Item 2.	Properties
	Information regarding the registrant's properties is included in Part I. Item 1. - Business under the sections titled "Utility - Property and Other Generation Resources" and "Non-Utility Nuclear - 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 2008 are discussed in Part I. Item 1. - Business under the sections titled "Retail Rate Regulation", "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 2008, no matters were submitted to a vote of the security holders of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, or System Energy.
EXECUTIVE OFFICERS OF ENTERGY CORPORATION
Executive Officers
(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.
	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 and Chicago Stock Exchanges under the ticker symbol ETR.
	The high and low prices of Entergy Corporation's common stock for each quarterly period in 2008 and 2007 were as follows:
	Consecutive quarterly cash dividends on common stock were paid to stockholders of Entergy Corporation in 2008 and 2007. Quarterly dividends of $0.75 per share were paid in 2008. In 2007, dividends of $0.54 per share were paid in the first and second quarters, and dividends of $0.75 per share were paid in the third and fourth quarters.
	As of January 30, 2009, there were 40,008 stockholders of record of Entergy Corporation.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities (1)
Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased as Part of a Publicly
Announced Plan
Maximum $ Amount
of Shares that May
Yet be Purchased Under a Plan (2)
10/01/2008-10/31/2008
530,000
$83.53
530,000
$596,766,948
11/01/2008-11/30/2008
-
$-
-
$596,766,948
12/01/2008-12/31/2008
-
$-
-
$596,766,948
Total
530,000
$83.53
530,000
In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to key employees, which may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans. In addition to this authority, on January 29, 2007, the Board approved a repurchase program under which Entergy is authorized to repurchase up to $1.5 billion of its common stock. In January 2008, the Board authorized an incremental $500 million share repurchase program to enable Entergy to consider opportunistic purchases in response to equity market conditions. The programs do not have an expiration date, but Entergy expects to complete both of them in 2009. In 2008, Entergy repurchased 4,792,299 shares of common stock under both programs for a total purchase price of $513 million. See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.
Maximum amount of shares that may yet be repurchased relates only to the $1.5 billion and $500 million plans and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.
The amount of share repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities.
Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, 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 Registrant Subsidiaries to Entergy Corporation during 2008 and 2007, were as follows:
	Information with respect to restrictions that limit the ability of the Registrant Subsidiaries to pay dividends is presented in Note 7 to the 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 LOUISIANA, L.L.C., ENTERGY LOUISIANA, LLC, ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., ENTERGY TEXAS, 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, LOUISIANA, L.L.C., ENTERGY LOUISIANA, LLC, ENTERGY MISSISSIPPI, INC., ENTERGY NEW ORLEANS, INC., ENTERGY TEXAS, INC., and SYSTEM ENERGY RESOURCES, INC."
Item 7A.
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk
	Refer to "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Market and Credit Risk Sensitive Instruments OF ENTERGY CORPORATION AND SUBSIDIARIES."
Item 8.
Item 8.	Financial Statements and Supplementary Data
	Refer to "TABLE OF CONTENTS - Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, 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 Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, or System Energy.
Item 9A.
Item 9A.	Controls and Procedures
Disclosure Controls and Procedures
	As of December 31, 2008, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (each individually a "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 Registrant's or 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; and that the Registrant's or Registrants' disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant's or Registrants' management, including their respective CEOs and CFOs, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
(Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)
	The managements of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy (individually "Registrant" and collectively the "Registrants") are responsible for establishing and maintaining adequate internal control over financial reporting for the Registrants. Each Registrant's internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of each Registrant's financial statements presented in accordance with generally accepted accounting principles.
	All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
	Each Registrant's management assessed the effectiveness of each Registrant's internal control over financial reporting as of December 31, 2008. In making this assessment, each management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.
	Based on each management's assessment and the criteria set forth by COSO, each Registrant's management believes that each Registrant maintained effective internal control over financial reporting as of December 31, 2008.
	The Registrants' registered public accounting firm has issued an attestation report on each Registrant's internal control over financial reporting.
Changes in Internal Control over Financial Reporting
	Under the supervision and with the participation of the Registrants' management, including their respective CEOs and CFOs, the Registrants evaluated changes in internal control over financial reporting that occurred during the quarter ended December 31, 2008 and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
Attestation Report of Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Entergy Corporation and Subsidiaries:
We have audited the internal control over financial reporting of Entergy Corporation and Subsidiaries (the "Corporation") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Corporation's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2008 of the Corporation and our report dated February 27, 2009 expressed an unqualified opinion on those consolidated financial statements.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Entergy Arkansas, Inc.:
We have audited the internal control over financial reporting of Entergy Arkansas, Inc. (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Members
Entergy Gulf States Louisiana, L.L.C.:
We have audited the internal control over financial reporting of Entergy Gulf States Louisiana, L.L.C. (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities to Entergy Texas, Inc. and Subsidiaries as part of a jurisdictional separation plan.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Members
Entergy Louisiana, LLC:
We have audited the internal control over financial reporting of Entergy Louisiana, LLC (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Entergy Mississippi, Inc.:
We have audited the internal control over financial reporting of Entergy Mississippi, Inc. (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Entergy New Orleans, Inc.:
We have audited the internal control over financial reporting of Entergy New Orleans, Inc. (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder
Entergy Texas, Inc. and Subsidiaries:
We have audited the internal control over financial reporting of Entergy Texas, Inc. and Subsidiaries (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those consolidated financial statements and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities from Entergy Gulf States, Inc. to the Company as part of a jurisdictional separation plan.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder
System Energy Resources, Inc.:
We have audited the internal control over financial reporting System Energy Resources, Inc. (the "Company") as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, including the accompanying Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 2008 of the Company and our report dated February 27, 2009 expressed an unqualified opinion on those financial statements.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrants (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and Entergy Texas)
Information required by this item concerning directors of Entergy Corporation is set forth under the heading "Item 1 - Election of Directors" contained in the Proxy Statement of Entergy Corporation, to be filed in connection with its Annual Meeting of Stockholders to be held May 8, 2009, and is incorporated herein by reference.
	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.
Name
Age
Position
Period
ENTERGY
ARKANSAS, INC.
Directors
Hugh T. McDonald
President and Chief Executive Officer of Entergy Arkansas
2000-Present
Director of Entergy Arkansas
2000-Present
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
Officers
Jay A. Lewis
Vice President and Chief Financial Officer - Utility
Operations Group of Entergy Arkansas, Entergy Gulf States
Louisiana, Entergy Louisiana, Entergy Mississippi and
Entergy New Orleans
2004-2008
Vice President and Chief Financial Officer - Utility
Operations Group of Entergy Texas
2007-2008
Director, Accounting Policy and Research of Entergy
Services, Inc.
1999 - 2004
Theodore H. Bunting, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Curtis L. Hebert, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Michael R. Kansler
See information under the Entergy Corporation Officers
Section in Part I.
J. Wayne Leonard
See information under the Entergy Corporation Officers
Section in Part I.
