subsidiaries. Cash dividends on common stock paid by the domestic utility companies and System Energy to Entergy Corporation during 2003 and 2002, were as follows:
	Information with respect to restrictions that limit the ability of the domestic utility companies and System Energy to pay dividends is presented in Note 8 to the domestic utility companies and System Energy financial statements.
Item 6.
Item 6.	Selected Financial Data
	Refer to "SELECTED FINANCIAL DATA - FIVE-YEAR COMPARISON OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC." which follow each company's financial statements in this report, for information with respect to selected financial data and certain operating statistics.
Item 7.
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCE, INC."
Item 7A.
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
	Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - Market and Credit Risks OF ENTERGY CORPORATION AND SUBSIDIARIES, ENTERGY ARKANSAS, INC., ENTERGY GULF STATES, INC., ENTERGY LOUISIANA, INC., ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., and SYSTEM ENERGY RESOURCES, INC."
Item 8.
Item 8.	Financial Statements and Supplementary Data
	Refer to "TABLE OF CONTENTS - Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., Entergy New Orleans, Inc., and System Energy Resources, Inc."
Item 9.
Item 9.	Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.
	No event that would be described in response to this item has occurred with respect to Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, or System Energy.
Item 9A.
Item 9A.	Controls and Procedures
	As of December 31, 2003, evaluations were performed under the supervision and with the participation of Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy (individually "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrants (Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
	All officers and directors listed below held the specified positions with their respective companies as of the date of filing this report, unless otherwise noted.
ENTERGY LOUISIANA, INC.
Directors
E. Renae Conley
See information under the Entergy Gulf States Directors Section above.
Donald C. Hintz
See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith
See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)
See information under the Entergy Corporation Officers Section in Part I.
Officers
Theodore Bunting
See information under the Entergy Arkansas Officers Section above.
E. Renae Conley
See information under the Entergy Gulf States Directors Section above.
Murphy A. Dreher
See information under the Entergy Gulf States Officers Section above.
Randall W. Helmick
See information under the Entergy Gulf States Officers Section above.
Joseph T. Henderson
See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston
See information under the Entergy Corporation Officers Section in Part I.
William E. Madison
See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal
See information under the Entergy Corporation Officers Section in Part I.
Eduardo Melendreras
See information under the Entergy Gulf States Officers Section above.
Robert D. Sloan
See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith
See information under the Entergy Corporation Officers Section in Part I.
Wade H. Stewart
See information under the Entergy Gulf States Officers Section above.
T. Michael Twomey
See information under the Entergy Gulf States Officers Section above.
ENTERGY MISSISSIPPI, INC.
Directors
Carolyn C. Shanks
President and Chief Executive Officer of Entergy Mississippi
1999-Present
Director of Entergy Mississippi
1999-Present
Vice President of Finance and Administration of Entergy Mississippi
1997-1999
Donald C. Hintz
See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith
See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)
See information under the Entergy Corporation Officers Section in Part I.
Officers
Haley R. Fisackerly
Vice President - Customer Service of Entergy Mississippi
2002 - Present
Director - System Regulatory Strategy of Entergy Services
1999 - 2002
Governmental Affairs Executive of Entergy Services
1995 - 1999
Robert C. Grenfell
Vice President - Regulatory Affairs, MS of Entergy Mississippi
2002 - Present
Director, Regulatory Affairs of Entergy Mississippi
1994 - 2002
Will L. Mayo
Vice President - State Governmental Affairs of Entergy Mississippi
2002 - Present
Director - Economic Development of Entergy Mississippi
1997 - 2002
Theodore Bunting
See information under the Entergy Arkansas Officers Section above.
Joseph T. Henderson
See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston
See information under the Entergy Corporation Officers Section in Part I.
William E. Madison
See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal
See information under the Entergy Corporation Officers Section in Part I.
Carolyn C. Shanks
See information under the Entergy Mississippi Directors Section above.
Robert D. Sloan
See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith
See information under the Entergy Corporation Officers Section in Part I.
ENTERGY NEW ORLEANS, INC.
Directors
Daniel F. Packer
Chief Executive Officer Entergy New Orleans
1998-Present
President of Entergy New Orleans
1997-Present
Director of Entergy New Orleans
1996-Present
Donald C. Hintz
See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith
See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (d)
See information under the Entergy Corporation Officers Section in Part I.
Officers
Elaine Coleman (e)
Vice President, External Affairs of Entergy New Orleans
1998-Present
Theodore Bunting
See information under the Entergy Arkansas Officers Section above.
Joseph T. Henderson
See information under the Entergy Corporation Officers Section in Part I.
Nathan E. Langston
See information under the Entergy Corporation Officers Section in Part I.
William E. Madison
See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal
See information under the Entergy Corporation Officers Section in Part I.
Daniel F. Packer
See information under the Entergy New Orleans Directors Section above.
Robert D. Sloan
See information under the Entergy Corporation Officers Section in Part I.
Richard J. Smith
See information under the Entergy Corporation Officers Section in Part I.
SYSTEM ENERGY RESOURCES, INC.
Directors
Gary J. Taylor
Director, President and Chief Executive Officer of System Energy
2003-Present
In addition, Mr. Taylor is an executive officer and/or director of various other wholly owned subsidiaries of Entergy Corporation and its operating companies.
Donald C. Hintz
See information under the Entergy Corporation Officers Section in Part I.
C. John Wilder (e)
See information under the Entergy Corporation Officers Section in Part I.
Officers
William A. Eaton
Vice President, Engineering of System Energy
2003 - Present
Vice President, Operations, Grand Gulf Nuclear Station of Entergy Operations, Inc.
1998 - 2003
Jeffrey S. Forbes
Vice President, Operations, Grand Gulf Nuclear Station of System Energy
2003 - Present
Senior Vice President Monticello and Duane Arnold nuclear power plants, of Nuclear Management Company
2001 - 2003
Manager of Oconee Nuclear Station, Duke Energy Company
1998 - 2001
Nathan E. Langston
See information under the Entergy Corporation Officers Section in Part I.
Steven C. McNeal
See information under the Entergy Corporation Officers Section in Part I.
Gary J. Taylor
See information under the System Energy Directors Section above.
C. John Wilder (e)
See information under the Entergy Corporation Officers Section in Part I.
(a)
Effective January 2004, Theodore Bunting was named Vice President and Chief Financial Officer - Nuclear Operations. Effective January 2004, Jay A. Lewis was named Vice President and Chief Financial Officer of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans.
(b)
Effective January 2004, Randall Helmick was named Vice President, Customer Service Support for Entergy Services, Inc.
(c)
Effective January 2004, Wade Stewart resigned from his position of Vice President, Regulatory Affairs.
(d)
C. John Wilder resigned effective February 2004. Leo Denault was named Executive Vice President and Chief Financial Officer of Entergy Corporation, and has replaced Mr. Wilder as a director for each registrant listed above. Theodore Bunting was named Vice President and Chief Financial Officer of System Energy Resources.
(e)
Elaine Coleman will retire from her position of Vice President, External Affairs in April 2004.
	Each director and officer of the applicable Entergy company is elected yearly to serve by the unanimous consent of the sole stockholder, Entergy Corporation, at its annual meeting.
Corporate Governance Guidelines and Committee Charters
Each of the Audit, Corporate Governance and Personnel Committees of Entergy Corporation's Board of Directors operates under a written charter. In addition, the full Board has adopted Corporate Governance Guidelines. Each charter and the guidelines are available through Entergy's website (www.entergy.com) or upon written request.
Audit Committee of the Entergy Corporation Board
	The following directors are members of the Audit Committee of Entergy Corporation's Board of Directors:
	Kathleen A. Murphy (Chairman)
	George W. Davis
	Maureen S. Bateman
	Dennis H. Reilley
	Bismark A. Steinhagen
	Claiborne P. Deming
	Steven V. Wilkinson
All Audit Committee members are independent. For purposes of independence of members of the Audit Committee, an independent director also may not accept directly or indirectly any consulting, advisory or other compensatory fee from Entergy or be affiliated with Entergy as defined in SEC rules. All Audit Committee members possess the level of financial literacy and accounting or related financial management expertise required by the NYSE rules. Steven V. Wilkinson qualifies as an "audit committee financial expert," as that term is defined in the SEC rules.
Code of Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics for Members of the Board of Directors. The code is available through Entergy's website (www.entergy.com) or upon written request. Entergy has adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers. Entergy also operates under an omnibus code of ethics and business conduct called the Code of Entegrity. All employees are required to abide by the Code. Non-bargaining employees are required to acknowledge annually that they understand and abide by the Code. The Code of Entegrity is available through Entergy's website (www.entergy.com) or upon written request.
Source of Nominations to the Board of Directors; Nominating Procedure
	The Corporate Governance Committee has adopted a policy on consideration of potential director nominees. The Committee will consider nominees from a variety of sources, including nominees suggested by shareholders, executive officers, fellow board members, or a third party firm retained for that purpose. It applies the same procedures to all nominees regardless of the source of the nomination.
	Any party wishing to make a nomination should provide a written resume of the proposed candidate, detailing relevant experience and qualifications, as well as a list of references. The Committee will review the resume and may contact references. It will decide based on the resume and references whether to proceed to a more detailed investigation. If the Committee determines that a more detailed investigation of the candidate is warranted, it will invite the candidate for a personal interview, conduct a background check on the candidate, and assess the ability of the candidate to provide any special skills or characteristics identified by the Committee or the Board.
Section 16(a) Beneficial Ownership Reporting Compliance
	Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement of Entergy Corporation to be filed in connection with its Annual Meeting of Stockholders to be held on May 14, 2004, under the heading "Section 16(a) Beneficial Ownership Reporting Compliance", which information is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
ENTERGY CORPORATION
	Information called for by this item concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement under the headings "Executive Compensation Tables", "General Information About Nominees", "Director Compensation", and "Comparison of Five Year Cumulative Total Return", all of which information is incorporated herein by reference.
ENTERGY ARKANSAS, ENTERGY GULF STATES, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS, AND SYSTEM ENERGY
Summary Compensation Table
The following table includes the Chief Executive Officer, the four other most highly compensated executive officers in office as of December 31, 2003, and an additional executive officer who would have been included in the table but he retired during the year at Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy (collectively, the "Named Executive Officers"). This determination was based on total annual base salary and bonuses from all Entergy sources earned by each officer for the year 2003. See Item 10, "Directors and Executive Officers of the Registrants," for information on the principal positions of the Named Executive Officers in the table below.
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
As shown in Item 10, most Named Executive Officers are employed by several Entergy companies. Because it would be impracticable to allocate such officers' salaries among the various companies, the table below includes the aggregate compensation paid by all Entergy companies.
(a)
Amounts include the value of restricted units that vested in 2003 and 2002 (see note (c) below) under Entergy's Equity Ownership Plan.
(b)
Includes the following:
(1)
2003 benefit accruals under the Defined Contribution Restoration Plan as follows: Ms. Conley $6,504; Mr. Domino $2,912; Mr. Hintz $24,797; Mr. Jackson $1,847; Mr. Leonard $64,639; Mr. McDonald $3,134; Mr. Packer $3,204; Ms. Shanks $3,132; Mr. Smith $14,128; Mr. Taylor $3,731; Mr. Wilder $42,614; and Mr. Yelverton $1,318.
(2)
2003 employer contributions to the System Savings Plan as follows: Ms. Conley $8,909; Mr. Domino $9,000; Mr. Hintz $9,000; Mr. Leonard $9,000; Mr. McDonald $9,000; Ms. Shanks $9,000; Mr. Smith $9,000; Mr. Taylor $3,509; Mr. Wilder $9,000; and Mr. Yelverton $5,697.
(3)
2003 lump sum distributions under the System Executive Retirement Plan as follows: Mr. Jackson $6,442,256 and Mr. Yelverton $6,316,377.
(c)
Performance unit (equivalent to shares of Entergy common stock) awards in 2003 are reported under the "Long-Term Incentive Plan Awards" table, and reference is made to this table for information on the aggregate number of performance units awarded during 2003 and the vesting schedule for such units. At December 31, 2003, the number and value of the aggregate performance unit holdings were as follows: Ms. Conley 21,600 units, $1,234,008; Mr. Domino 10,200 units, $582,726; Mr. Hintz 87,400 units, $4,993,162; Mr. Jackson 9,000 units, $514,170; Mr. Leonard 194,400 units, $11,106,072; Mr. McDonald 10,200 units, $582,726; Mr. Packer 10,200 units, $582,726; Ms. Shanks 13,200 units, $754,116; Mr. Smith 42,000 units, $2,399,460; Mr. Taylor 37,800 units, $2,159,514; Mr. Wilder 42,000 units, $2,399,460; and Mr. Yelverton 9,000 units, $514,170. Accumulated dividends are paid on performance units when vested. The value of performance unit holdings as of December 31, 2003 is determined by multiplying the total number of units held by the closing market price of Entergy common stock on the New York Stock Exchange Composite Transactions on December 31, 2003 ($57.13 per share). The value of units for which restrictions were lifted in 2003 and 2002, and the applicable portion of accumulated cash dividends, are reported in the LTIP payouts column in the above table.
(d)
In addition to the performance units granted under the Equity Ownership Plan, in January 2001, Mr. Leonard was granted 200,000 restricted units. 50,000 of the restricted units vest on each of December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004, based on continued service with Entergy. Accumulated dividends will not be paid on Mr. Leonard's restricted units when vested. Ms. Shanks was granted 3,000 restricted units in 2003. Restrictions will be lifted on 1,200 units in 2006 and the remaining 1,800 units in 2011, based on continued service with Entergy. Accumulated dividends will not be paid. The value these individuals may realize is dependent upon both the number of units that vest and the future market price of Entergy common stock.
(e)
Mr. Jackson and Mr. Yelverton retired in 2003.
Option Grants in 2003
	The following table summarizes option grants during 2003 to the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options were granted to such officer.
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
(a)
Options were granted on January 30, 2003, pursuant to the Equity Ownership Plan. All options granted on this date
have an exercise price equal to the closing price of Entergy common stock on the New York Stock Exchange Composite Transactions on January 30, 2003. These options will vest in equal increments, annually, over a three-year period beginning in 2004.
(b)
Calculation based on the market price of the underlying securities assuming the market price increases over the option period and assuming annual compounding. The column presents estimates of potential values based on simple mathematical assumptions. The actual value, if any, a Named Executive Officer may realize is dependent upon the market price on the date of option exercise.