Hugh T. McDonald
See information under the Entergy Arkansas Directors
Section above.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Terry R. Seamons
See information under the Entergy Corporation Officers
Section in Part I.
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.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
ENTERGY GULF STATES LOUISIANA, L.L.C.
Directors
E. Renae Conley
Director of Entergy Gulf States Louisiana and Entergy
Louisiana
2000-Present
President and Chief Executive Officer of Entergy Gulf
States Louisiana and Entergy Louisiana
2000-Present
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
Officers
Theodore H. Bunting, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
E. Renae Conley
See information under the Entergy Gulf States Louisiana
Directors Section above.
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Curtis L. Hebert, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Michael R. Kansler
See information under the Entergy Corporation Officers
Section in Part I.
J. Wayne Leonard
See information under the Entergy Corporation Officers
Section in Part I.
Jay A. Lewis
See information under the Entergy Arkansas Officers
Section above.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Terry R. Seamons
See information under the Entergy Corporation Officers
Section in Part I.
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.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
ENTERGY LOUISIANA, LLC
Directors
E. Renae Conley
See information under the Entergy Gulf States Louisiana
Directors Section above.
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
Officers
Theodore H. Bunting, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
E. Renae Conley
See information under the Entergy Gulf States Louisiana
Directors Section above.
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Curtis L. Hebert, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Michael R. Kansler
See information under the Entergy Corporation Officers
Section in Part I.
J. Wayne Leonard
See information under the Entergy Corporation Officers
Section in Part I.
Jay A. Lewis
See information under the Entergy Arkansas Officers
Section above.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Terry R. Seamons
See information under the Entergy Corporation Officers
Section in Part I.
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.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
ENTERGY MISSISSIPPI, INC.
Directors
Haley R. Fisackerly
President and Chief Executive Officer of Entergy Mississippi
2008-Present
Director of Entergy Mississippi
2008-Present
Vice President, Nuclear Government Affairs of Entergy
Services, Inc.
2007-2008
Vice President, Customer Service of Entergy Mississippi
2002-2007
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
Officers
Theodore H. Bunting, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Haley R. Fisackerly
See information under the Entergy Mississippi Directors
Section above.
Curtis L. Hebert, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Michael R. Kansler
See information under the Entergy Corporation Officers
Section in Part I.
J. Wayne Leonard
See information under the Entergy Corporation Officers
Section in Part I.
Jay A. Lewis
See information under the Entergy Arkansas Officers Section
above.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Terry R. Seamons
See information under the Entergy Corporation Officers
Section in Part I.
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.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
ENTERGY NEW ORLEANS, INC.
Directors
Roderick K. West
President and Chief Executive Officer of Entergy New Orleans
2007-Present
Director of Entergy New Orleans
2005-Present
Director, Metro Distribution Operations of Entergy Services, Inc.
2005-2006
Region Manager, Distribution Operations of Entergy Services, Inc.
2003-2005
Director, Regulatory Affairs of Entergy New Orleans
2001-2003
Tracie L. Boutte
Director of Entergy New Orleans
2005-Present
Vice President, Regulatory Affairs - New Orleans of Entergy
New Orleans
2004-Present
Vice President, Gas Distribution - Entergy Services, Inc.
2002-2004
Sherri Winslow
Director of Entergy New Orleans
2008-Present
Vice President, Gas Distribution Business of Entergy Services,
Inc.
2008-Present
Director, Employee Development of Entergy Services, Inc.
2006-2008
Director, Customer Service Process Improvement of Entergy
Services, Inc.
2006-2006
Gary J. Taylor
See information under the Entergy Corporation Officers Section in
Part I.
Officers
Theodore H. Bunting, Jr.
See information under the Entergy Corporation Officers Section
in Part I.
Leo P. Denault
See information under the Entergy Corporation Officers Section
in Part I.
Curtis L. Hebert, Jr.
See information under the Entergy Corporation Officers Section
in Part I.
Michael R. Kansler
See information under the Entergy Corporation Officers Section
in Part I.
J. Wayne Leonard
See information under the Entergy Corporation Officers Section
in Part I.
Jay A. Lewis
See information under the Entergy Arkansas Officers Section
above.
Mark T. Savoff
See information under the Entergy Corporation Officers Section
in Part I.
Terry R. Seamons
See information under the Entergy Corporation Officers Section
in Part I.
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.
Gary J. Taylor
See information under the Entergy Corporation Officers Section
in Part I.
Roderick K. West
See information under the Entergy New Orleans Directors
Section above.
ENTERGY TEXAS, INC.
Directors
Joseph F. Domino
Director of Entergy Texas
2007-Present
President and Chief Executive Officer of Entergy Texas
2007-Present
Director of Entergy Gulf States
1999-2007
President and Chief Executive Officer - TX of Entergy Gulf
States
1998-2007
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
Officers
Theodore H. Bunting, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Leo P. Denault
See information under the Entergy Corporation Officers
Section in Part I.
Joseph F. Domino
See information under the Entergy Texas Directors Section
above.
Curtis L. Hebert, Jr.
See information under the Entergy Corporation Officers
Section in Part I.
Michael R. Kansler
See information under the Entergy Corporation Officers
Section in Part I.
J. Wayne Leonard
See information under the Entergy Corporation Officers
Section in Part I.
Jay A. Lewis
See information under the Entergy Arkansas Officers Section
above.
Mark T. Savoff
See information under the Entergy Corporation Officers
Section in Part I.
Terry R. Seamons
See information under the Entergy Corporation Officers
Section in Part I.
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.
Gary J. Taylor
See information under the Entergy Corporation Officers
Section in Part I.
	Each director and officer of the applicable Entergy company is elected yearly to serve by the unanimous consent of the sole stockholder with the exception of the directors and officers of Entergy Gulf States Louisiana, L.L.C. and Entergy Louisiana, LLC, who are elected yearly to serve by the unanimous consent of the sole common membership owners, EGS Holdings, Inc. and Entergy Louisiana Holdings, respectively. Entergy Corporation's directors are elected annually at the annual meeting of shareholders. Entergy Corporation's officers are elected at the annual meeting of the Board of Directors.
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:
Steven V. Wilkinson (Chairman)
Simon D. deBree
Stuart L. Levenick
James R. Nichols
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. The Board has also adopted a Code of Business Conduct and Ethics for Employees, that includes Special Provision Relating to Principal Executive Officer and Senior Financial Officers. The Code of Business Conduct and Ethics for Employees is to be read in conjunction with Entergy's omnibus code of integrity under which Entergy operates called the Code of Entegrity as well as system policies. All employees are required to abide by the Codes. Non-bargaining employees are required to acknowledge annually that they understand and abide by the Code of Entegrity. The Code of Business Conduct and Ethics for Employees and the Code of Entegrity are 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 8, 2009, 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 concerning the directors and officers of Entergy Corporation is set forth in the Proxy Statement under the headings "Compensation Discussion and Analysis," "Executive Compensation Tables," "Nominees for the Board of Directors," and "Non-Employee Director Compensation," all of which information is incorporated herein by reference.
ENTERGY ARKANSAS, ENTERGY GULF STATES LOUISIANA, ENTERGY LOUISIANA, ENTERGY MISSISSIPPI, ENTERGY NEW ORLEANS AND ENTERGY TEXAS
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
In this section, the salaries and other compensation elements paid in 2008 to the Chief Executive Officers ("CEOs"), the Principal Financial Officer ("PFO"), the three other most highly compensated executive officers other than the CEO and PFO (collectively, the "Named Executive Officers") of each of Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and Entergy Texas (the "Subsidiaries") are discussed and analyzed. The purpose of this section is to provide investors with material information necessary to understand the compensation policies for the Named Executive Officers. This section should be read in combination with the more detailed compensation tables and other data presented elsewhere in this report. For information regarding the compensation of the named executive officers of Entergy Corporation, see the Proxy Statement of Entergy Corporation.
The Named Executive Officers are identified in the Summary Compensation Table immediately following this Compensation Discussion and Analysis. Mr. Leonard, Mr. Denault and Mr. Smith also serve as executive officers of Entergy Corporation. Mr. Leonard, Mr. Denault and Mr. Smith do not receive additional compensation for serving as Named Executive Officers of the Subsidiaries. Mr. Lewis, who served as the Vice President and Chief Financial Officer - Utility Operations Group of the Subsidiaries, is not an executive officer of Entergy Corporation and, as such, does not participate in many of the compensation programs applicable to the other Named Executive Officers. For more information about the officers of the Subsidiaries, see Part III, Item 10 of this report.
Executive Summary
The compensation program for the Named Executive Officers has been designed to attract, retain, motivate and reward executives who can contribute to the long-term success and thereby build value for the shareholders of Entergy Corporation.
The executive compensation package is comprised of a combination of short-term and long-term compensation elements. Short-term compensation includes base pay and annual cash bonus awards. Long-term compensation includes stock options and performance units.
The executive compensation program is approved by the Personnel Committee of Entergy Corporation, which is comprised entirely of independent board members.
The following table summarizes the principal factors that are taken into account in deciding the amount of each compensation element paid or awarded to the executives:
Key Compensation Components
(where reported in summary
compensation table)
Factors
Base Salary
(salary, column, c)
Entergy Corporation, business unit and individual performance
Market data
Internal pay equity
The Committee's assessment of other elements of compensation
Non-Equity Incentive Plan
Compensation
(Cash Bonus)
(non-equity plan compensation,
column g)
Compensation practices at the peer group companies and the general market for companies Entergy Corporation's size
Desire to ensure that a substantial portion of total compensation is performance-based
The Committee's assessment of other elements of compensation
Entergy Corporation and individual performance
Performance Units
(stock awards, column e)
Compensation practices at Entergy peer group companies and in broader group of utility companies
Target long-term compensation values in the market for similar jobs
The desire to ensure that a substantial portion of total compensation is performance-based
The Committee's assessment of other elements of compensation
Stock Options
(options, column f)
Individual performance
Prevailing market practice
Targeted long-term value created by the use of stock options
Potential dilutive effect of stock option grants
The Committee's assessment of other elements of compensation
Compensation decisions for each executive officer are made after taking into account all elements of the officer's compensation. In making compensation decisions, the same compensation policies are applied to all of the executive officers; however, the application of these policies results in different compensation amounts to individual executive officers because of: (i) differences in roles and responsibilities; (ii) differences in market-based compensation levels for specific officer positions; (iii) the assessment of individual performance; and (iv) variations in business unit performance.
Objectives of the Executive Compensation Program
The greatest part of the compensation of the Named Executive Officers should be in the form of "at risk" performance-based compensation.
The compensation programs are designed to ensure that a significant percentage of the total compensation of the Named Executive Officers is contingent on achievement of performance goals that drive total shareholder return and result in increases in Entergy Corporation's common stock price. For example, each of the annual cash incentive and long-term performance unit programs is designed to pay out only if Entergy Corporation achieves pre-established performance goals. Assuming achievement of these performance goals at target level, approximately 80% of the annual target total compensation (excluding non-qualified supplemental retirement income) of Entergy Corporation's Chief Executive Officer is represented by performance-based compensation and the remaining 20% is represented by base salary. For Mr. Denault and Mr. Smith, assuming achievement of performance goals at the target levels, approximately 65% of the annual target total compensation (excluding non-qualified supplemental retirement income) is represented by performance-based compensation and the remaining 35% by base salary. For substantially all of the other Named Executive Officers, assuming achievement of performance goals at the target levels, at least
50% of the annual target total compensation (excluding non-qualified supplemental retirement income) is represented by performance-based compensation and the remaining 50% by base salary. Entergy Corporation's Chief Executive Officer's total compensation is at greater risk than the other Named Executive Officers, reflecting both market practice and acknowledging the leadership role of the Chief Executive Officer in setting company policy and strategies.
A substantial portion of the Named Executive Officers' compensation should be delivered in the form of equity awards.
To align the economic interests of the Named Executive Officers with the shareholders of Entergy Corporation, Entergy Corporation believes a substantial portion of their total compensation should be in the form of equity-based awards. Equity awards are typically granted in the form of stock options with a three-year vesting schedule and performance units with a three-year performance cycle. Stock options are generally subject only to time-based vesting. Performance units pay out only if Entergy Corporation achieves specified performance targets. The amount of payout varies based on the level of performance achieved.
The compensation programs of Entergy Corporation and the Subsidiaries should enable the companies to attract, retain and motivate executive talent by offering compensation packages that are competitive but fair.
It is in the shareholders' best interests that Entergy Corporation and the Subsidiaries attract and retain talented executives by offering compensation packages that are competitive but fair. Entergy Corporation's Personnel Committee has sought to develop compensation programs that deliver total target compensation in aggregate at approximately the 50th percentile of the market.
The Starting Point
To develop a competitive compensation program, the Personnel Committee on an annual basis reviews base salary and other compensation data from two sources:
Survey Data
: The Committee uses published and private compensation survey data to develop marketplace compensation levels for executive officers. The data, which is compiled by the Committee's independent compensation consultant, compares the current compensation levels received by each of the executive officers against the compensation levels received by executives holding similar positions at companies with corporate revenues consistent with the revenues of Entergy Corporation. For non-industry specific positions such as a chief financial officer, the Committee reviews data from general industry. For management positions that are industry-specific such as Group President, Utility Operations, the Committee reviews data from energy service companies. The survey data reviewed by the Committee covers approximately 300 public and private companies in general industry and approximately 70 public and private companies in the energy services sector. In evaluating compensation levels against the survey data, the Committee considers only the aggregated survey data. The identity of the companies comprising the survey data is not disclosed to, or considered by, the Committee in its decision-making process and, thus, is not considered material by the Committee.