(c)
During 2003, Ms. Conley, Mr. Hintz, Mr. McDonald, Mr. Smith and Mr. Wilder converted presently exercisable stock options into an equivalent total of phantom stock units and reload stock options. They accomplished this by exercising stock options, paying the exercise price for these options by surrendering shares of Entergy stock, and deferring the taxable gain into phantom stock units. Additional options, as indicated above, were granted pursuant to the reload feature of this "stock for stock" exercise method. Under the reload mechanism, eligible participants are granted an additional number of options equal to the number of shares surrendered to pay the exercise price. The reloaded stock options vest immediately and have an exercise price equal to the price of Entergy common stock on the New York Stock Exchange Composite Transactions on the date of exercise of the original options. The reloaded options retain the original grant's expiration date. The reload feature was removed from the Equity Ownership Plan as approved by the Stockholders in May 2003. Reloads are no longer available for options granted after February 13, 2003.
Aggregated Option Exercises in 2003 and December 31, 2003 Option Values
	The following table summarizes the number and value of all unexercised options held by the Named Executive Officers. The absence, in the table below, of any Named Executive Officer indicates that no options are held by such officer.
(a)
Based on the difference between the closing price of Entergy's common stock on the New York Stock Exchange Composite Transactions on the exercise date and the option exercise price.
(b)
Based on the difference between the closing price of Entergy's common stock on the New York Stock Exchange Composite Transactions on December 31, 2003, and the option exercise price.
Long-Term Incentive Plan Awards in 2003
	The following table summarizes the awards of performance units (equivalent to shares of Entergy common stock) granted under the Equity Ownership Plan in 2003 to the Named Executive Officers.
(a)
Performance units awarded will vest at the end of a three-year period, subject to the attainment of approved performance goals for Entergy. Restrictions are lifted based upon the achievement of the cumulative result of these goals for the performance period. The value any Named Executive Officer may realize is dependent upon the number of units that vest, the future market price of Entergy common stock, and the dividends paid during the performance period.
(b)
The threshold, target, and maximum levels correspond to the achievement of 25%, 100%, and 200%, respectively, of Equity Ownership Plan goals. Achievement of a threshold, target, or maximum level would result in the award of the number of units indicated in the respective column. Achievement of a level between these three specified levels would result in the award of a number of units calculated by means of interpolation.
Pension Plan Tables
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
Retirement Income Plan Table
All of the Named Executive Officers participate in a Retirement Income Plan, a defined benefit plan, that provides a benefit for employees at retirement from Entergy based upon (1) generally all years of service beginning at age 21 through termination, with a forty-year maximum, multiplied by (2) 1.5%, multiplied by (3) the final average compensation. Final average compensation is based on the highest consecutive 60 months of covered compensation in the last 120 months of service. The normal form of benefit for a single employee is a lifetime annuity and for a married employee is a 50% joint and survivor annuity. Other actuarially equivalent options are available to each retiree. Retirement benefits are not subject to any deduction for Social Security or other offset amounts. The amount of the Named Executive Officers' annual compensation covered by the plan as of December 31, 2003, is represented by the salary column in the Summary Compensation Table above.
The credited years of service under the Retirement Income Plan, as of December 31, 2003, for the following Named Executive Officers is as follows: Mr. Domino 30; Mr. Leonard 5; Mr. McDonald 20; Mr. Packer 21; and Ms. Shanks 18. The credited years of service under the Retirement Income Plan, as of December 31, 2003 for the following Named Executive Officers, as a result of entering into supplemental retirement agreements, is as follows: Ms. Conley 21; Mr. Hintz 32; Mr. Smith 27; Mr. Taylor 22; and Mr. Wilder 20. Mr. Jackson and Mr. Yelverton retired in 2003 with 23 years of service.
	The maximum benefit under the Retirement Income Plan is limited by Sections 401 and 415 of the Internal Revenue Code of 1986, as amended; however, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy have elected to participate in the Pension Equalization Plan sponsored by Entergy Corporation. Under this plan, certain executives, including the Named Executive Officers, would receive an additional amount equal to the benefit that would have been payable under the Retirement Income Plan, except for the Sections 401 and 415 limitations discussed above.
In addition to the Retirement Income Plan discussed above, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy participate in the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries and the Post-Retirement Plan of Entergy Corporation and Subsidiaries. Participation is limited to one of these two plans and is at the invitation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy. The participant may receive from the appropriate Entergy company a monthly benefit payment not in excess of .025 (under the Supplemental Retirement Plan) or .0333 (under the Post-Retirement Plan) times the participant's average base annual salary (as defined in the plans) for a maximum of 120 months. Mr. Hintz, Mr. Packer and Mr. Yelverton have entered into a Supplemental Retirement Plan participation contract, and Mr. Jackson has entered into a Post-Retirement Plan participation contract. Current estimates indicate that the annual payments to each Named Executive Officer under the above plans would be less than the payments to that officer under the System Executive Retirement Plan discussed below.
System Executive Retirement Plan Table (1)
(1)
Covered pay includes the average of the highest three years of annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits shown are based on a target replacement ratio of 50% based on the years of service and covered compensation shown. The benefits for 10, 15, and 20 or more years of service at the 45% and 55% replacement levels would decrease (in the case of 45%) or increase (in the case of 55%) by the following percentages: 3.0%, 4.5%, and 5.0%, respectively.
		In 1993, Entergy Corporation adopted the System Executive Retirement Plan (SERP). This plan was amended in 1998. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are participating employers in the SERP. The SERP is an unfunded defined benefit plan offered at retirement to certain senior executives, which would currently include all the Named Executive Officers (except for Mr. Leonard). Participating executives choose, at retirement, between the retirement benefits paid under provisions of the SERP or those payable under the Supplemental Retirement Plan or the Post-Retirement Plan discussed above. The plan was amended in 1998 to provide that covered pay is the average of the highest three years annual base pay and incentive awards earned by the executive during the ten years immediately preceding his retirement. Benefits paid under the SERP are calculated by multiplying the covered pay times target pay replacement ratios (45%, 50%, or 55%, dependent on job rating at retirement) that are attained, according to plan design, at 20 years of credited service. The target ratios are increased by 1% for each year of service over 20 years, up to a maximum of 30 years of service. In accordance with the SERP formula, the target ratios are reduced for each year of service below 20 years. The credited years of service under this plan are identical to the years of service for Named Executive Officers (other than Ms. Conley, Mr. Smith, Mr. Taylor, and Mr. Wilder) disclosed above in the section entitled "Pension Plan Tables-Retirement Income Plan Table". Ms. Conley, Mr. Smith, Mr. Taylor, and Mr. Wilder have 4 years, 4 years, 13 years, and 5 years, respectively, of credited service under this plan. Mr. Jackson and Mr. Yelverton retired in 2003 with 30 years of credited service under the plan.
	The amended plan provides that a single employee receives a lifetime annuity and a married employee receives the reduced benefit with a 50% surviving spouse annuity. Other actuarially equivalent options are available to each retiree. SERP benefits are offset by any and all defined benefit plan payments from Entergy. SERP benefits are not subject to Social Security offsets.
	Eligibility for and receipt of benefits under any of the executive plans described above are contingent upon several factors. The participant must agree, without the specific consent of the Entergy company for which such participant was last employed, not to take employment after retirement with any entity that is in competition with, or similar in nature to, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy or any affiliate thereof. Eligibility for benefits is forfeitable for various reasons, including violation of an agreement with Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, certain resignations of employment, or certain terminations of employment without Company permission.
Compensation of Directors
For information regarding compensation of the directors of Entergy Corporation, see the Proxy Statement under the heading "Director Compensation", which information is incorporated herein by reference. Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy currently have no non-employee directors, and none of the current directors of these companies
are compensated for their responsibilities as director.
	Retired non-employee directors of Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans with a minimum of five years of service on the respective Boards of Directors are paid $200 a month for a term of years corresponding to the number of years of active service as directors. Retired non-employee directors with over ten years of service receive a lifetime benefit of $200 a month. Years of service as an advisory director are included in calculating this benefit. System Energy has no retired non-employee directors.
Retired non-employee directors of Entergy Gulf States receive retirement benefits under a plan in which all directors who served continuously for a period of years will receive a percentage of their retainer fee in effect at the time of their retirement for life. The retirement benefit is 30 percent of the retainer fee for service of not less than five nor more than nine years, 40 percent for service of not less than ten nor more than fourteen years, and 50 percent for fifteen or more years of service. For those directors who retired prior to the retirement age, their benefits are reduced. The plan also provides disability retirement and optional hospital and medical coverage if the director has served at least five years prior to the disability. The retired director pays one-third of the premium for such optional hospital and medical coverage and Entergy Gulf States pays the remaining two-thirds. Years of service as an advisory director are included in calculating this benefit.
Executive Retention and Employment Agreements and Change-in-Control Arrangements
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy
Upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Post-Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans).
Retention Agreement with Mr. Leonard - The retention agreement with Mr. Leonard provides that upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason", as such terms are defined in the agreement, other than a termination of employment described in the next paragraph, or (b) by reason of Mr. Leonard's death or disability:
Entergy will pay to him a lump sum cash severance payment equal to three times (in limited circumstances, five times) the sum of Mr. Leonard's base salary and target annual incentive award;
Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;
his supplemental retirement benefit will fully vest, will be determined as if he had remained employed with Entergy until the attainment of age 55, and will commence upon his attainment of age 55;
he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals;
all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and
Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.
If Mr. Leonard's employment is terminated by Entergy for "cause" at any time, or by Mr. Leonard without "good reason" and without Entergy's permission prior to his attainment of age 55, Mr. Leonard will forfeit his supplemental retirement benefit. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" with Entergy's permission prior to his attainment of age 55, Mr. Leonard will be entitled to a supplemental retirement benefit, reduced by 6.5% for each year that the termination date precedes his attainment of age 55, payable commencing upon Mr. Leonard's attainment of age 62. If Mr. Leonard's employment is terminated by Mr. Leonard without "good reason" following his attainment of age 55, Mr. Leonard will be entitled to his full supplemental retirement benefit. The amounts payable under the agreement will be funded in a rabbi trust.
Retention agreement with Mr. Hintz - The retention agreement with Mr. Hintz provides that Mr. Hintz will be paid an initial retention payment of approximately $2.8 million on the date on which a Merger is completed and an additional retention payment of approximately $2.3 million on the second anniversary of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for two years after completion (a) by Mr. Hintz for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Hintz's death or disability:
Entergy will pay to him a lump sum cash severance payment equal to $2.8 million if such termination occurs prior to completion of a Merger or equal to $2.3 million if such termination occurs following completion of a Merger;
Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger;
he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals, if such termination occurs prior to completion of a Merger, or based upon an assumed maximum achievement of applicable performance goals, if such termination occurs following completion of a Merger;
all of his stock options will become fully vested and will remain outstanding for their full ten-year term;
he will be entitled to receive a supplemental retirement benefit that, when combined with Mr. Hintz's SERP benefit, equals the benefit he would have earned under the terms of the SERP as in effect immediately prior to March 25, 1998; and
Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.
Retention Agreement with Mr. Jackson - Mr. Jackson retired from full-time active employment on March 31, 2003. The retention agreement with Mr. Jackson provides that upon retirement in accordance with the agreement, Mr. Jackson: (a) will be entitled to a subsidized retirement benefit equal to the applicable nonqualified retirement benefit payable to Mr. Jackson without reduction for early retirement ("Subsidized Retirement Benefit"); and (b) may enter into a consulting arrangement with Entergy through March 31, 2005, under terms and conditions set forth in the agreement. Mr. Jackson is entitled to certain benefits, as described in the agreement, in the event of a change in control (as defined in the System Executive Continuity Plan) after which Entergy or its successor company fails to honor Mr. Jackson's consulting arrangement.
Employment Agreement with Ms. Shanks - The employment agreement with Ms. Shanks provides for her continued employment until 2011. During this period, Ms. Shanks will continue to participate in all executive plans, programs, and arrangements for which she is eligible. In October of 2011, Ms. Shanks will become a special project coordinator of Entergy Mississippi or another Entergy System company until 2016. During her tenure as special project coordinator, Ms. Shanks will continue to receive her same rate of annual base salary in effect immediately prior to her assumption of this post, but will forfeit an amount sufficient to fund this salary from amounts that would otherwise be credited to her non-qualified deferral accounts. Commencing in October of 2016, Ms. Shanks will be eligible to retire with all of the post-retirement compensation and benefits for which she is eligible.
During the term of the agreement, Ms. Shanks may resign, or Entergy may terminate her for "cause," as defined in the agreement. In either of those events, Ms. Shanks is due no additional compensation or benefits under the agreement. If there is a "change in control" before October of 2011, she remains eligible for benefits under the System Executive Continuity Plan. If the change in control occurs while Ms. Shanks is a special project coordinator, and Entergy's obligations under this agreement are breached, she receives:
a cash payment equal to her remaining unpaid base salary;
all other benefits to which she would be entitled had she remained employed until the conclusion of the term of the agreement; and
all legal fees and expenses incurred in disputing in good faith any term of the agreement.
Retention agreement with Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on the each of the first three anniversaries of the date on which a Merger is completed, if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion (a) by Mr. Smith for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:
Entergy will pay to him a lump sum cash severance payment equal to the unpaid installments, if any, of the retention payments described above;
he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals;
all of his stock options will become fully vested and will remain outstanding for their full ten-year term;
Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.
Retention Agreement with Mr. Wilder - Mr. Wilder voluntarily resigned from Entergy employment effective February 20, 2004. The retention agreement Mr. Wilder previously entered into with Entergy provides, among other things, for payments to be made to him upon termination of employment in certain circumstances in connection with a Merger or otherwise, subject to the terms and conditions of the agreement. In certain circumstances, Mr. Wilder would be entitled to a lump sum cash severance payment equal to three times the sum of his base salary and target annual incentive award and a "gross-up" payment in respect of any excise taxes he might incur. In other circumstances, as a substitute for the above payment, Mr. Wilder (or his beneficiaries) would be entitled to a lump sum cash severance payment equal to four times (in limited circumstances, three times) the sum of his base salary and maximum annual incentive award (in limited circumstances, his target annual incentive award), a pro rata annual incentive award, additional years of credited service under Entergy's supplemental retirement plan, immediate vesting of equity awards, the opportunity to continue to be employed in a special project coordinator position, and a "gross-up" payment in respect of any excise taxes he might incur.