The Committee uses the survey data to develop compensation programs that deliver total target compensation at approximately the 50th percentile of the surveyed companies. This survey data is used as the primary data for purposes of determining target compensation. For this purpose, the Committee reviews the results of the survey data (organized in tabular format) comparing each of the Named Executive Officer's compensation relative to the 25th, 50th (or median) and 75th percentile of the surveyed companies. The Committee considers its objectives to have been met if Entergy Corporation's Chief Executive Officer, the executive officers who constitute what is referred to as the Office of the Chief Executive, considered as a group (9 officers including Mr. Denault and Mr. Smith) and the other Named Executive Officer have a target compensation package that falls within the range of 90 - 110 percent of the 50th percentile of the surveyed companies. In 2008, in the aggregate the target compensation of all of the Named Executive Officers fell within this range. Actual compensation received by an individual officer may be above or below the 50th percentile based on an individual officer's skills, performance and responsibilities.
Proxy Analysis
: Although the survey data described above is the primary data source used in determining compensation, the Committee reviews data derived from proxy statements as an additional point of analysis. The proxy data is used to compare the compensation levels of executive officers against the compensation levels of the corresponding executive officers from 18 of the companies included in the Philadelphia Utilities Index. The analysis is used by the Committee to evaluate the reasonableness of the Company's compensation program. The proxy market data compare Entergy executive officers to other proxy officers based on pay rank without regard to roles and responsibilities. These companies are:
AES Corporation
Exelon Corporation
Ameren Corporation
FirstEnergy Corporation
American Electric Power Co. Inc.
FPL Group Inc.
CenterPoint Energy Inc.
Northeast Utilities
Consolidated Edison Inc.
PG&E Corporation
Dominion Resources Inc.
Progress Energy, Inc.
DTE Energy Company
Public Service Enterprise Group, Inc.
Duke Energy Corporation
Southern Company
Edison International
XCEL Energy
Elements of the Compensation Program
The major components of the executive compensation program are presented below:
Short-Term Compensation
Base Salary
Base salary is a component of each Named Executive Officer's compensation package because the Committee believes it is appropriate that some portion of the compensation that is provided to these officers be provided in a form that is a fixed cash amount. Also, base salary remains the most common form of payment throughout all industries. Its use ensures a competitive compensation package to the Named Executive Officers.
The Committee (in the case of Mr. Leonard, Mr. Denault and Mr. Smith) or certain senior Entergy officers (in the case of the other Named Executive Officers) determine whether to award Named Executive Officers annual merit increases in base salary based on the following factors:
Entergy Corporation, business unit and individual performance during the prior year;
Market data;
Internal pay equity; and
The Committee's assessment of other elements of compensation provided to the Named Executive Officer.
The corporate and business unit goals and objectives vary by individual officers and include, among other things, corporate and business unit financial performance, capital expenditures, cost containment, safety, reliability, customer service, business development and regulatory matters.
The use of "internal pay equity" in setting merit increases is limited to determining whether a change in an executive officer's role and responsibilities relative to other executive officers requires an adjustment in the officer's salary. The Committee has not established any predetermined formula against which the base salary of one Named Executive Officer is measured against another officer or employee.
In 2008, on the basis of the market data and other factors described above, merit-based salary increases for the Named Executive Officers were approved in amounts ranging from 3.2 to 5.2 percent. In general these merit-based increases were consistent with the merit increase percentages approved with respect to Named Executive Officers in the last two years (excluding adjustments in salaries related to market factors, promotions or other changes in job responsibilities).
The following table sets forth the 2007 base salaries for the Named Executive Officers, the 2008 percentage increase and the resulting 2008 base salary. Except as described below, changes in base salaries were effective in April of each of the years shown.
Named Executive
Officer
2007 Base Salary
Percentage Increase
2008 Base Salary
J. Wayne Leonard
$1,230,000
5.0%
$1,291,500
Leo P. Denault
$600,000
5.0%
$630,000
Richard J. Smith
$622,400
3.5%
$645,000
E. Renae Conley
$392,000
4.0%
$407,680
Hugh T. McDonald
$311,992
3.2%
$322,132
Joseph F. Domino
$307,009
3.5%
$317,754
Roderick K. West
$276,000
13.75%
$315,000
Theodore H. Bunting, Jr.
$325,000
5.2%
$341,900
Haley Fisackerly
$205,004
32.9%
$275,000
Carolyn Shanks
$307,009
3.3%
$317,140
Jay A. Lewis
$207,000
3.24%
$213,707
In addition to the market-based and other factors described above, the following factors were considered by the Committee with respect to the officers identified below:
Mr. Leonard's salary was increased due to the Personnel Committee's assessment of, among other things, his strong performance as Chief Executive Officer of Entergy Corporation, Entergy Corporation's financial and operational performance in 2007 and comparative market data on base salaries for chief executive officers.
In May, 2008, Carolyn Shanks resigned as CEO - Entergy Mississippi and accepted a conditional offer of employment at Enexus Energy Corporation. Upon her resignation, Mr. Fisackerly was promoted to President and CEO of Entergy Mississippi, and Mr. Fisackerly's salary was increased to reflect the increased responsibilities of his new position and comparative market and internal data for officers holding similar positions and performing similar responsibilities.
In the third quarter of 2008, Mr. Bunting took on the role of principal financial officer for the Subsidiaries replacing Mr. Lewis in that position. In the third quarter of 2008, Mr. Lewis assumed a position with Enexus Energy Corporation.
Mr. West's salary was increased to reflect his performance as CEO - Entergy New Orleans, the strategic challenges facing Entergy New Orleans and the importance of retaining Mr. West to manage these challenges and to retain internal competitiveness of Mr. West's salary with officers in the Company holding similar positions.
	In January 2009, in light of current economic conditions and the projected slow or little growth for executive officer salaries in 2009 based on general industry surveys obtained from human resource consulting firms, the Personnel Committee decided not to increase the 2009 base salaries of the executive officers who constitute the Office of the Chief Executive Officer from the 2008 base salaries set for such executive officers.
Non-Equity Incentive Plan (Cash Bonus)
Performance-based incentives are included in the Named Executive Officers' compensation packages because it encourages the Named Executive Officers to pursue objectives consistent with the overall goals and strategic direction that the Entergy board has set for Entergy Corporation. Annual incentive plans are commonly used by companies in a variety of industry sectors to compensate their executive officers.
The Named Executive Officers participate in a performance-based cash bonus plan known as the Executive Annual Incentive Plan or Executive Incentive Plan (other than Mr. Lewis who participates in a management level annual incentive plan substantially similar to the Executive Incentive Plan known as the Management Incentive Plan). The Executive Incentive Plan and the Management Incentive Plan operate on a calendar year basis. A performance metric known as the Entergy Achievement Multiplier is used to determine the payouts for each particular calendar year. The Entergy Achievement Multiplier is used to determine the percentage of target annual plan awards that will be paid each year to each Named Executive Officer. In December 2007, the Entergy Achievement Multiplier for 2008 awards was selected to be based in equal part on earnings per share and operating cash flow. The Committee selected these performance measures because:
earnings per share and operating cash flow have both a correlative and causal relationship to shareholder value performance;
earnings per share and operating cash flow targets are aligned with externally-communicated goals; and
earnings per share and operating cash flow results are readily available in earning releases and SEC filings.
In addition, these measures are commonly used by other companies, including the industry peer group companies, as components of their incentive programs. For example, approximately 56 percent of the industry peer group companies use earnings per share as an incentive measure and 22 percent use some type of cash flow measure. The Personnel Committee evaluates and sets the performance measures used for the Executive Incentive Plan and the Management Incentive Plan on an annual basis.
	The Committee sets minimum and maximum achievement levels under the Executive Incentive Plan and the Management Incentive Plan at approximately 10% below and 10% above target achievement levels. Payouts for performance between minimum and target achievement levels and between target and maximum levels are calculated using straight line interpolation. In general, the Committee seeks to establish target achievement levels such that the relative difficulty of achieving the target level is consistent from year to year. Over the past five years ending in 2008, the average Entergy Achievement Multiplier was 140% of target. This result reflects the strong performance of Entergy Corporation during this period.
In December 2007, the Committee set the 2008 target awards for incentives to be paid in 2009 under the Executive Incentive Plan and the Management Incentive Plan. As a percentage of base salary, the target awards for certain of Entergy named executive officers were set as follows: J. Wayne Leonard, CEO of Entergy Corporation (120%); Leo P. Denault, Executive Vice President and Chief Financial Officer (70%); and Richard J. Smith, President and Chief Operating Officer of Entergy Corporation (70%). The Committee based its decision on the target awards for Mr. Denault and Mr. Smith on the recommendation of Entergy's Chief Executive Officer.
	In setting these target awards, the Personnel Committee considered several factors, including:
Analysis provided by the Committee's independent compensation consultant as to compensation practices at the industry peer group companies and the general market for companies the size of Entergy Corporation;
Competitiveness of Entergy Corporation's compensation plans and their ability to attract and retain top executive talent;
The individual performance of each Entergy named executive officer (other than the Chief Executive Officer of Entergy Corporation) as evaluated by the Chief Executive Officer of Entergy Corporation;
Target bonus levels in the market for comparable positions;
The desire to ensure that a substantial portion of total compensation is performance-based;
The relative importance, in any given year, of the short-term performance goals established pursuant to the Executive Incentive Plan; and
The Committee's assessment of other elements of compensation provided to the Entergy named executive officers.
The target awards for the other Named Executive Officers were set as follows: E. Renae Conley, CEO - Entergy Gulf States Louisiana and CEO - Entergy Louisiana (60%); Joseph F. Domino, CEO - Entergy Texas (50%); Hugh T. McDonald, CEO - Entergy Arkansas (50%); Roderick K. West, CEO - Entergy New Orleans (40%); Haley Fisackerly, CEO - Entergy Mississippi (40%), Theodore H. Bunting, Jr. - acting principal financial officer - the Subsidiaries (60%) and Carolyn Shanks former CEO-Entergy Mississippi (50%). The target award for Jay Lewis, former principal financial officer of the Subsidiaries, is set at 40%.
The target awards for the Named Executive Officers (other than Entergy named executive officers) were set by their respective supervisors (subject to ultimate approval of Entergy's Chief Executive Officer or in the case of Mr. Lewis, Entergy's Chief Financial Officer) who allocated a potential incentive pool established by the Personnel Committee among various of their direct and indirect reports. In setting the target awards, the supervisor took into account considerations similar to those used by the Personnel Committee in setting the target awards for Entergy's Named Executive Officers.
The Committee established a higher target percentage for Mr. Leonard compared to the other Named Executive Officers to reflect the following factors:
Mr. Leonard's leadership and contributions to Entergy Corporation's success as measured by, among other things, the overall performance of Entergy Corporation.
Market practices that compensate chief executive officers at greater potential compensation levels with more "pay at risk," than other executive officers.
The Personnel Committee's assessment of Mr. Leonard's strong performance based on the Board's annual performance evaluation, in which the Board reviews and assesses Mr. Leonard's performance based on: leadership, strategic planning, financial results, succession planning, communications with all of the stakeholders, external relations with the communities and industries in which Entergy Corporation operates and his relationship with the Board.
Target awards are set based on an executive officer's current position and executive management level within the Entergy organization. Management levels at Entergy range from Level 1 thorough Level 5. Mr. Denault and Mr. Smith hold positions in Level 2 whereas Mr. Bunting and Ms. Conley hold positions in Level 3 and Mr. Domino, Mr. Fisackerly, Mr. McDonald, Ms. Shanks and Mr. West hold positions in Level 4 and Mr. Lewis holds a position in Level 5. Accordingly, their respective incentive targets differ one from another based on the external market data developed by the Committee's independent compensation consultant and the other factors noted above.
In January 2008, the Committee determined the Entergy Achievement Multiplier to be used for purposes of establishing annual bonuses for 2008. The targets established to measure management performance against as reported results were:
Minimum
Target
Maximum
Earnings Per Share ($)
	6.03
	6.70
	7.37
Operating Cash Flow
($ in Billions)
	2.34
	2.67
	3.00
After reviewing earnings per share and operating cash flow results against the performance objectives in the above table, the Personnel Committee set the Entergy Achievement Multiplier at 140% of target.
	Under the terms of the Executive Incentive Plan, the Entergy Achievement Multiplier is automatically increased by 25 percent for the members of the Office of the Chief Executive (including Mr. Denault and Mr. Smith, but not the other Named Executive Officers), subject to the Personnel Committee's discretion to adjust the automatic multiplier downward or eliminate it altogether. In accordance with Section 162(m) of the Internal Revenue Code, the multiplier which Entergy refers to as the Management Effectiveness Factor is intended to provide the Committee, through the exercise of negative discretion, a mechanism to take into consideration the specific achievement factors relating to the overall performance of Entergy Corporation. In January 2009, the Committee exercised its negative discretion to eliminate the Management Effectiveness Factor, reflecting the Personnel Committee's determination that the Entergy Achievement Multiplier, in and of itself without the Management Effectiveness Factor, was consistent with the performance levels achieved by management.
	The annual incentive award for the Named Executive Officers (other than Mr. Leonard, Mr. Denault and Mr. Smith) is awarded from an incentive pool approved by the Committee. From this pool, each named executive officer's supervisor determines the annual incentive payment based on the Entergy Achievement Multiplier. The supervisor has the discretion to increase or decrease the multiple used to determine an incentive award based on individual and business unit performance. The incentive awards are subject to the ultimate approval of Entergy's Chief Executive Officer.
	The following table shows the Executive and Management Incentive Plans payments as a percentage of base salary for 2008:
Named Exeutive Officer
Target
Percentage Base Salary
2008 Annual Incentive Award
J. Wayne Leonard
120%
168%
$2,169,720
Leo P. Denault
70%
98%
$617,400
Richard J. Smith
70%
98%
$632,100
E. Renae Conley
60%
102%
$415,000
Hugh T. McDonald
50%
50%
$160,500
Joseph F. Domino
50%
72%
$230,000
Roderick K. West
40%
80%
$252,000
Haley Fisackerly
40%
46%
$125,700
Theodore H. Bunting, Jr.