Retention Agreement with Mr. Yelverton - The retention agreement with Mr. Yelverton provides that he will be paid cash retention payments of $680,000 on each of the first three anniversaries of the completion of a Merger if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion (a) by Mr. Yelverton for "good reason" or by Entergy without "cause", as such terms are defined in the agreement or (b) by reason of Mr. Yelverton's death or disability:
Entergy will pay him a lump sum cash severance payment equal to the remaining unpaid portion of the cash retention payments;
he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals;
all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and
Entergy will pay to him a "gross-up" payment in respect of any excise taxes he might incur.
System Executive Continuity Plan - Ms. Conley, Mr. Domino, Mr. McDonald, Mr. Packer, Ms. Shanks, and Mr. Taylor are participants in Entergy's System Executive Continuity Plan, which provides severance pay and benefits under specified circumstances following a change in control. In the event a participant's employment is involuntarily terminated without cause or if a participant terminates for good reason during the change in control period, the participant will be entitled to:
a cash severance payment equal to 1-3 times (depending on the participant's System Management Level) base annual salary and target award payable over a continuation period of 1-3 years (depending on the participant's System Management Level);
continued medical and dental insurance coverage for the continuation period (subject to offset for any similar coverage provided by the participant's new employer);
immediate vesting of performance awards, based upon an assumed achievement of applicable performance targets; and
payment of a "gross-up" payment in respect of any excise taxes the participant might incur.
Participants in the Continuity Plan are subject to post-employment restrictive covenants, including noncompetition provisions, which run for two years for executive officers, but extend to three years if permissible under applicable law.
Personnel Committee Interlocks and Insider Participation
	The compensation of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy executive officers was set by the Personnel Committee of Entergy Corporation's Board of Directors, composed solely of Directors of Entergy Corporation.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
	Entergy Corporation owns 100% of the outstanding common stock of registrants Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy. The information with respect to persons known by Entergy Corporation to be beneficial owners of more than 5% of Entergy Corporation's outstanding common stock is included under the heading "Stockholders Who Own at Least Five Percent" in the Proxy Statement, which information is incorporated herein by reference. The registrants know of no contractual arrangements that may, at a subsequent date, result in a change in control of any of the registrants.
	As of December 31, 2003, the directors, the Named Executive Officers, and the directors and officers as a group for Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, respectively, beneficially owned directly or indirectly common stock of Entergy Corporation as indicated:
*
Director of the respective Company
**
Named Executive Officer of the respective Company
***
Director and Named Executive Officer of the respective Company
(a)
Based on information furnished by the respective individuals. Except as noted, each individual has sole voting and investment power. The number of shares of Entergy Corporation common stock owned by each individual and by all directors and executive officers as a group does not exceed one percent of the outstanding Entergy Corporation common stock.
(b)
Other Beneficial Ownership includes, for the Named Executive Officers, shares of Entergy Corporation common stock that may be acquired within 60 days after December 31, 2003, in the form of unexercised stock options awarded pursuant to the Equity Ownership Plan.
(c)
Represents the balances of stock equivalent units each executive holds under the Executive Annual Incentive Plan Deferral Program, Defined Contribution Restoration Plan, and the Executive Deferred Compensation Plan. These units will be paid out in a combination of Entergy Corporation Common Stock and cash based on the value of Entergy Corporation Common Stock on the date of payout. The deferral period is determined by the individual and is at least two years from the award of the bonus. For directors of Entergy Corporation the stock equivalent units are part of the Service Award for Directors. All non-employee directors are credited with 800 units for each year of service on the Board.
(d)
Dr. Murrill and Mr. Reilley have deferred receipt of an additional 5,100 shares and 2,100 shares, respectively.
(e)
Includes 1,000 shares in which Ms. Murphy has joint ownership and 2,623 shares for Mr. Steinhagen that are in his wife's name.
Equity Compensation Plan Information
Entergy has two plans that grant stock options, equity awards, and incentive awards to key employees of the Entergy subsidiaries. The Equity Ownership Plan is a shareholder-approved stock-based compensation plan. The Equity Awards Plan is a Board-approved stock-based compensation plan. The following table summarizes information about Entergy's stock options awarded under these plans as of December 31, 2003.
Plan
Number of Securities to be Issued Upon Exercise of Outstanding Options
Weighted Average Exercise Price
Number of Securities Remaining Available for Future Issuance (a)
Equity compensation plans
approved by security holders
4,003,462
$38.41
7,786,150
Equity compensation plans not
approved by security holders
11,425,921
38.72
-
Total
15,429,383
$38.64
7,786,150
(a)
Effective upon the May 9, 2003 stockholder re-approval of the Equity Ownership Plan, the Board directed that no further awards be issued under the Equity Awards Plan. As of May 9, 2003, 4,076,628 shares were available for issuance under the Equity Awards Plan.
Entergy shareholders have also approved the "Stock Plan for Outside Directors." This plan grants non-employee members of the Board 600 shares of Entergy common stock in each year of service on the Board, paid in quarterly installments.
Item 13.
Item 13. Certain Relationships and Related Transactions
	During 2003, T. Baker Smith & Son, Inc. performed land-surveying services for, and received payments of approximately $390,689 from Entergy companies. Mr. Wm. Clifford Smith, a director of Entergy Corporation, is Chairman of the Board of T. Baker Smith & Son, Inc. Mr. Smith's children own 100% of the voting stock of T. Baker Smith & Son, Inc.
	See Item 10, "Directors and Executive Officers of the Registrants," for information on certain relationships and transactions required to be reported under this item.
		Other than as provided under applicable corporate laws, Entergy does not have policies whereby transactions involving executive officers and directors are approved by a majority of disinterested directors. However, pursuant to the Entergy Corporation Code of Conduct, transactions involving an Entergy company and its executive officers must have prior approval by the next higher reporting level of that individual, and transactions involving an Entergy company and its directors must be reported to the secretary of the appropriate Entergy company. Also, Entergy's Corporate Governance Guidelines require directors to obtain the approval of the Corporate Governance Committee to participate in a transaction to which Entergy is a party where the director has a direct or indirect financial or personal interest.
Item 14.
Item 14. Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy)
	Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy for the years ended December 31, 2003 and 2002 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting were as follows:
Entergy Corporation (consolidated)
Audit Fees
$3,244,750
$3,043,100
Audit-Related Fees (a)
690,665
392,021
Total audit and audit-related fees
3,935,415
3,435,121
Tax Fees (b)
119,802
128,029
All Other Fees (c)
5,000
35,751
Total Fees (d)
$4,060,217
$3,598,901
Entergy Arkansas
Audit Fees
$402,200
$270,450
Audit-Related Fees (a)
68,963
-
Total audit and audit-related fees
471,163
270,450
Tax Fees
-
-
All Other Fees (c)
-
5,691
Total Fees (d)
$471,163
$276,141
Entergy Gulf States
Audit Fees
$432,050
$255,000
Audit-Related Fees (a)
79,026
-
Total audit and audit-related fees
511,076
255,000
Tax Fees
-
-
All Other Fees
-
-
Total Fees (d)
$511,076
$255,000
Entergy Louisiana
Audit Fees
$355,800
$270,000
Audit-Related Fees (a)
69,617
-
Total audit and audit-related fees
425,417
270,000
Tax Fees
-
-
All Other Fees
-
-
Total Fees (d)
$425,417
$270,000
Entergy Mississippi
Audit Fees
$413,300
$267,650
Audit-Related Fees (a)
53,204
-
Total audit and audit-related fees
466,504
267,650
Tax Fees
-
-
All Other Fees
-
-
Total Fees (d)
$466,504
$267,650
Entergy New Orleans
Audit Fees
$365,800
$256,500
Audit-Related Fees (a)
147,855
85,114
Total audit and audit-related fees
513,655
341,614
Tax Fees
-
-
All Other Fees (c)
-
30,060
Total Fees (d)
$513,655
$371,674
System Energy
Audit Fees
$350,200
$225,350
Audit-Related Fees (a)
8,800
-
Total audit and audit-related fees
359,000
225,350
Tax Fees
-
-
All Other Fees
-
-
Total Fees (d)
$359,000
$225,350
(a)
Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.
(b)
Includes fees for tax return review and tax compliance assistance.
(c)
Includes fees for assistance on regulatory matters. During 2003 the fees for other services were approved under the de minimus provision.
(d)
100% of fees paid in 2003 and approximately 90% of fees paid in 2002 were pre-approved by the Entergy Corporation Audit Committee.
Entergy Audit Committee Guidelines for Pre-approval of Independent Auditor Services
	The Audit Committee has adopted the following guidelines regarding the engagement of Entergy's independent auditor to perform services for Entergy:
1.
The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit related services, tax services, and all other services).
2.
For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC's rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:
Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.
All other services should only be provided by the independent auditor if it is the only qualified provider of that service or if the Audit Committee specifically requests the service.
3.
The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.
4.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.
5.
The Vice President, Risk Management and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)1.
Financial Statements and Independent Auditors' Reports for Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Table of Contents.
(a)2.
Financial Statement Schedules
Independent Auditor's Report on Financial Statement Schedules (see page 368)
Financial Statement Schedules are listed in the Index to Financial Statement Schedules (see page S-1)
(a)3.
Exhibits
Exhibits for Entergy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy are listed in the Exhibit Index (see page E-1). Each management contract or compensatory plan or arrangement required to be filed as an exhibit hereto is identified as such by footnote in the Exhibit Index.
(b)
Reports on Form 8-K
Entergy Corporation
A Current Report on Form 8-K, dated January 20, 2004, was filed with the SEC on January 20, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits," Item 9. "Regulation FD Disclosure," and Item 12. "Results of Operations and Financial Condition."
Entergy Corporation
A Current Report on Form 8-K, dated February 2, 2004, was filed with the SEC on February 2, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure."
Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana , Entergy Mississippi, and Entergy New Orleans
A Current Report on Form 8-K, dated February 12, 2004, was filed with the SEC on February 12, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits" and Item 9. "Regulation FD Disclosure."
Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana , Entergy Mississippi, and Entergy New Orleans
A Current Report on Form 8-K, dated February 16, 2004, was filed with the SEC on February 17, 2004, reporting information under Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits," Item 9. "Regulation FD Disclosure," and Item 12. "Results of Operations and Financial Condition."
Entergy Corporation, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana , Entergy Mississippi, Entergy New Orleans, and System Energy
A Current Report on Form 8-K, dated February 20, 2004, was filed with the SEC on February 23, 2004, reporting information under Item 5. "Other Events" and Item 7. "Financial Statements, Pro Forma Financial Statements and Exhibits."
ENTERGY CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY CORPORATION
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
J. Wayne Leonard (Chief Executive Officer and Director; Principal Executive Officer); Robert v.d. Luft (Chairman of the Board and Director); Leo P. Denault (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman, W. Frank Blount, George W. Davis, Simon deBee, Claiborne P. Deming, Alexis M. Herman, Kathleen A. Murphy, Paul W. Murrill, James R. Nichols, William A. Percy, II, Dennis H. Reilley, Wm. Clifford Smith, Bismark A. Steinhagen, and Steven V. Wilkinson (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
ENTERGY ARKANSAS, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY ARKANSAS, INC.
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
Hugh T. McDonald (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
ENTERGY GULF STATES, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY GULF STATES, INC.
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
Joseph F. Domino (Chairman of the Board, President, Chief Executive Officer-Texas, and Director; Principal Executive Officer); E. Renae Conley (President, Chief Executive Officer-Louisiana, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
ENTERGY LOUISIANA, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY LOUISIANA, INC.
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
E. Renae Conley (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
ENTERGY MISSISSIPPI, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY MISSISSIPPI, INC.
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
Carolyn C. Shanks (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
ENTERGY NEW ORLEANS, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
ENTERGY NEW ORLEANS, INC.
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
Daniel F. Packer (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Jay A. Lewis (Vice President, Chief Financial Officer - Operations; Principal Financial Officer); Donald C. Hintz, Richard J. Smith, and Leo P. Denault (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
SYSTEM ENERGY RESOURCES, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
SYSTEM ENERGY RESOURCES, INC.
By 	/s/ Nathan E. Langston	
Nathan E. Langston, Senior Vice President
and Chief Accounting Officer
Date: March 9, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company and any subsidiaries thereof.
Signature
Title
Date
/s/ Nathan E. Langston
Nathan E. Langston
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
March 9, 2004
Gary J. Taylor (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Theodore H. Bunting, Jr. (Vice President, Chief Financial Officer - Nuclear Operations; Principal Financial Officer); Donald C. Hintz and Leo P. Denault (Directors).
By: /s/ Nathan E. Langston
(Nathan E. Langston, Attorney-in-fact)
March 9, 2004
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENTS
We consent to the incorporation by reference in Post-Effective Amendments No. 3 and 5A on Form S-8 and their related prospectuses to Registration Statement No. 33-54298 of Entergy Corporation on Form S-4, Registration Statements No. 333-02503 and 333-22007 of Entergy Corporation ("Corporation") on Form S-3 and Registration Statements No. 333-98179, 333-90914, 333-75097, 333-55692, and 333-68950 of the Corporation on Form S-8 of our reports dated March 9, 2004, which reports include an explanatory paragraph regarding the Corporation's change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, the change in 2002 in the method of accounting for goodwill and intangible assets, and the change in 2001 in the method of accounting for derivative instruments; appearing in this Annual Report on Form 10-K of the Corporation for the year ended December 31, 2003.
We consent to the incorporation by reference in Registration Statements No. 33-50289, 333-00103, 333-05045, and 333-109453 of Entergy Arkansas, Inc. on Form S-3 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding Entergy Arkansas, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, 2003.
We consent to the incorporation by reference in Registration Statements No. 33-49739, 33-51181, 333-60957 and 333-109923 of Entergy Gulf States, Inc. on Form S-3 and Registration Statement No. 333-17911 of Entergy Gulf States, Inc. on Form S-2 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding Entergy Gulf States, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of Entergy Gulf States, Inc. for the year ended December 31, 2003.
We consent to the incorporation by reference in Registration Statements No. 33-46085, 33-39221, 33-50937, 333-00105, 333-01329, 333-03567 and 333-93683 of Entergy Louisiana, Inc. on Form S-3 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding Entergy Louisiana, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of Entergy Louisiana, Inc. for the year ended December 31, 2003.