60%
117%
$400,023
Carolyn Shanks
50%
72%
$229,134
Jay A. Lewis
40%
60%
$128,505
	While Ms. Shanks and Mr. Lewis are no longer CEO-Entergy Mississippi and principal financial officer for the Subsidiaries, respectively, Ms. Shanks continues to participate in the Executive Incentive Plan, and Mr. Lewis continues to participate in the Management Incentive Plan as they remain employees of Entergy since the contemplated Enexus separation has not occurred and Enexus remains a subsidiary of Entergy.
Nuclear Retention Plan
Some of Entergy's executives, but not any of the Named Executive Officers, participate in a special retention plan for officers and other leaders with special expertise in the nuclear industry. The Committee authorized the Plan to attract and retain management talent in the nuclear power field, a field which requires unique technical and other expertise that is in great demand in the utility industry. The Plan provides for bonuses to be paid over a three-year employment period. Subject to continued employment with a participating company, a participating employee is eligible to receive a special cash bonus consisting of three payments, each consisting of an amount from 15% to 30% of such participant's base salary.
	Mr. Fisackerly was a participant in the Plan. With his promotion to CEO - Entergy Mississippi, Mr. Fisackerly no longer served in a nuclear capacity and was no longer eligible to participate in the Plan. Under the Plan, Mr. Fisackerly was eligible to receive an annual cash bonus equal to 20% of his base 2007 salary. As payment of bonuses under this Plan requires continued eligibility under the Plan and to meet Mr. Fisackerly targeted compensation, Mr. Fisackerly received a cash payment of $41,000, an amount equal to one year's cash bonus, to compensate him for his discontinued participation in the Plan.
Long-Term Compensation
Entergy Corporation's long-term equity incentive programs are intended to reward the Named Executive Officers for achievement of shareholder value creation over the long-term. In its long-term incentive programs, Entergy Corporation primarily uses a mix of performance units and stock options in order to accomplish different objectives. Performance units reward the Named Executive Officers on the basis of total shareholder return, which is a measure of stock appreciation and dividend payments relative to the industry peer group companies. Stock options provide a direct incentive for increasing the price of Entergy Corporation common stock. In addition, Entergy Corporation occasionally awards restricted units for retention purposes or to offset forfeited compensation in order to attract officers and managers from other companies.
Each of the performance units and stock options granted to the Named Executive Officers in 2008 were awarded under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation, which is referred to as the 2007 Equity Ownership Plan.
Performance Unit Program
Entergy Corporation issues performance unit awards to the Named Executive Officers (other than Mr. Lewis) under its Performance Unit Program. Each Performance Unit equals the cash value of one share of Entergy Corporation common stock at the end of the three-year performance cycle. Each unit also earns the cash equivalent of the dividends paid during the performance cycle. The Performance Unit Program is structured to reward Named Executive Officers only if performance goals set by the Personnel Committee are met. The Personnel Committee has no discretion to make awards if minimum performance goals are not achieved. The Performance Unit Program provides a minimum, target and maximum achievement level. Performance is measured by assessing Entergy Corporation's total shareholder return relative to the total shareholder return of industry peer group companies. The Personnel Committee chose total shareholder return as a measure of performance because it assesses Entergy Corporation's creation of shareholder value relative to other electric utilities over the performance cycle. Minimum, target and maximum performance levels are determined by reference to the quartile ranking of Entergy Corporation's total shareholder return against the total shareholder return of industry peer group companies.
For the 2009-2011 performance cycle, the Personnel Committee identified the Philadelphia Utility Index as the industry peer group for total shareholder return performance because the companies represented in this index more closely approximate Entergy Corporation in terms of size. The companies included in the Philadelphia Utility Index are provided above in the Compensation Discussion and Analysis under "The Starting Point - Proxy Analysis."
Subject to achievement of the Performance Unit Program performance levels, the Personnel Committee established target amounts of 22,500 performance units for Mr. Leonard; and 4,800 performance units for each of Mr. Denault and Mr. Smith for the 2009-2011 performance cycle. The target amount for the other Named Executive Officers are as follows: 2,000 performance units for Ms. Conley and Mr. Bunting; and 900 performance units for each of Mr. Domino, Mr. McDonald, Mr. West, Mr. Fisackerly and Ms. Shanks. The range of payouts under the program is shown below.
Quartiles:
Performance Levels:
Zero
Minimum
Target
Maximum
Total Shareholder Return Ranges:
Below 25th percentile
25th to 50th percentiles
50th to 75th percentiles
75th percentile and above
Payouts:
No Payout
Interpolate between Minimum and Target
(10% to 100% of Target)
Interpolate between Target and Maximum (100% to 250% of Target)
Maximum Payout (250% of Target)
The Personnel Committee sets payout opportunities for the Performance Unit Program each performance cycle. In determining payout opportunities, the Committee considers several factors, including:
The advice of the Committee's independent compensation consultant regarding compensation practices at the industry peer group companies;
Competitiveness of the Entergy Corporation's compensation plans and their ability to attract and retain top executive talent;
Target long-term compensation values in the market for similar jobs;
The desire to ensure, as described above, that a substantial portion of total compensation is performance-based;
The relative importance, in any given year, of the long-term performance goals established pursuant to the Performance Unit Program; and
The Committee's assessment of other elements of compensation provided to the Named Executive Officer.
	For the 2006-2008 performance cycle, the target amounts established in January 2006 were:
33,500 performance units for Mr. Leonard;
6,000 performance units for Mr. Denault and Mr. Smith;
2,400 performance units for Ms. Conley and Mr. Bunting; and
1,100 performance units for each of Mr. Domino, Mr. McDonald, Mr. Fisackerly and Ms. Shanks.
Participants could earn performance units consistent with the range of payouts as described above for the 2009-2011 performance cycle. The Committee established a higher target amount for Mr. Leonard compared to the other Named Executive Officers based on the following factors:
Mr. Leonard's leadership and contributions to Entergy Corporation's success as measured by, among other things, the overall performance of Entergy Corporation.
Market practices that compensate chief executive officers at greater potential compensation levels with more "pay at risk," than other named executive officers.
In January 2009, the Committee assessed Entergy Corporation's total shareholder return for the 2006-2008 performance period and determined the actual number of performance units to be paid to Performance Unit Program participants for the 2006-2008 performance cycle. Performance was measured in a manner similar to that described above for the 2009-2011 cycle, on the basis of relative total shareholder return.
For purposes of determining Entergy Corporation's relative performance for the 2006-2008 period, the Committee used the Philadelphia Utility Index as the peer group. Based on market data and the recommendation of management, the Committee compared Entergy Corporation's total shareholder return against the total shareholder return of the companies that comprised the Philadelphia Utility Index.