We consent to the incorporation by reference in Registration Statements No. 33-53004, 33-55826, and 333-110675 of Entergy Mississippi, Inc. on Form S-3 of our report dated March 9, 2004, appearing in this Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2003.
We consent to the incorporation by reference in Registration Statements No. 33-57926, 333-00255 and 333-95599 of Entergy New Orleans, Inc. on Form S-3 of our report dated March 9, 2004, appearing in this Annual Report on Form 10-K of Entergy New Orleans, Inc. for the year ended December 31, 2003.
We consent to the incorporation by reference in Registration Statements No. 33-47662, 33-61189, and 333-06717 of System Energy Resources, Inc. on Form S-3 of our report dated March 9, 2004, which report includes an explanatory paragraph regarding System Energy Resources, Inc.'s change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2003.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
March 10, 2004
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Entergy Corporation:
We have audited the consolidated financial statements of Entergy Corporation and we have also audited the financial statements of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (the Companies), as of December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, and have issued our reports thereon dated March 5, 2004. Our report on the consolidated financial statements of the Corporation includes an explanatory paragraph regarding its change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities, its change in 2002 in the method of accounting for goodwill and intangible assets, and its change in 2001 in the method of accounting for derivative instruments. Our reports on the financial statements of Entergy Arkansas, Inc., Entergy Gulf States, Inc., and Entergy Louisiana, Inc.'s each include an explanatory paragraph regarding their change in 2003 in the method of accounting for asset retirement obligations and for consolidation of variable interest entities. The financial statements described above, and our respective reports thereon are included elsewhere in this 2003 Annual Report to Shareholders. Our audits also included the consolidated financial statement schedules of Entergy Corporation and the financial statement schedules of Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., listed in Item 15. These financial statements and financial statement schedules are the responsibility of the Corporation's and the respective Companies' managements. Our responsibility is to express our opinions on the financial statements and financial statement schedules based on our audits. (We did not audit the financial statements of Entergy-Koch, LP for the year ended December 31, 2003, the Corporation's investment in which is accounted for by the use of the equity method. The Corporation's equity in earnings of unconsolidated equity affiliates for the year ended December 31, 2003 includes $180,110,000 for Entergy Koch, LP, which earnings were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amount audited by other auditors included for such company, is based solely on the report of such other auditors.) In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
March 9, 2004
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule
Page
I
Financial Statements of Entergy Corporation:
Statements of Income - For the Years Ended December 31, 2003, 2002, and 2001
S-2
Statements of Cash Flows - For the Years Ended December 31, 2003, 2002, and 2001
S-3
Balance Sheets, December 31, 2003 and 2002
S-4
Statements of Retained Earnings, Comprehensive Income, and Paid-In Capital for the Years Ended December 31, 2003, 2002, and 2001
S-5
II
Valuation and Qualifying Accounts 2003, 2002 and 2001:
Entergy Corporation and Subsidiaries
S-6
Entergy Arkansas, Inc.
S-7
Entergy Gulf States, Inc.
S-8
Entergy Louisiana, Inc.
S-9
Entergy Mississippi, Inc.
S-10
Entergy New Orleans, Inc.
S-11
Schedules other than those listed above are omitted because they are not required, not applicable, or the required information is shown in the financial statements or notes thereto.
Columns have been omitted from schedules filed because the information is not applicable.
ENTERGY CORPORATION
SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION STATEMENTS OF INCOME
For the Years Ended December 31, 2003 2002 2001 (In Thousands)
Income: Equity in income of subsidiaries $948,856 $629,367 $801,155 Interest on temporary investments 36,400 46,964 18,889 -------- -------- -------- Total 985,256 676,331 820,044 -------- -------- --------
Expenses and Other Deductions: Administrative and general expenses 2,425 41,126 45,525 Income taxes (credit) (4,574) 6,948 9,787 Taxes other than income 753 588 825 Interest 59,709 28,309 37,711 -------- -------- -------- Total 58,313 76,971 93,848 -------- -------- --------
Net Income $926,943 $599,360 $726,196 ======== ======== ======== See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.
ENTERGY CORPORATION
SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION STATEMENTS OF CASH FLOWS
Year to Date December 31, 2003 2002 2001 (In Thousands) Operating Activities: Net income $926,943 $599,360 $726,196 Noncash items included in net income: Equity in earnings of subsidiaries (943,059) (629,367) (801,155) Deferred income taxes (2,811) (4,803) 11,005 Depreciation 591 912 1,391 Changes in working capital: Receivables (878) 1,430 (1,804) Payables (9,258) 4,898 1,140 Other working capital accounts 145,014 (480,711) 489,997 Common stock dividends received from subsidiaries 424,993 618,400 440,300 Other 92,933 68,981 (19,418) -------- -------- -------- Net cash flow provided by operating activities 634,468 179,100 847,652 -------- -------- --------
Investing Activities: Investment in subsidiaries (254,894) (256,212) (239,180) Capital expenditures 874 (768) (103) Changes in other temporary investments (10,328) 4,782 (4,782) Other (59,719) 103 897 -------- -------- -------- Net cash flow used in investing activities (324,067) (252,095) (243,168) -------- -------- --------
Financing Activities: Changes in credit line borrowings (499,975) 245,000 (36,999) Advances to subsidiaries (7,254) (6,460) 27,067 Common stock dividends paid (362,814) (298,991) (269,122) Repurchase of common stock (8,135) (118,499) (36,895) Notes receivable to/from associated companies (111,595) (146,380) (368,992) Issuance of common stock 217,521 130,061 64,345 Issuance of long-term debt 534,362 265,330 - -------- -------- -------- Net cash flow provided by (used in) financing activities (237,890) 70,061 (620,596) -------- -------- --------
Net increase (decrease) in cash and cash equivalents 72,511 (2,934) (16,112)
Cash and cash equivalents at beginning of period 7,887 10,821 26,933 -------- -------- --------
Cash and cash equivalents at end of period $80,398 $7,887 $10,821 ======== ======== ======== See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.
ENTERGY CORPORATION
SCHEDULE I - FINANCIAL STATEMENTS OF ENTERGY CORPORATION BALANCE SHEETS
December 31, 2003 2002 ASSETS (In Thousands) Current Assets: Cash and cash equivalents: Temporary cash investments - at cost, which approximates market $80,398 $7,887 ---------- ---------- Total cash and cash equivalents 80,398 7,887 ---------- ---------- Other temporary investments 10,328 - Notes receivable - associated companies 626,968 515,373 Accounts receivable - associated companies 44,639 9,989 Other 53,549 46,383 ---------- ---------- Total 815,882 579,632 ---------- ----------
Investment in Wholly-owned Subsidiaries 8,607,556 7,819,408
Deferred Debits and Other Assets 540,924 475,797 ---------- ----------
Total $9,964,362 $8,874,837 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable: Associated companies $2,433 $2,937 Other 745 10,003 Other current liabilities 188,779 8,725 ---------- ---------- Total 191,957 21,665 ---------- ----------
Deferred Credits and Noncurrent Liabilities 234,558 152,935 ---------- ----------
Long-term debt 900,025 862,000
Shareholders' Equity: Common stock, $.01 par value, authorized 500,000,000 shares; issued 248,174,087 shares in 2003 and in 2002 2,482 2,482 Paid-in capital 4,702,932 4,666,753 Retained earnings 4,502,508 3,938,693 Accumulated other comprehensive loss (8,948) (22,360) Less cost of treasury stock (19,276,445 shares in 2003 and 25,752,410 shares in 2002) 561,152 747,331 ---------- ---------- Total common shareholders' equity 8,637,822 7,838,237 ---------- ----------
Total $9,964,362 $8,874,837 ========== ========== See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.
ENTERGY CORPORATION CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
For the Years Ended December 31, 2003 2002 2001 (In Thousands)
RETAINED EARNINGS Retained Earnings - Beginning of period $3,938,693 $3,638,448 $3,190,639
Add: Earnings applicable to common stock 926,943 $926,943 599,360 $599,360 726,196 $726,196
Deduct: Dividends declared on common stock 362,941 299,031 278,342 Capital stock and other expenses 187 84 45 ---------- ---------- ---------- Total 363,128 299,115 278,387 ---------- ---------- ----------
Retained Earnings - End of period $4,502,508 $3,938,693 $3,638,448 ========== ========== ==========
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Net of taxes): Balance at beginning of period: Accumulated derivative instrument fair value changes $17,313 ($17,973) $- Other accumulated comprehensive (loss) items (39,673) (70,821) (75,033) ---------- ---------- ---------- Total (22,360) (88,794) (75,033) ---------- ---------- ----------
Cumulative effect to January 1, 2001 of accounting change regarding fair value of derivative instruments - - (18,021)
Net derivative instrument fair value changes arising during the period (43,124) (43,124) 35,286 35,286 48 48
Foreign currency translation adjustments 4,169 4,169 65,948 (15,487) 4,615 4,615
Minimum pension liability adjustment - - (10,489) (10,489) - -
Net unrealized investment gains (losses) 52,367 52,367 (24,311) (24,311) (403) (403) ---------- ---------- ----------
Balance at end of period: Accumulated derivative instrument fair value changes (25,811) 17,313 (17,973) Other accumulated comprehensive (loss) items 16,863 (39,673) (70,821) ---------- ---------- ---------- Total ($8,948)-------- ($22,360)-------- ($88,794) -------- Comprehensive Income ========== $940,355 ========== $584,359 ========== $730,456 ======== ======== ========
PAID-IN CAPITAL Paid-in Capital - Beginning of period $4,666,753 $4,662,704 $4,660,483
Add: Common stock issuances related to stock plans 36,179 4,049 2,221 ---------- ---------- ----------
Paid-in Capital - End of period $4,702,932 $4,666,753 $4,662,704 ========== ========== ==========
See Entergy Corporation and Subsidiaries Notes to Financial Statements in Part II, Item 8.
ENTERGY CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2003, 2002, and 2001 (In Thousands)
Column A Column B Column C Column D Column E Other Additions Changes Deductions Balance at from Balance Beginning Charged to Provisions at End Description of Period Income (Note 1) of Period Year ended December 31, 2003 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $27,285 $12,598 $13,907 $25,976 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(93,941) $108,221 $137,593 $(123,313) Injuries and damages (Note 2) 30,629 29,255 25,695 34,189 Environmental 26,488 11,621 11,595 26,514 --------- -------- -------- --------- Total $(36,824) $149,097 $174,883 $(62,610) ========= ======== ======== =========
Year ended December 31, 2002 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $28,355 $13,024 $14,094 $27,285 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(203,537) $211,210 $101,614 $(93,941) Injuries and damages (Note 2) 29,385 26,667 25,423 30,629 Environmental 34,802 39,368 47,682 26,488 --------- -------- -------- --------- Total $(139,350) $277,245 $174,719 $(36,824) ========= ======== ======== =========
Year ended December 31, 2001 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $17,782 $16,393 $5,820 $28,355 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(108,351) $45,714 $140,900 $(203,537) Injuries and damages (Note 2) 35,135 20,334 26,084 29,385 Environmental 37,183 7,442 9,823 34,802 --------- -------- -------- --------- Total $(36,033) $73,490 $176,807 $(139,350) ========= ======== ======== ========= ___________ Notes: (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
ENTERGY ARKANSAS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2003, 2002, and 2001 (In Thousands)
Column A Column B Column C Column D Column E Other Additions Changes Deductions Balance at from Balance Beginning Charged to Provisions at End Description of Period Income (Note 1) of Period Year ended December 31, 2003 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $8,031 $2,626 $1,637 $9,020 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(13,789) $31,452 $42,946 $(25,283) Injuries and damages (Note 2) 2,700 2,950 2,297 3,353 Environmental 1,624 2,280 2,175 1,729 --------- -------- -------- --------- Total $(9,465) $36,682 $47,418 $(20,201) ========= ======== ======== =========
Year ended December 31, 2002 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $5,837 $2,194 $- $8,031 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(178,715) $183,438 $18,512 $(13,789) Injuries and damages (Note 2) 2,890 3,129 3,319 2,700 Environmental 6,910 1,999 7,285 1,624 --------- -------- -------- --------- Total $(168,915) $188,566 $29,116 $(9,465) ========= ======== ======== =========
Year ended December 31, 2001 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $4,196 $1,758 $117 $5,837 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(80,297) $16,155 $114,573 $(178,715) Injuries and damages (Note 2) 3,152 2,367 2,629 2,890 Environmental 7,136 2,181 2,407 6,910 --------- -------- -------- --------- Total $(70,009) $20,703 $119,609 $(168,915) ========= ======== ======== ========= ___________ Notes: (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
ENTERGY GULF STATES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2003, 2002, and 2001 (In Thousands)
Column A Column B Column C Column D Column E Other Additions Changes Deductions Balance at from Balance Beginning Charged to Provisions at End Description of Period Income (Note 1) of Period Year ended December 31, 2003 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $5,893 $4,484 $5,521 $4,856 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets-- Property insurance $(45,287) $26,988 $39,054 $(57,353) Injuries and damages (Note 2) 8,284 8,805 5,535 11,554 Environmental 15,417 3,319 4,025 14,711 --------- -------- -------- --------- Total ($21,586) $39,112 $48,614 ($31,088) ========= ======== ======== =========
Year ended December 31, 2002 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $3,696 $3,961 $1,764 $5,893 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets-- Property insurance $(8,721) $4,486 $41,052 $(45,287) Injuries and damages (Note 2) 6,773 7,684 6,173 8,284 Environmental 18,716 34,296 37,595 15,417 --------- -------- -------- --------- Total $16,768 $46,466 $84,820 ($21,586) ========= ======== ======== =========
Year ended December 31, 2001 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $4,810 $940 $2,054 $3,696 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets-- Property insurance $(5,698) $4,485 $7,508 $(8,721) Injuries and damages (Note 2) 9,406 5,266 7,899 6,773 Environmental 20,671 2,306 4,261 18,716 --------- -------- -------- --------- Total $24,379 $12,057 $19,668 $16,768 ========= ======== ======== ========= ___________ Notes: (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
ENTERGY LOUISIANA, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2003, 2002, and 2001 (In Thousands)
Column A Column B Column C Column D Column E Other Additions Changes Deductions Balance at from Balance Beginning Charged to Provisions at End Description of Period Income (Note 1) of Period Year ended December 31, 2003 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $4,090 $2,152 $1,755 $4,487 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(39,048) $36,691 $38,521 $(40,878) Injuries and damages (Note 2) 9,114 5,256 5,833 8,537 Environmental 8,157 2,441 3,353 7,245 --------- -------- -------- --------- Total $(21,777) $44,388 $47,707 $(25,096) ========= ======== ======== =========
Year ended December 31, 2002 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $2,909 $1,181 $- $4,090 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(26,575) $14,064 $26,537 $(39,048) Injuries and damages (Note 2) 9,829 4,750 5,465 9,114 Environmental 8,127 1,843 1,813 8,157 --------- -------- -------- --------- Total $(8,619) $20,657 $33,815 $(21,777) ========= ======== ======== =========
Year ended December 31, 2001 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $2,552 $385 $28 $2,909 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(27,040) $11,900 $11,435 $(26,575) Injuries and damages (Note 2) 11,583 3,674 5,428 9,829 Environmental 7,793 2,051 1,717 8,127 --------- -------- -------- --------- Total $(7,664) $17,625 $18,580 $(8,619) ========= ======== ======== =========
___________ Notes: (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
ENTERGY MISSISSIPPI, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2003, 2002, and 2001 (In Thousands)
Column A Column B Column C Column D Column E Other Additions Changes Deductions Balance at from Balance Beginning Charged to Provisions at End Description of Period Income (Note 1) of Period Year ended December 31, 2003 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $1,633 $587 $845 $1,375 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(2,937) $12,323 $12,867 $(3,481) Injuries and damages (Note 2) 7,928 7,410 9,924 5,414 Environmental 667 1,482 1,654 495 --------- -------- -------- --------- Total $5,658 $21,215 $24,445 $2,428 ========= ======== ======== =========
Year ended December 31, 2002 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $1,232 $1,063 $662 $1,633 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $1,279 $8,882 $13,098 $(2,937) Injuries and damages (Note 2) 6,306 5,526 3,904 7,928 Environmental 487 886 706 667 --------- -------- -------- --------- Total $8,072 $15,294 $17,708 $5,658 ========= ======== ======== =========
Year ended December 31, 2001 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $1,197 $45 $10 $1,232 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $(4,765) $13,124 $7,080 $1,279 Injuries and damages (Note 2) 6,694 8,196 8,584 6,306 Environmental 511 581 605 487 --------- -------- -------- --------- Total $2,440 $21,901 $16,269 $8,072 ========= ======== ======== =========
___________ Notes: (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
ENTERGY NEW ORLEANS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2003, 2002, and 2001 (In Thousands)
Column A Column B Column C Column D Column E Other Additions Changes Deductions Balance at from Balance Beginning Charged to Provisions at End Description of Period Income (Note 1) of Period Year ended December 31, 2003 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $4,774 $2,479 $4,149 $3,104 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $7,120 $767 $4,205 $3,682 Injuries and damages (Note 2) 2,603 2,514 1,040 4,077 Environmental 623 428 388 663 --------- -------- -------- --------- Total $10,346 $3,709 $5,633 $8,422 ========= ======== ======== =========
Year ended December 31, 2002 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $4,273 $501 $- $4,774 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $9,195 $340 $2,415 $7,120 Injuries and damages (Note 2) 3,587 5,578 6,562 2,603 Environmental 562 344 283 623 --------- -------- -------- --------- Total $13,344 $6,262 $9,260 $10,346 ========= ======== ======== =========
Year ended December 31, 2001 Accumulated Provisions Deducted from Assets-- Doubtful Accounts $2,463 $5,422 $3,612 $4,273 ========= ======== ======== ========= Accumulated Provisions Not Deducted from Assets: Property insurance $9,449 $50 $304 $9,195 Injuries and damages (Note 2) 4,300 831 1,544 3,587 Environmental 1,072 323 833 562 --------- -------- -------- --------- Total $14,821 $1,204 $2,681 $13,344 ========= ======== ======== =========
___________ Notes: (1) Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amounts previously written off.
(2) Injuries and damages provision is provided to absorb all current expenses as appropriate and for the estimated cost of settling claims for injuries and damages.
EXHIBIT INDEX
The following exhibits indicated by an asterisk preceding the exhibit number are filed herewith. The balance of the exhibits have heretofore been filed with the SEC, respectively, as the exhibits and in the file numbers indicated and are incorporated herein by reference. The exhibits marked with a (+) are management contracts or compensatory plans or arrangements required to be filed herewith and required to be identified as such by Item 14 of Form 10-K. Reference is made to a duplicate list of exhibits being filed as a part of this Form 10-K, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being physically filed with this Form 10-K.
(3) (i) Articles of Incorporation
Entergy Corporation
(a) --
Certificate of Incorporation of Entergy Corporation dated December 31, 1993 (A-1(a) to Rule 24 Certificate in 70-8059).
System Energy
(b) --
Amended and Restated Articles of Incorporation of System Energy and amendments thereto through April 28, 1989 (A-1(a) to Form U-1 in 70-5399).
Entergy Arkansas
(c) --
Amended and Restated Articles of Incorporation of Entergy Arkansas effective November 12, 1999 (3(i)(c)1 to Form 10-K for the year ended December 31, 1999 in 1-10764).
Entergy Gulf States
(d) --
Restated Articles of Incorporation of Entergy Gulf States effective November 17, 1999 (3(i)(d)1 to Form 10-K for the year ended December 31, 1999 in 1-27031).
Entergy Louisiana
(e) --
Amended and Restated Articles of Incorporation of Entergy Louisiana effective November 15, 1999 (3(a) to Form S-3 in 333-93683).
Entergy Mississippi
(f) --
Amended and Restated Articles of Incorporation of Entergy Mississippi effective November 12, 1999 (3(i)(f)1 to Form 10-K for the year ended December 31, 1999 in 0-320).
Entergy New Orleans
(g) --
Amended and Restated Articles of Incorporation of Entergy New Orleans effective November 15, 1999 (3(a) to Form S-3 in 333-95599).
(3) (ii) By-Laws
(a) --
By-Laws of Entergy Corporation as amended January 29, 1999, and as presently in effect (4.2 to Form S-8 in File No. 333-75097).
(b) --
By-Laws of System Energy effective July 6, 1998, and as presently in effect (3(f) to Form 10-Q for the quarter ended June 30, 1998 in 1-9067).
(c) --
By-Laws of Entergy Arkansas effective November 26, 1999, and as presently in effect (3(ii)(c) to Form 10-K for the year ended December 31, 1999 in 1-10764).
(d) --
By-Laws of Entergy Gulf States effective November 26, 1999, and as presently in effect (3(ii)(d) to Form 10-K for the year ended December 31, 19991-27031).
(e) --
By-Laws of Entergy Louisiana effective November 26, 1999, and as presently in effect (3(b) to Form S-3 in File No. 333-93683).
(f) --
By-Laws of Entergy Mississippi effective November 26, 1999, and as presently in effect (3(ii)(f) to Form 10-K for the year ended December 31, 1999 in 0-320).
(g) --
By-Laws of Entergy New Orleans effective November 30, 1999, and as presently in effect (3(b) to Form S-3 in File No. 333-95599).
(4) Instruments Defining Rights of Security Holders, Including Indentures
Entergy Corporation
(a) 1 --
See (4)(b) through (4)(g) below for instruments defining the rights of holders of long-term debt of System Energy, Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans.
(a) 2 --
Credit Agreement, dated as of May 15, 2003, among Entergy Corporation, the Banks (ABN AMRO Bank N.V., Bank One, N.A., Barclays Bank PLC, Bayerische Hypo-und Vereinsbank AG (New York Branch), BNP Paribas, Citibank, N.A., CoBank, ACB, Credit Lyonnais (New York Branch), Credit Suisse First Boston (Cayman Islands Branch), Deutsche Bank AG New York Branch, J. P. Morgan Chase Bank, KBC Bank N.V., KeyBank National Association, Lehman Brothers Bank, FSB, Mellon Bank, N.A., Mizuho Corporate Bank Limited, Morgan Stanley Bank, Regions Bank, Societe Generale, The Bank of New York, The Bank of Nova Scotia, The Royal Bank of Scotland plc, Union Bank of California, N.A., Wachovia Bank (National Association), and West LB AG, New York Branch, formerly know as Westdeutsche Landesbank Girozentrale, New York Branch), and Citibank, N.A., as Administrative Agent
(4(c) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).
(a) 3 --
Assumption Agreement, dated July 15, 2002, among Entergy Corporation, CO Bank, ACB, (as Additional Lender), and Citibank N.A., (as Administrative Agent) (4(b) to Form 10-Q for the quarter ended June 30, 2002 in 1-11299).
(a) 4 --
Indenture, dated as of December 1, 2002, between Entergy Corporation and Deutsche Bank Trust Company Americas, as Trustee (10(a)4 to Form 10-K for the year ended December 31, 2002 in 1-11299).
(a) 5 --
Officer' Certificate for Entergy Corporation (4(c) to Form 10-Q for the quarter ended March 31, 2003).
(a) 6 --
Officer' Certificate for Entergy Corporation (4(d) to Form 10-Q for the quarter ended March 31, 2003).
(a) 7 --
Officer' Certificate for Entergy Corporation (4(d) to Form 10-Q for the quarter ended June 30, 2003).
(a) 8 --
Officer' Certificate for Entergy Corporation (4(a) to Form 10-Q for the quarter ended September 30, 2003).
*(a) 9 --
Officer' Certificate for Entergy Corporation.
*(a) 10--
Officer' Certificate for Entergy Corporation.
*(a) 11--
Credit Agreement, dated as of November 24, 2003, among Entergy Corporation, Bayerische Hypo-und Vereinsbank AG, New York Branch, the Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
System Energy
(b) 1 --
Mortgage and Deed of Trust, dated as of June 15, 1977, as amended by
twenty-two Supplemental Indentures (A-1 in 70-5890 (Mortgage); B and C to Rule 24 Certificate in 70-5890 (First); B to Rule 24 Certificate in 70-6259 (Second); 20(a)-5 to Form 10-Q for the quarter ended June 30, 1981 in 1-3517 (Third); A-1(e)-1 to Rule 24 Certificate in 70-6985 (Fourth); B to Rule 24 Certificate in 70-7021 (Fifth); B to Rule 24 Certificate in 70-7021 (Sixth); A-3(b) to Rule 24 Certificate in 70-7026 (Seventh); A-3(b) to Rule 24 Certificate in 70-7158 (Eighth); B to Rule 24 Certificate in 70-7123 (Ninth); B-1 to Rule 24 Certificate in 70-7272 (Tenth); B-2 to Rule 24 Certificate in 70-7272 (Eleventh); B-3 to Rule 24 Certificate in 70-7272 (Twelfth); B-1 to Rule 24 Certificate in 70-7382 (Thirteenth); B-2 to Rule 24 Certificate in 70-7382 (Fourteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Fifteenth); A-2(c) to Rule 24 Certificate in 70-7946 (Sixteenth); A-2(d) to Rule 24 Certificate in 70-7946 (Seventeenth); A-2(e) to Rule 24 Certificate dated May 4, 1993 in 70-7946 (Eighteenth); A-2(g) to Rule 24 Certificate dated May 6, 1994 in 70-7946 (Nineteenth); A-2(a)(1) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twentieth); A-2(a)(2) to Rule 24 Certificate dated August 8, 1996 in 70-8511 (Twenty-first); and A-2(a) to Rule 24 Certificate dated October 4, 2002 in 70-9753 (Twenty-second)).
(b) 2 --
Facility Lease No. 1, dated as of December 1, 1988, between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (1) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-3(d) to Rule 24 Certificate dated January 31, 1994 in 70-8215).
(b) 3 --
Facility Lease No. 2, dated as of December 1, 1988 between Meridian Trust Company and Stephen M. Carta (Steven Kaba, successor), as Owner Trustees, and System Energy (B-2(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561), as supplemented by Lease Supplement No. 1 dated as of April 1, 1989 (B-22(b) (2) to Rule 24 Certificate dated April 21, 1989 in 70-7561) and Lease Supplement No. 2 dated as of January 1, 1994 (B-4(d) Rule 24 Certificate dated January 31, 1994 in 70-8215).
Entergy Arkansas
(c) 1 --
Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by sixty-one Supplemental Indentures (7(d) in 2-5463 (Mortgage); 7(b) in 2-7121 (First); 7(c) in 2-7605 (Second); 7(d) in 2-8100 (Third); 7(a)-4 in 2-8482 (Fourth); 7(a)-5 in 2-9149 (Fifth); 4(a)-6 in 2-9789 (Sixth); 4(a)-7 in 2-10261 (Seventh); 4(a)-8 in 2-11043 (Eighth); 2(b)-9 in 2-11468 (Ninth); 2(b)-10 in 2-15767 (Tenth); D in 70-3952 (Eleventh); D in 70-4099 (Twelfth); 4(d) in 2-23185 (Thirteenth); 2(c) in 2-24414 (Fourteenth); 2(c) in 2-25913 (Fifteenth); 2(c) in 2-28869 (Sixteenth); 2(d) in 2-28869 (Seventeenth); 2(c) in 2-35107 (Eighteenth); 2(d) in 2-36646 (Nineteenth); 2(c) in 2-39253 (Twentieth); 2(c) in 2-41080 (Twenty-first); C-1 to Rule 24 Certificate in 70-5151 (Twenty-second); C-1 to Rule 24 Certificate in 70-5257 (Twenty-third); C to Rule 24 Certificate in 70-5343 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-5404 (Twenty-fifth); C to Rule 24 Certificate in 70-5502 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-5556 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-5693 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6078 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6174 (Thirtieth); C-1 to Rule 24 Certificate in 70-6246 (Thirty-first); C-1 to Rule 24 Certificate in 70-6498 (Thirty-second); A-4b-2 to Rule 24 Certificate in 70-6326 (Thirty-third); C-1 to Rule 24 Certificate in 70-6607 (Thirty-fourth); C-1 to Rule 24 Certificate in 70-6650 (Thirty-fifth); C-1 to Rule 24 Certificate dated December 1, 1982 in 70-6774 (Thirty-sixth); C-1 to Rule 24 Certificate dated February 17, 1983 in 70-6774 (Thirty-seventh); A-2(a) to Rule 24 Certificate dated December 5, 1984 in 70-6858 (Thirty-eighth); A-3(a) to Rule 24 Certificate in 70-7127 (Thirty-ninth); A-7 to Rule 24 Certificate in 70-7068 (Fortieth); A-8(b) to Rule 24 Certificate dated July 6, 1989 in 70-7346 (Forty-first); A-8(c) to Rule 24 Certificate dated February 1, 1990 in 70-7346 (Forty-second); 4 to Form 10-Q for the quarter ended September 30, 1990 in 1-10764 (Forty-third); A-2(a) to Rule 24 Certificate dated November 30, 1990 in 70-7802 (Forty-fourth); A-2(b) to Rule 24 Certificate dated January 24, 1991 in 70-7802 (Forty-fifth); 4(d)(2) in 33-54298 (Forty-sixth); 4(c)(2) to Form 10-K for the year ended December 31, 1992 in 1-10764 (Forty-seventh); 4(b) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-eighth); 4(c) to Form 10-Q for the quarter ended June 30, 1993 in 1-10764 (Forty-ninth); 4(b) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fiftieth); 4(c) to Form 10-Q for the quarter ended September 30, 1993 in 1-10764 (Fifty-first); 4(a) to Form 10-Q for the quarter ended June 30, 1994 in 1-10764 (Fifty-second);
C-2 to Form U5S for the year ended December 31, 1995 (Fifty-third); C-2(a) to Form U5S for the year ended December 31, 1996 (Fifty-fourth); 4(a) to Form 10-Q for the quarter ended March 31, 2000 in 1-10764 (Fifty-fifth); 4(a) to Form 10-Q for the quarter ended September 30, 2001 in 1-10764 (Fifty-sixth); C-2(a) to Form U5S for the year ended December 31, 2001 (Fifty-seventh); 4(c)1 to Form 10-K for the year December 31, 2002 in 1-10764 (Fifty-eighth); 4(a) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Fifty-ninth); 4(f) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixtieth); and 4(h) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixty-first)).