Based on a comparison of Entergy Corporation's performance relative to the Philadelphia Utility Index as described above, the Committee concluded that Entergy Corporation had exceeded the performance targets for the 2006-2008 performance cycle with Entergy finishing in the first quartile which resulted in a payment of 250% of target (the maximum amount payable). Each performance unit was then automatically converted into cash at the rate of $83.13 per unit, the closing price of Entergy Corporation common stock on the last trading day of the performance cycle (December 31, 2008), plus dividend equivalents accrued over the three-year performance cycle. See the 2008 Option Exercises and Stock Vested table for the amount paid to each of the Named Executive Officers for the 2006-2008 performance unit cycle.
Stock Options
The Personnel Committee and in the case of the Named Executive Officers (other than Mr. Leonard, Mr. Denault and Mr. Smith), Entergy's Chief Executive Officer and the Named Executive Officer's supervisor consider several factors in determining the amount of stock options it will grant under Entergy's equity ownership plans to the Named Executive Officers, including:
Individual performance;
Prevailing market practice in stock option grants;
The targeted long-term value created by the use of stock options;
The number of participants eligible for stock options, and the resulting "burn rate" (i.e., the number of stock options authorized divided by the total number of shares outstanding) to assess the potential dilutive effect; and
The Committee's assessment of other elements of compensation provided to the Named Executive Officer
For stock option awards to the Named Executive Officers (other than Mr. Leonard), the Committee's assessment of individual performance of each Named Executive Officer done in consultation with Entergy Corporation's Chief Executive Officer is the most important factor in determining the number of options awarded.
The following table sets forth the number of stock options granted to each Named Executive Officer in 2008. The exercise price for each option was $108.20, which was the closing fair market value of Entergy Corporation common stock on the date of grant.
Named Exeutive Officer
	Stock Options
J. Wayne Leonard
175,000
Leo P. Denault
50,000
Richard J. Smith
35,000
E. Renae Conley
15,600
Hugh T. McDonald
7,000
Haley Fisackerly
5,000
Joseph F. Domino
7,000
Roderick K. West
8,000
Theodore H. Bunting, Jr.
18,000
Carolyn Shanks
7,000
The option grants awarded to the Named Executive Officers (other than Mr. Leonard and Mr. Lewis) ranged in amount between 5,000 and 50,000 shares. Mr. Lewis did not receive any stock option awards in 2008. In the case of Mr. Leonard, who received 175,000 stock options, the Committee took special note of his performance as Entergy Corporation's Chief Executive Officer. Among other things, the Committee noted that the total shareholder return of Entergy Corporation measured over the nine-year period between Mr. Leonard's
appointment as CEO of Entergy Corporation in January 1999 and the January 24, 2008 grant date exceeded all of the industry peer group companies as well as all other U.S. utility companies.
For additional information regarding stock options awarded in 2008 to each of the Named Executive Officers, see the 2008 Grants of Plan-Based Awards table.
Under the equity ownership plans, all options must have an exercise price equal to the closing fair market value of Entergy Corporation common stock on the date of grant. In 2008, Entergy Corporation implemented guidelines that require an executive officer to achieve and maintain a level of Entergy Corporation stock ownership equal to a multiple of his or her salary. Until an executive officer achieves the multiple ownership position of Entergy Corporation common stock, the executive officer (including a Named Executive Officer) upon exercising any stock option granted on or after January 1, 2003, must retain at least 75% of the after-tax net profit from such stock option exercise in the form of Entergy Corporation common stock.
Entergy Corporation has not adopted a formal policy regarding the granting of options at times when it is in possession of material non-public information. However, Entergy Corporation generally grants options to Named Executive Officers only during the month of January in connection with its annual executive compensation decisions. On occasion, it may grant options to newly hired employees or existing employees for retention or other limited purposes.
Restricted Units
Restricted units granted under the equity ownership plans represent phantom shares of Entergy Corporation common stock (i.e., non-stock interests that have an economic value equivalent to a share of Entergy Corporation common stock). Entergy Corporation occasionally grants restricted units for retention purposes, to offset forfeited compensation from a previous employer or other limited purposes. If all conditions of the grant are satisfied, restrictions on the restricted units lift at the end of the restricted period, and a cash equivalent value of the restricted units is paid. The settlement price is equal to the number of restricted units multiplied by the closing price of Entergy Corporation common stock on the date restrictions lift. Restricted units are not entitled to dividends or voting rights. Restricted units are generally time-based awards for which restrictions lift, subject to continued employment, over a two- to five-year period.
	In January 2008, the Committee granted Mr. Denault, Entergy Corporation's Chief Financial Officer, 24,000 restricted units. The Committee determined that, in light of the numerous strategic challenges facing Entergy (including the challenges associated with the completion of Entergy's pending separation of its non-utility nuclear business) it was essential that Entergy retain Mr. Denault's continued services as an executive officer of Entergy. The Committee also took into account the competitive market for chief financial officers and Mr. Denault's broader role in the leadership of Entergy. In determining the size of the grant, the Committee consulted its independent consultant to confirm that the grant was consistent with market practices. The Committee chose restricted units over other retention instruments because it believes that restricted stock units better align the interest of the officer with Entergy Corporation's shareholders in terms of growing shareholder value and increasing shareholder returns on equity. The Committee also noted, based on the advice of its independent consultant, that such grants are a commonly used market technique for retention purposes.
	The restricted units will vest on the following dates:
Vesting Date
Restricted Stock Units
January 25, 2011
8,000
January 25, 2012
8,000
January 25, 2013
8,000
	On each vesting date, Entergy will pay Mr. Denault, subject to payment of withholding taxes, a cash amount equal to the closing price of a share of Entergy common stock on that date. Under certain conditions, including a change of control of Entergy, death or disability, Mr. Denault's restricted stock units may vest on an earlier date.
In April 2008, the Personnel Committee granted Mr. West, CEO-Entergy New Orleans, 15,000 restricted units. The Committee awarded the restricted units in light of Mr. West's performance as Chief Executive Officer of Entergy New Orleans, the strategic challenges facing Entergy New Orleans and the importance of retaining Mr. West to manage these challenges. In determining the size of the grant, the Committee consulted its independent consultant to confirm that the grant was consistent with market practices. The Committee chose restricted units over other retention instruments because it believes that restricted units better align the interest of the officer with our shareholders in terms of growing shareholder value and increasing shareholder returns on equity. The Committee also noted, based on the advice of its independent consultant, that such grants are a commonly used market technique for retention purposes. The restricted units will vest on April 8, 2013.
On the vesting date, Entergy will pay Mr. West, subject to payment of withholding taxes, a cash amount equal to the 15,000 units multiplied by the closing price of a share of Entergy common stock on that date. Under certain conditions, including a change of control of Entergy, Mr. West's restricted stock units may vest on an earlier date.
No other Named Executive Officers received restricted units during 2008.