(c) 2 --
Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities between Entergy Arkansas and Bank of New York (as Trustee), dated as of August 1, 1996 (A-1(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723).
(c) 3 --
Amended and Restated Trust Agreement of Entergy Arkansas Capital I, dated as of August 14, 1996 (A-3(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723).
(c) 4 --
Guarantee Agreement between Entergy Arkansas (as Guarantor) and The Bank of New York (as Trustee), dated as of August 14, 1996, with respect to Entergy Arkansas Capital I's obligations on its 8 1/2% Cumulative Quarterly Income Preferred Securities, Series A (A-4(a) to Rule 24 Certificate dated August 26, 1996 in 70-8723).
Entergy Gulf States
(d) 1 --
Indenture of Mortgage, dated September 1, 1926, as amended by certain Supplemental Indentures (B-a-I-1 in Registration No. 2-2449 (Mortgage); 7-A-9 in Registration No. 2-6893 (Seventh); B to Form 8-K dated September 1, 1959 (Eighteenth); B to Form 8-K dated February 1, 1966 (Twenty-second); B to Form 8-K dated March 1, 1967 (Twenty-third); C to Form 8-K dated March 1, 1968 (Twenty-fourth); B to Form 8-K dated November 1, 1968 (Twenty-fifth); B to Form 8-K dated April 1, 1969 (Twenty-sixth); 2-A-8 in Registration No. 2-66612 (Thirty-eighth); 4-2 to Form 10-K for the year ended December 31, 1984 in 1-27031 (Forty-eighth); 4-2 to Form 10-K for the year ended December 31, 1988 in 1-27031 (Fifty-second); 4 to Form 10-K for the year ended December 31, 1991 in 1-27031 (Fifty-third); 4 to Form 8-K dated July 29, 1992 in 1-27031 (Fifth-fourth); 4 to Form 10-K dated December 31, 1992 in 1-27031 (Fifty-fifth); 4 to Form 10-Q for the quarter ended March 31, 1993 in 1-27031 (Fifty-sixth); 4-2 to Amendment No. 9 to Registration No. 2-76551 (Fifty-seventh); 4(b) to Form 10-Q for the quarter ended March 31,1999 in 1-27031 (Fifty-eighth); A-2(a) to Rule 24 Certificate dated June 23, 2000 in 70-8721 (Fifty-ninth); A-2(a) to Rule 24 Certificate dated September 10, 2001 in 70-9751 (Sixtieth); A-2(b) to Rule 24 Certificate dated November 18, 2002 in 70-9751 (Sixty-first); A-2(c) to Rule 24 Certificate dated December 6, 2002 in 70-9751 (Sixty-second); A-2(d) to Rule 24 Certificate dated June 16, 2003 in 70-9751 (Sixty-third); A-2(e) to Rule 24 Certificate dated June 27, 2003 in 70-9751 (Sixty-fourth); A-2(f) to Rule 24 Certificate dated July 11, 2003 in 70-9751 (Sixty-fifth); and A-2(g) to Rule 24 Certificate dated July 28, 2003 in 70-9751 (Sixty-sixth)).
(d) 2 --
Indenture, dated March 21, 1939, accepting resignation of The Chase National Bank of the City of New York as trustee and appointing Central Hanover Bank and Trust Company as successor trustee (B-a-1-6 in Registration No. 2-4076).
(d) 3 --
Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of January 15, 1997 (A-11(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721).
(d) 4 --
Amended and Restated Trust Agreement of Entergy Gulf States Capital I dated January 28, 1997 of Series A Preferred Securities (A-13(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721).
(d) 5 --
Guarantee Agreement between Entergy Gulf States, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of January 28, 1997 with respect to Entergy Gulf States Capital I's obligation on its 8.75% Cumulative Quarterly Income Preferred Securities, Series A (A-14(a) to Rule 24 Certificate dated February 6, 1997 in 70-8721).
Entergy Louisiana
(e) 1 --
Mortgage and Deed of Trust, dated as of April 1, 1944, as amended by fifty-six Supplemental Indentures (7(d) in 2-5317 (Mortgage); 7(b) in 2-7408 (First); 7(c) in 2-8636 (Second); 4(b)-3 in 2-10412 (Third); 4(b)-4 in 2-12264 (Fourth); 2(b)-5 in 2-12936 (Fifth); D in 70-3862 (Sixth); 2(b)-7 in 2-22340 (Seventh); 2(c) in 2-24429 (Eighth); 4(c)-9 in 2-25801 (Ninth); 4(c)-10 in 2-26911 (Tenth); 2(c) in 2-28123 (Eleventh); 2(c) in 2-34659 (Twelfth); C to Rule 24 Certificate in 70-4793 (Thirteenth); 2(b)-2 in 2-38378 (Fourteenth); 2(b)-2 in 2-39437 (Fifteenth); 2(b)-2 in 2-42523 (Sixteenth); C to Rule 24 Certificate in 70-5242 (Seventeenth); C to Rule 24 Certificate in 70-5330 (Eighteenth); C-1 to Rule 24 Certificate in 70-5449 (Nineteenth); C-1 to Rule 24 Certificate in 70-5550 (Twentieth); A-6(a) to Rule 24 Certificate in 70-5598 (Twenty-first); C-1 to Rule 24 Certificate in 70-5711 (Twenty-second); C-1 to Rule 24 Certificate in 70-5919 (Twenty-third); C-1 to Rule 24 Certificate in 70-6102 (Twenty-fourth); C-1 to Rule 24 Certificate in 70-6169 (Twenty-fifth); C-1 to Rule 24 Certificate in 70-6278 (Twenty-sixth); C-1 to Rule 24 Certificate in 70-6355 (Twenty-seventh); C-1 to Rule 24 Certificate in 70-6508 (Twenty-eighth); C-1 to Rule 24 Certificate in 70-6556 (Twenty-ninth); C-1 to Rule 24 Certificate in 70-6635 (Thirtieth); C-1 to Rule 24 Certificate in 70-6834 (Thirty-first); C-1 to Rule 24 Certificate in 70-6886 (Thirty-second); C-1 to Rule 24 Certificate in 70-6993 (Thirty-third); C-2 to Rule 24 Certificate in 70-6993 (Thirty-fourth); C-3 to Rule 24 Certificate in 70-6993 (Thirty-fifth); A-2(a) to Rule 24 Certificate in 70-7166 (Thirty-sixth); A-2(a) in 70-7226 (Thirty-seventh); C-1 to Rule 24 Certificate in 70-7270 (Thirty-eighth); 4(a) to Quarterly Report on Form 10-Q for the quarter ended June 30, 1988 in 1-8474 (Thirty-ninth); A-2(b) to Rule 24 Certificate in 70-7553 (Fortieth); A-2(d) to Rule 24 Certificate in 70-7553 (Forty-first); A-3(a) to Rule 24 Certificate in 70-7822 (Forty-second); A-3(b) to Rule 24 Certificate in 70-7822 (Forty-third); A-2(b) to Rule 24 Certificate in 70-7822 (Forty-fourth); A-3(c) to Rule 24 Certificate in 70-7822 (Forty-fifth); A-2(c) to Rule 24 Certificate dated April 7, 1993 in 70-7822 (Forty-sixth); A-3(d) to Rule 24 Certificate dated June 4, 1993 in 70-7822 (Forth-seventh); A-3(e) to Rule 24 Certificate dated December 21, 1993 in 70-7822 (Forty-eighth); A-3(f) to Rule 24 Certificate dated August 1, 1994 in 70-7822 (Forty-ninth); A-4(c) to Rule 24 Certificate dated September 28, 1994 in 70-7653 (Fiftieth);
A-2(a) to Rule 24 Certificate dated April 4, 1996 in 70-8487 (Fifty-first); A-2(a) to Rule 24 Certificate dated April 3, 1998 in 70-9141 (Fifty-second); A-2(b) to Rule 24 Certificate dated April 9, 1999 in 70-9141 (Fifty-third); A-3(a) to Rule 24 Certificate dated July 6, 1999 in 70-9141 (Fifty-fourth); A-2(c) to Rule 24 Certificate dated June 2, 2000 in 70-9141 (Fifty-fifth); and A-2(d) to Rule 24 Certificate dated April 4, 2002 in 70-9141 (Fifty-sixth)).
(e) 2 --
Facility Lease No. 1, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-1 in Registration No. 33-30660).
(e) 3 --
Facility Lease No. 2, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-2 in Registration No. 33-30660).
(e) 4 --
Facility Lease No. 3, dated as of September 1, 1989, between First National Bank of Commerce, as Owner Trustee, and Entergy Louisiana (4(c)-3 in Registration No. 33-30660).
(e) 5 --
Indenture for Unsecured Subordinated Debt Securities relating to Trust Securities, dated as of July 1, 1996 (A-14(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487).
(e) 6 --
Amended and Restated Trust Agreement of Entergy Louisiana Capital I dated July 16, 1996 of Series A Preferred Securities (A-16(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487).
(e) 7 --
Guarantee Agreement between Entergy Louisiana, Inc. (as Guarantor) and The Bank of New York (as Trustee) dated as of July 16, 1996 with respect to Entergy Louisiana Capital I's obligation on its 9% Cumulative Quarterly Income Preferred Securities, Series A (A-19(a) to Rule 24 Certificate dated July 25, 1996 in 70-8487).
Entergy Mississippi
(f) 1 --
Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by twenty-one Supplemental Indentures (A-2(a)-2 to Rule 24 Certificate in 70-7461 (Mortgage); A-2(b)-2 in 70-7461 (First); A-5(b) to Rule 24 Certificate in 70-7419 (Second); A-4(b) to Rule 24 Certificate in 70-7554 (Third); A-1(b)-1 to Rule 24 Certificate in 70-7737 (Fourth); A-2(b) to Rule 24 Certificate dated November 24, 1992 in 70-7914 (Fifth); A-2(e) to Rule 24 Certificate dated January 22, 1993 in 70-7914 (Sixth); A-2(g) to Form U-1 in 70-7914 (Seventh); A-2(i) to Rule 24 Certificate dated November 10, 1993 in 70-7914 (Eighth); A-2(j) to Rule 24 Certificate dated July 22, 1994 in 70-7914 (Ninth); (A-2(l) to Rule 24 Certificate dated April 21, 1995 in 70-7914 (Tenth); A-2(a) to Rule 24 Certificate dated June 27, 1997 in 70-8719 (Eleventh); A-2(b) to Rule 24 Certificate dated April 16, 1998 in 70-8719 (Twelfth); A-2(c) to Rule 24 Certificate dated May 12, 1999 in 70-8719 (Thirteenth); A-3(a) to Rule 24 Certificate dated June 8, 1999 in 70-8719 (Fourteenth); A-2(d) to Rule 24 Certificate dated February 24, 2000 in 70-8719 (Fifteenth); A-2(a) to Rule 24 Certificate dated February 9, 2001 in 70-9757 (Sixteenth); A-2(b) to Rule 24 Certificate dated October 31, 2002 in 70-9757 (Seventeenth); A-2(c) to Rule 24 Certificate dated December 2, 2002 in 70-9757 (Eighteenth); A-2(d) to Rule 24 Certificate dated February 6, 2003 in 70-9757 (Nineteenth); A-2(e) to Rule 24 Certificate dated April 4, 2003 in 70-9757 (Twentieth); and A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first)).
Entergy New Orleans
(g) 1 --
Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by eleven Supplemental Indentures (A-2(c) to Rule 24 Certificate in 70-7350 (Mortgage); A-5(b) to Rule 24 Certificate in 70-7350 (First); A-4(b) to Rule 24 Certificate in 70-7448 (Second); 4(f)4 to Form 10-K for the year ended December 31, 1992 in 0-5807 (Third); 4(a) to Form 10-Q for the quarter ended September 30, 1993 in 0-5807 (Fourth); 4(a) to Form 8-K dated April 26, 1995 in 0-5807 (Fifth);
4(a) to Form 8-K dated March 22, 1996 in 0-5807 (Sixth); 4(b) to Form 10-Q for the quarter ended June 30, 1998 in 0-5807 (Seventh); 4(d) to Form 10-Q for the quarter ended June 30, 2000 in 0-5807 (Eighth); C-5(a) to Form U5S for the year ended December 31, 2000 (Ninth); 4(b) to Form 10-Q for the quarter ended September 30, 2002 in 0-5807 (Tenth); and 4(k) to Form 10-Q for the quarter ended June 30, 2003 in 0-5807 (Eleventh)).
(10) Material Contracts
Entergy Corporation
(a) 1 --
Agreement, dated April 23, 1982, among certain System companies, relating to System Planning and Development and Intra-System Transactions (10(a)1 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(a) 2 --
Middle South Utilities (now Entergy Corporation) System Agency Agreement, dated December 11, 1970 (5(a)2 in 2-41080).
(a) 3 --
Amendment, dated February 10, 1971, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(a) 4 --
Amendment, dated May 12, 1988, to Middle South Utilities System Agency Agreement, dated December 11, 1970 (5(a)4 in 2-41080).
(a) 5 --
Middle South Utilities System Agency Coordination Agreement, dated December 11, 1970 (5(a)3 in 2-41080).
(a) 6 --
Service Agreement with Entergy Services, dated as of April 1, 1963 (5(a)5 in 2-41080).
(a) 7 --
Amendment, dated April 27, 1984, to Service Agreement with Entergy Services (10(a)7 to Form 10-K for the year ended December 31, 1984 in 1-3517).
(a) 8 --
Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(a)12 for the year ended December 31, 2001 in 1-11299).
*(a) 9 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(a) 10 --
Availability Agreement, dated June 21, 1974, among System Energy and certain other System companies (B to Rule 24 Certificate dated June 24, 1974 in 70-5399).
(a) 11 --
First Amendment to Availability Agreement, dated as of June 30, 1977 (B to Rule 24 Certificate dated June 24, 1977 in 70-5399).
(a) 12 --
Second Amendment to Availability Agreement, dated as of June 15, 1981 (E to Rule 24 Certificate dated July 1, 1981 in 70-6592).
(a) 13 --
Third Amendment to Availability Agreement, dated as of June 28, 1984 (B-13(a) to Rule 24 Certificate dated July 6, 1984 in 70-6985).
(a) 14 --
Fourth Amendment to Availability Agreement, dated as of June 1, 1989 (A to Rule 24 Certificate dated June 8, 1989 in 70-5399).
(a) 15 --
Eighteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 16 --
Nineteenth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (C-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 17 --
Twenty-sixth Assignment of Availability Agreement, Consent and Agreement, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).
(a) 18 --
Twenty-seventh Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).
(a) 19 --
Twenty-ninth Assignment of Availability Agreement, Consent and Agreement, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey as Trustees (B-2(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).
(a) 20 --
Thirtieth Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 21 --
Thirty-first Assignment of Availability Agreement, Consent and Agreement, dated as of August 1, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-2(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 22 --
Thirty-second Assignment of Availability Agreement, Consent and Agreement, dated as of December 27, 1996, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Chase Manhattan Bank (B-2(a) to Rule 24 Certificate dated January 13, 1997 in 70-7561).
(a) 23 --
Thirty-third Assignment of Availability Agreement, Consent and Agreement, dated as of December 20, 1999, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and The Chase Manhattan Bank (B-2(b) to Rule 24 Certificate dated March 3, 2000 in 70-7561).
(a) 24 --
Thirty-fourth Assignment of Availability Agreement, Consent and Agreement, dated as of September 1, 2002, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, The Bank of New York and Douglas J. MacInnes (B-2(a)(1) to Rule 24 Certificate dated October 4, 2001 in 70-9753).
*(a) 25 --
Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A.
(a) 26 --
Capital Funds Agreement, dated June 21, 1974, between Entergy Corporation and System Energy (C to Rule 24 Certificate dated June 24, 1974 in 70-5399).
(a) 27 --
First Amendment to Capital Funds Agreement, dated as of June 1, 1989 (B to Rule 24 Certificate dated June 8, 1989 in 70-5399).
(a) 28 --
Eighteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-2 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 29 --
Nineteenth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 1986, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (D-3 to Rule 24 Certificate dated October 1, 1986 in 70-7272).
(a) 30 --
Twenty-sixth Supplementary Capital Funds Agreement and Assignment, dated as of October 1, 1992, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(c) to Rule 24 Certificate dated November 2, 1992 in 70-7946).
(a) 31 --
Twenty-seventh Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1993, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(d) to Rule 24 Certificate dated May 4, 1993 in 70-7946).
(a) 32 --
Twenty-ninth Supplementary Capital Funds Agreement and Assignment, dated as of April 1, 1994, with United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(f) to Rule 24 Certificate dated May 6, 1994 in 70-7946).
(a) 33 --
Thirtieth Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(a) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 34 --
Thirty-first Supplementary Capital Funds Agreement and Assignment, dated as of August 1, 1996, among Entergy Corporation, System Energy and United States Trust Company of New York and Gerard F. Ganey, as Trustees (B-3(b) to Rule 24 Certificate dated August 8, 1996 in 70-8511).
(a) 35 --
Thirty-second Supplementary Capital Funds Agreement and Assignment, dated as of December 27, 1996, among Entergy Corporation, System Energy and The Chase Manhattan Bank (B-1(a) to Rule 24 Certificate dated January 13, 1997 in 70-7561).
(a) 36 --
Thirty-third Supplementary Capital Funds Agreement and Assignment, dated as of December 20, 1999, among Entergy Corporation, System Energy and The Chase Manhattan Bank (B-3(b) to Rule 24 Certificate dated March 3, 2000 in 70-7561).
(a) 37 --
Thirty-fourth Supplementary Capital Funds Agreement and Assignment, dated as of September 1, 2002, among Entergy Corporation, System Energy, The Bank of New York and Douglas J. MacInnes (B-3(a)(1) to Rule 24 Certificate dated October 4, 2002 in 70-9753).
*(a) 38 --
Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A.
(a) 39 --
First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, Deposit Guaranty National Bank, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7026).
(a) 40 --
First Amendment to Supplementary Capital Funds Agreements and Assignments, dated as of June 1, 1989, by and between Entergy Corporation, System Energy, United States Trust Company of New York and Gerard F. Ganey (C to Rule 24 Certificate dated June 8, 1989 in 70-7123).
(a) 41 --
First Amendment to Supplementary Capital Funds Agreement and Assignment, dated as of June 1, 1989, by and between Entergy Corporation, System Energy and Chemical Bank (C to Rule 24 Certificate dated June 8, 1989 in 70-7561).
(a) 42 --
Reallocation Agreement, dated as of July 28, 1981, among System Energy and certain other System companies (B-1(a) in 70-6624).
(a) 43 --
Joint Construction, Acquisition and Ownership Agreement, dated as of May 1, 1980, between System Energy and SMEPA (B-1(a) in 70-6337), as amended by Amendment No. 1, dated as of May 1, 1980 (B-1(c) in 70-6337) and Amendment No. 2, dated as of October 31, 1980 (1 to Rule 24 Certificate dated October 30, 1981 in 70-6337).
(a) 44 --
Operating Agreement dated as of May 1, 1980, between System Energy and SMEPA (B(2)(a) in 70-6337).
(a) 45 --
Assignment, Assumption and Further Agreement No. 1, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(1) to Rule 24 Certificate dated January 9, 1989 in 70-7561).
(a) 46 --
Assignment, Assumption and Further Agreement No. 2, dated as of December 1, 1988, among System Energy, Meridian Trust Company and Stephen M. Carta, and SMEPA (B-7(c)(2) to Rule 24 Certificate dated January 9, 1989 in 70-7561).
(a) 47 --
Substitute Power Agreement, dated as of May 1, 1980, among Entergy Mississippi, System Energy and SMEPA (B(3)(a) in 70-6337).
(a) 48 --
Grand Gulf Unit No. 2 Supplementary Agreement, dated as of February 7, 1986, between System Energy and SMEPA (10(aaa) in 33-4033).
(a) 49 --
Compromise and Settlement Agreement, dated June 4, 1982, between Texaco, Inc. and Entergy Louisiana (28(a) to Form 8-K dated June 4, 1982 in 1-3517).
(a) 50 --
Unit Power Sales Agreement, dated as of June 10, 1982, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (10(a)39 to Form 10-K for the year ended December 31, 1982 in 1-3517).
(a) 51 --
First Amendment to Unit Power Sales Agreement, dated as of June 28, 1984, between System Energy and Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans (19 to Form 10-Q for the quarter ended September 30, 1984 in 1-3517).
(a) 52 --
Revised Unit Power Sales Agreement (10(ss) in 33-4033).
(a) 53 --
Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement, dated April 28, 1988 (D-1 to Form U5S for the year ended December 31, 1987).
(a) 54 --
First Amendment, dated January 1, 1990, to the Middle South Utilities Inc. and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-2 to Form U5S for the year ended December 31, 1989).
(a) 55 --
Second Amendment dated January 1, 1992, to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3 to Form U5S for the year ended December 31, 1992).
(a) 56 --
Third Amendment dated January 1, 1994 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(a) 57 --
Fourth Amendment dated April 1, 1997 to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(a) 58 --
Guaranty Agreement between Entergy Corporation and Entergy Arkansas, dated as of September 20, 1990 (B-1(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
(a) 59 --
Guarantee Agreement between Entergy Corporation and Entergy Louisiana, dated as of September 20, 1990 (B-2(a) to Rule 24 Certificate dated September 27, 1990 in 70-7757).
(a) 60 --
Guarantee Agreement between Entergy Corporation and System Energy, dated as of September 20, 1990 (B-3(a) to Rule 24 Certificate dated September 27, 1990 in 70- 7757).
(a) 61 --
Loan Agreement between Entergy Operations and Entergy Corporation, dated as of September 20, 1990 (B-12(b) to Rule 24 Certificate dated June 15, 1990 in 70-7679).
(a) 62 --
Loan Agreement between Entergy Power and Entergy Corporation, dated as of August 28, 1990 (A-4(b) to Rule 24 Certificate dated September 6, 1990 in 70-7684).
(a) 63 --
Loan Agreement between Entergy Corporation and Entergy Systems and Service, Inc., dated as of December 29, 1992 (A-4(b) to Rule 24 Certificate in 70-7947).
+(a) 64 --
Executive Financial Counseling Program of Entergy Corporation and Subsidiaries (10(a)64 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 65 --
Amended and Restated Executive Annual Incentive Plan of Entergy Corporation and Subsidiaries, effective January 1, 2003 (10(b) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).
+(a) 66 --
Equity Ownership Plan of Entergy Corporation and Subsidiaries (A-4(a) to Rule 24 Certificate dated May 24, 1991 in 70-7831).
+(a) 67 --
Amendment No. 1 to the Equity Ownership Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 68 --
Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries
(10(a) to Form 10-Q for the quarter ended March 31, 2003 in 1-11299).
+(a) 69 --
Supplemental Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)70 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 70 --
Amendment, effective December 28, 2001, to the Supplemental Retirement Plan of Entergy Corporation and Subsidiaries (10(a)71 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 71 --
Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)72 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 72 --
Amendment, effective December 28, 2001, to the Defined Contribution Restoration Plan of Entergy Corporation and Subsidiaries (10(a)73 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 73 --
Executive Disability Plan of Entergy Corporation and Subsidiaries (10(a)74 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 74 --
Amended and Restated Executive Deferred Compensation Plan of Entergy Corporation and Subsidiaries, dated June 10, 2003 (10(d) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).
+(a) 75 --
Equity Awards Plan of Entergy Corporation and Subsidiaries, effective as of August 31, 2000 (10(a)77 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 76 --
Amendment, effective December 7, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(a)78 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 77 --
Amendment, effective December 10, 2001, to the Equity Awards Plan of Entergy Corporation and Subsidiaries (10(b) to Form 10-Q for the quarter ended March 31, 2002 in 1-11299).
+(a) 78 --
System Executive Continuity Plan of Entergy Corporation and Subsidiaries, effective as of March 1, 2000 (10(a)79 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 79 --
Post-Retirement Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)80 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 80 --
Amendment, effective December 28, 2001, to the Post-Retirement Plan of Entergy Corporation and Subsidiaries (10(a)81 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 81 --
Pension Equalization Plan of Entergy Corporation and Subsidiaries, as amended effective January 1, 2000 (10(a)82 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 82 --
Amendment, effective December 28, 2001, to the Pension Equalization Plan of Entergy Corporation and Subsidiaries (10(a)83 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 83 --
Service Recognition Program for Non-Employee Outside Directors of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)84 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 84 --
Stock Plan for Outside Directors of Entergy Corporation and Subsidiaries, as amended (10(a)74 to Form 10-K for the year ended December 31, 1992 in 1-3517).
+(a) 85 --
Executive Income Security Plan of Gulf States Utilities Company, as amended effective March 1, 1991 (10(a)86 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 86 --
System Executive Retirement Plan of Entergy Corporation and Subsidiaries, effective January 1, 2000 (10(a)87 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 87 --
Amendment, effective December 28, 2001, to the System Executive Retirement Plan of Entergy Corporation and Subsidiaries (10(a)88 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 88 --
Retention Agreement effective October 27, 2000 between J. Wayne Leonard and Entergy Corporation (10(a)81 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 89 --
Retention Agreement effective July 29, 2000 between Frank F. Gallaher and Entergy Corporation (10(a)82 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 90 --
Letter Agreement effective July 25, 2001 between Jerry D. Jackson and Entergy Corporation (10(a)91 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 91 --
Retention Agreement effective July 29, 2000 between Donald C. Hintz and Entergy Corporation (10(a)85 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 92 --
Retention Agreement effective July 29, 2000 between Michael G. Thompson and Entergy Corporation (10(a)86 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 93 --
Retention Agreement effective January 22, 2001 between Richard J. Smith and Entergy Services, Inc (10(a)87 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 94 --
Retention Agreement effective July 29, 2000 between Jerry W. Yelverton and Entergy Corporation (10(a)89 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 95 --
Retention Agreement effective July 29, 2000 between C. John Wilder and Entergy Corporation (10(a)90 to Form 10-K for the year ended December 31, 2000 in 1-11299).
+(a) 96 --
Employment Agreement effective August 7, 2001 between Curt L. Hebert and Entergy Corporation (10(a)97 to Form 10-K for the year ended December 31, 2001 in 1-11299).
+(a) 97 --
Agreement of Limited Partnership of Entergy-Koch, LP among EKLP, LLC, EK Holding I, LLC, EK Holding II, LLC and Koch Energy, Inc. dated January 31, 2001 (10(a)94 to Form 10-K/A for the year ended December 31, 2000 in 1-11299).
+(a) 98 --
Employment Agreement effective April 15, 2003 between Robert D. Sloan and Entergy Services (10(c) to Form 10-Q for the quarter ended June 30, 2003 in 1-11299).
*+(a) 99 --
Employment Agreement effective November 24, 2003 between Mark T. Savoff and Entergy Services.
System Energy
Entergy Arkansas
Entergy Gulf States
(d) 1 --
Guaranty Agreement, dated July 1, 1976, between Entergy Gulf States and American Bank and Trust Company (C and D to Form 8-K dated August 6, 1976 in 1-27031).
(d) 2 --
Guaranty Agreement, dated August 1, 1992, between Entergy Gulf States and Hibernia National Bank, relating to Pollution Control Revenue Refunding Bonds of the Industrial Development Board of the Parish of Calcasieu, Inc. (Louisiana) (10-1 to Form 10-K for the year ended December 31, 1992 in 1-27031).
(d) 3 --
Guaranty Agreement, dated January 1, 1993, between Entergy Gulf States and Hancock Bank of Louisiana, relating to Pollution Control Revenue Refunding Bonds of the Parish of Pointe Coupee (Louisiana) (10-2 to Form 10-K for the year ended December 31, 1992 in 1-27031).
(d) 4 --
Deposit Agreement, dated as of December 1, 1983 between Entergy Gulf States, Morgan Guaranty Trust Co. as Depositary and the Holders of Depository Receipts, relating to the Issue of 900,000 Depositary Preferred Shares, each representing 1/2 share of Adjustable Rate Cumulative Preferred Stock, Series E-$100 Par Value (4-17 to Form 10-K for the year ended December 31, 1983 in 1-27031).
(d) 5 --
Agreement effective February 1, 1964, between Sabine River Authority, State of Louisiana, and Sabine River Authority of Texas, and Entergy Gulf States, Central Louisiana Electric Company, Inc., and Louisiana Power & Light Company, as supplemented (B to Form 8-K dated May 6, 1964, A to Form 8-K dated October 5, 1967, A to Form 8-K dated May 5, 1969, and A to Form 8-K dated December 1, 1969 in 1-27031).
(d) 6 --
Joint Ownership Participation and Operating Agreement regarding River Bend Unit 1 Nuclear Plant, dated August 20, 1979, between Entergy Gulf States, Cajun, and SRG&T; Power Interconnection Agreement with Cajun, dated June 26, 1978, and approved by the REA on August 16, 1979, between Entergy Gulf States and Cajun; and Letter Agreement regarding CEPCO buybacks, dated August 28, 1979, between Entergy Gulf States and Cajun (2, 3, and 4, respectively, to Form 8-K dated September 7, 1979 in 1-27031).
(d) 7 --
Ground Lease, dated August 15, 1980, between Statmont Associates Limited Partnership (Statmont) and Entergy Gulf States, as amended (3 to Form 8-K dated August 19, 1980 and A-3-b to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).
(d) 8 --
Lease and Sublease Agreement, dated August 15, 1980, between Statmont and Entergy Gulf States, as amended (4 to Form 8-K dated August 19, 1980 and A-3-c to Form 10-Q for the quarter ended September 30, 1983 in 1-27031).
(d) 9 --
Lease Agreement, dated September 18, 1980, between BLC Corporation and Entergy Gulf States (1 to Form 8-K dated October 6, 1980 in 1-27031).
(d) 10 --
Joint Ownership Participation and Operating Agreement for Big Cajun, between Entergy Gulf States, Cajun Electric Power Cooperative, Inc., and Sam Rayburn G&T, Inc, dated November 14, 1980 (6 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 1, dated December 12, 1980 (7 to Form 8-K dated January 29, 1981 in 1-27031); Amendment No. 2, dated December 29, 1980 (8 to Form 8-K dated January 29, 1981 in 1-27031).
(d) 11 --
Agreement of Joint Ownership Participation between SRMPA, SRG&T and Entergy Gulf States, dated June 6, 1980, for Nelson Station, Coal Unit #6, as amended (8 to Form 8-K dated June 11, 1980, A-2-b to Form 10-Q for the quarter ended June 30, 1982; and 10-1 to Form 8-K dated February 19, 1988 in 1-27031).
(d) 12 --
Agreements between Southern Company and Entergy Gulf States, dated February 25, 1982, which cover the construction of a 140-mile transmission line to connect the two systems, purchase of power and use of transmission facilities (10-31 to Form 10-K for the year ended December 31, 1981 in 1-27031).
(d) 13 --
Transmission Facilities Agreement between Entergy Gulf States and Mississippi Power Company, dated February 28, 1982, and Amendment, dated May 12, 1982 (A-2-c to Form 10-Q for the quarter ended March 31, 1982 in 1-27031) and Amendment, dated December 6, 1983 (10-43 to Form 10-K for the year ended December 31, 1983 in 1-27031).
(d) 14 --
First Amended Power Sales Agreement, dated December 1, 1985 between Sabine River Authority, State of Louisiana, and Sabine River Authority, State of Texas, and Entergy Gulf States, Central Louisiana Electric Co., Inc., and Louisiana Power and Light Company (10-72 to Form 10-K for the year ended December 31, 1985 in 1-27031).
+(d) 15 --
Deferred Compensation Plan for Directors of Entergy Gulf States and Varibus Corporation, as amended January 8, 1987, and effective January 1, 1987 (10-77 to Form 10-K for the year ended December 31, 1986 in 1-27031). Amendment dated December 4, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).
+(d) 16 --
Trust Agreement for Deferred Payments to be made by Entergy Gulf States pursuant to the Executive Income Security Plan, by and between Entergy Gulf States and Bankers Trust Company, effective November 1, 1986 (10-78 to Form 10-K for the year ended December 31, 1986 in 1-27031).
+(d) 17 --
Trust Agreement for Deferred Installments under Entergy Gulf States' Management Incentive Compensation Plan and Administrative Guidelines by and between Entergy Gulf States and Bankers Trust Company, effective June 1, 1986 (10-79 to Form 10-K for the year ended December 31, 1986 in 1-27031).
+(d) 18 --
Nonqualified Deferred Compensation Plan for Officers, Nonemployee Directors and Designated Key Employees, effective December 1, 1985, as amended, continued and completely restated effective as of March 1, 1991 (10-3 to Amendment No. 8 in Registration No. 2-76551).
+(d) 19 --
Trust Agreement for Entergy Gulf States' Nonqualified Directors and Designated Key Employees by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective July 1, 1991 (10-4 to Form 10-K for the year ended December 31, 1992 in 1-27031).
(d) 20 --
Lease Agreement, dated as of June 29, 1987, among GSG&T, Inc., and Entergy Gulf States related to the leaseback of the Lewis Creek generating station (10-83 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 21 --
Nuclear Fuel Lease Agreement between Entergy Gulf States and River Bend Fuel Services, Inc. to lease the fuel for River Bend Unit 1, dated February 7, 1989 (10-64 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 22 --
Trust and Investment Management Agreement between Entergy Gulf States and Morgan Guaranty and Trust Company of New York (the "Decommissioning Trust Agreement) with respect to decommissioning funds authorized to be collected by Entergy Gulf States, dated March 15, 1989 (10-66 to Form 10-K for the year ended December 31, 1988 in 1-27031).
(d) 23 --
Amendment No. 2 dated November 1, 1995 between Entergy Gulf States and Mellon Bank to Decommissioning Trust Agreement (10(d)31 to Form 10-K for the year ended December 31, 1995 in 1-27031).
(d) 24 --
Partnership Agreement by and among Conoco Inc., and Entergy Gulf States, CITGO Petroleum Corporation and Vista Chemical Company, dated April 28, 1988 (10-67 to Form 10-K for the year ended December 31, 1988 in 1-27031).
+(d) 25 --
Gulf States Utilities Company Executive Continuity Plan, dated January 18, 1991 (10-6 to Form 10-K for the year ended December 31, 1990 in 1-27031).
+(d) 26 --
Trust Agreement for Entergy Gulf States' Executive Continuity Plan, by and between Entergy Gulf States and First City Bank, Texas-Beaumont, N.A. (now Texas Commerce Bank), effective May 20, 1991 (10-5 to Form 10-K for the year ended December 31, 1992 in 1-27031).
+(d) 27 --
Gulf States Utilities Board of Directors' Retirement Plan, dated February 15, 1991 (10-8 to Form 10-K for the year ended December 31, 1990 in 1-27031).
(d) 28 --
Operating Agreement between Entergy Operations and Entergy Gulf States, dated as of December 31, 1993 (B-2(f) to Rule 24 Certificate in 70-8059).
(d) 29 --
Guarantee Agreement between Entergy Corporation and Entergy Gulf States, dated as of December 31, 1993 (B-5(a) to Rule 24 Certificate in 70-8059).
(d) 30 --
Service Agreement with Entergy Services, dated as of December 31, 1993 (B-6(c) to Rule 24 Certificate in 70-8059).
(d) 31 --
Amendment, dated January 1, 2000, to Service Agreement with Entergy Services (10(d)31 to Form 10-K for the year ended December 31, 2002 in 1-27031).
*(d) 32 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(d) 33 --
Third Amendment, dated January 1, 1994, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-3(a) to Form U5S for the year ended December 31, 1993).
(d) 34 --
Fourth Amendment, dated April 1, 1997, to Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (D-5 to Form U5S for the year ended December 31, 1996).
(d) 35 --
Agreement as to Expenses and Liabilities between Entergy Gulf States and Entergy Gulf States Capital I, dated as of January 28, 1997 (10(d)52 to Form 10-K for the year ended December 31, 1996 in 1-27031).
(d) 36 --
Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States and Parish of Iberville, State of Louisiana (B-3(a) to Rule 24 Certificate dated May 29, 1998 in 70-8721).
(d) 37 --
Refunding Agreement dated as of May 1, 1998 between Entergy Gulf States and Industrial Development Board of the Parish of Calcasieu, Inc. (B-3(b) to Rule 24 Certificate dated January 29, 1999 in 70-8721).
(d) 38 --
Refunding Agreement (Series 1999-A) dated as of September 1, 1999 between Entergy Gulf States and Parish of West Feliciana, State of Louisiana (B-3(c) to Rule 24 Certificate dated October 8, 1999 in 70-8721).
(d) 39 --
Refunding Agreement (Series 1999-B) dated as of September 1, 1999 between Entergy Gulf States and Parish of West Feliciana, State of Louisiana (B-3(d) to Rule 24 Certificate dated October 8, 1999 in 70-8721).
Entergy Louisiana
Entergy Mississippi
Entergy New Orleans
(12) Statement Re Computation of Ratios
*(a)
Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(b)
Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(c)
Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(d)
Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(e)
Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(f)
System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.
*(21) Subsidiaries of the Registrants
(23) Consents of Experts and Counsel
*(a)
The consent of Deloitte & Touche LLP is contained herein at page 355.
*(b)
Consent of Ernst & Young LLP.
*(24) Powers of Attorney
(31) Rule 13a-14(a)/15d-14(a) Certifications
*(a)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(b)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(c)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
*(d)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.
*(e)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.
*(f)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(g)
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(h)
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
*(i)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
(32) Section 1350 Certifications
*(a)
Section 1350 Certification for Entergy Corporation.
*(b)
Section 1350 Certification for Entergy Corporation.
*(c)
Section 1350 Certification for Entergy Arkansas.
*(d)
Section 1350 Certification for Entergy Gulf States.
*(e)
Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.
*(f)
Section 1350 Certification for Entergy Mississippi.
*(g)
Section 1350 Certification for Entergy New Orleans.
*(h)
Section 1350 Certification for System Energy.
*(i)
Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)
Section 1350 Certification for System Energy.
(99) Additional Exhibits
*(a)
Entergy-Koch, LP Financial Statements for the years 2003, 2002, and 2001.
_________________
* Filed herewith.
+ Management contracts or compensatory plans or arrangements.
EXHIBIT INDEX
*(a) 9 --
Officer' Certificate for Entergy Corporation.
*(a) 10--
Officer' Certificate for Entergy Corporation.
*(a) 11--
Credit Agreement, dated as of November 24, 2003, among Entergy Corporation, Bayerische Hypo-und Vereinsbank AG, New York Branch, the Bank, and Bayerische Hypo-und Vereinsbank AG, New York Branch, as Administrative Agent.
*(a) 9 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(a) 25 --
Thirty-fifth Assignment of Availability Agreement, Consent and Agreement, dated as of December 22, 2003, among System Energy, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans, and Union Bank of California, N.A.
*(a) 38 --
Thirty-fifth Supplementary Capital Funds Agreement and Assignment, dated as of December 22, 2003, among Entergy Corporation, System Energy, and Union Bank of California, N.A.
*+(a) 99 --
Employment Agreement effective November 24, 2003 between Mark T. Savoff and Entergy Services.
*(b) 63 --
Letter of Credit and Reimbursement Agreement, dated as of December 22, 2003, among System Energy Resources, Inc., Union Bank of California, N.A., as administrating bank and funding bank, Keybank National Association, as syndication agent, Banc One Capital Markets, Inc., as documentation agent, and the Banks named therein, as Participating Banks.
*(c) 9 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(d) 32 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(e) 9 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*(f) 9 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
*+(f)48 --
Employment Agreement effective July 24, 2003 between Carolyn C. Shanks and Entergy Mississippi.
*(g) 9 --
Amendment, dated August 1, 2003, to Service Agreement with Entergy Services.
(12) Statement Re Computation of Ratios
*(a)
Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(b)
Entergy Gulf States' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(c)
Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(d)
Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(e)
Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Dividends, as defined.
*(f)
System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.
*(21) Subsidiaries of the Registrants
(23) Consents of Experts and Counsel
*(a)
The consent of Deloitte & Touche LLP is contained herein at page 367.
*(b)
Consent of Ernst & Young LLP.
*(24) Powers of Attorney
(31) Rule 13a-14(a)/15d-14(a) Certifications
*(a)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(b)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.
*(c)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.
*(d)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States.
*(e)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States and Entergy Louisiana.
*(f)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(g)
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(h)
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
*(i)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
(32) Section 1350 Certifications
*(a)
Section 1350 Certification for Entergy Corporation.
*(b)
Section 1350 Certification for Entergy Corporation.
*(c)
Section 1350 Certification for Entergy Arkansas.
*(d)
Section 1350 Certification for Entergy Gulf States.
*(e)
Section 1350 Certification for Entergy Gulf States and Entergy Louisiana.
*(f)
Section 1350 Certification for Entergy Mississippi.
*(g)
Section 1350 Certification for Entergy New Orleans.
*(h)
Section 1350 Certification for System Energy.
*(i)
Section 1350 Certification for Entergy Arkansas, Entergy Gulf States, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans.
*(j)
Section 1350 Certification for System Energy.
(99) Additional Exhibits
*(a)
Entergy-Koch, LP Financial Statements for the years 2003, 2002, and 2001.
_________________
* Filed herewith.
+ Management contracts or compensatory plans or arrangements.