2008 Significant Achievements
	In assessing individual and management performance with respect to the overall compensation of the Named Executive Officers, the Committee noted the following significant achievements during 2008:
Managed storm restoration for two major back to back hurricanes -Gustav and Ike;
Achieved alternative method of securitization which provided benefits for shareholders and customers;
Successfully completed acquisition of Ouachita generation facility and received approval from the Arkansas Public Service Commission;
Successfully completed acquisition of the Calcasieu generation facility and received approval from the Louisiana Public Service Commission;
Achieved record generation from the non-utility nuclear fleet;
Made significant progress on the contemplated separation of the non-nuclear utility segment;
Completed $0.5 billion of the Board approved and previously disclosed $1.5 billon stock repurchase
program; Receipt from Platts Global Energy of a special award of excellence in recognition of standout performance year after year over the past decade, Entergy was cited for being a finalist 39 times in the Awards contest, far more than any other energy company and Wayne Leonard being named a finalist for the CEO of the Year award by Platts Global Energy for the eighth consecutive year;
Recognition for corporate governance practice where in 2008 we received a 10 rating from Governance Metrics International and 100 percent rating for corporate governance in the Institutional Shareholder Services utility rankings; and
Received multiple awards and recognition, including 10th consecutive annual EEI award for storm restoration leadership with recognition for the Assistance Award in 2008.
Benefits, Perquisites, Agreements and Post-Termination Plans
Pension Plan, Pension Equalization Plan and System Executive Retirement Plan
The Named Executive Officers participate in an Entergy Corporation-sponsored pension plan that covers a broad group of employees. This pension plan is a funded, tax-qualified, noncontributory defined benefit pension plan. Benefits under the pension plan are based upon an employee's years of service with an Entergy system company and the employee's average monthly rate of earnings (which generally includes
salary and eligible bonus, other than Executive Incentive Plan or Management Incentive Plan bonus) for the highest consecutive 60 months during the 120 months preceding termination of employment or "Eligible Earnings," and are payable monthly after separation from an Entergy system company. The amount of annual earnings that may be considered in calculating benefits under the pension plan is limited by federal law.
Benefits under the pension plan are calculated as an annuity equal to 1.5% of a participant's Eligible Earnings multiplied by years of service. Years of service under the pension plan formula cannot exceed 40. Contributions to the pension plan are made entirely by the employer and are paid into a trust fund from which the benefits of participants will be paid.
Entergy Corporation sponsors a Pension Equalization Plan, which is available to a select group of management and highly compensated employees, including the Named Executive Officers (other than Entergy's Chief Executive Officer). The Pension Equalization Plan is a nonqualified unfunded plan that provides for payment from the employer's general assets of an amount payable as a single sum distribution substantially equal to the actuarial present value of the difference between the amount that would have been payable under the pension plan, but for legislation limiting pension benefits and earnings that may be considered in calculating pension benefits, and the amount actually payable under the pension plan. The Pension Equalization Plan also takes into account as earnings any Executive Incentive Plan or Management Incentive Plan bonus awards.
Entergy Corporation also sponsors a System Executive Retirement Plan available to its approximately 60 officers, including the Named Executive Officers (other than Mr. Leonard and Mr. Lewis). Participation in the System Executive Retirement Plan requires individual approval by the plan administrator. The System Executive Retirement Plan is designed to offer a single sum payment of the actuarial value of the replacement income ratio in the range (based on management level and total years of service) of 55% to 65% of a Named Executive Officer's final three-year average annual compensation (i.e., generally one-third of the sum of the participant's base salary and Executive Incentive Plan bonus for the three years during the last 10 years preceding termination of employment in which such sum is the highest). The System Executive Retirement Plan recognizes a maximum of 30 years of service for purposes of calculating a participant's benefit. If the benefit under the System Executive Retirement Plan is the greater benefit when compared to the Pension Equalization Plan, then the single sum amount payable under the System Executive Retirement Plan is offset by the value of the qualified Pension Plan, and is also typically offset by any prior employer pension benefit available to the executive. While the System Executive Retirement Plan has a replacement ratio schedule from one year of service to the maximum of 30 years of service, the table below offers a sample ratio at 20 and 30 years of service.
Years of Service
Executives at Management Level 1
Executives at Management Level 3
& above - includes the remaining 4
Named Executive Officers
Executives at Management Level 4
20 Years
55.0%
50.0%
45.0%
30 years
65.0%
60.0%
55.0%
Mr. Leonard's retention agreement (as further discussed below) provides that, in lieu of his participation in the Pension Equalization Plan and the System Executive Retirement Plan, upon the termination of his employment (unless such termination is for Cause, as defined in the agreement), he will be entitled to receive a benefit equal to 60% of his final three-year average compensation (as described in the description of the System Executive Retirement Plan above) calculated as a single life annuity and payable as an actuarial equivalent lump sum. This benefit will be reduced by other benefits to which he is entitled from any Entergy Corporation-sponsored pension plan or prior employer pension plans. The terms of Mr. Leonard's Supplemental Retirement Benefit were negotiated at the time of his employment with Entergy Corporation and were designed to, among other things, offset the loss of benefits resulting from Mr. Leonard's resignation from his prior employer. At the time that Entergy Corporation recruited Mr. Leonard, he had accumulated twenty-five years of seniority with his prior employer and had served as an executive officer for that employer for over ten years and in an officer-level capacity for over fifteen years.
The Committee believes that the Pension Plan, Pension Equalization Plan and System Executive Retirement Plan are an important part of the Named Executive Officers' compensation program. These plans are important in the recruitment of top talent in the competitive market, as these types of supplemental plans are typically found in companies of similar size to Entergy Corporation. These plans serve a critically important role in the retention of senior executives, as benefits from these plans generally increase for each year that these executives remain employed by an Entergy system company. The plans thereby encourage the most senior executives to remain employed within the Entergy system and continue their work on behalf of Entergy Corporation's shareholders.
The Entergy System company employer of Ms. Conley, Mr. Smith and Mr. Denault has agreed to provide service credit to each of them under either the Pension Equalization Plan or the System Executive Retirement Plan. Entergy System company employers typically offer these service credit benefits as one element of the total compensation package offered to new mid-level or senior executives that are recruited from other companies. By offering these executives "credited service," Entergy Corporation is able to compete more effectively to hire these employees by mitigating the potential loss of their pension benefits resulting from accepting employment within the Entergy system.
See the 2008 Pension Benefits table for additional information regarding the operation of the plans described under this caption.
Savings Plan
The Named Executive Officers are eligible to participate in an Entergy Corporation-sponsored Savings Plan that covers a broad group of employees. This is a tax-qualified retirement savings plan, wherein total combined before-tax and after-tax contributions may not exceed 30 percent of a participant's base salary up to certain contribution limits defined by law. In addition, under the Savings Plan, the participant's employer matches an amount equal to seventy cents for each dollar contributed by participating employees, including the Named Executive Officers, on the first six percent of their Earnings (as defined in the Savings Plan) for that pay period. Entergy Corporation maintains the Savings Plan for employees of participating Entergy System companies, including the Named Executive Officers, because it wishes to encourage employees to save some percentage of their cash compensation for their eventual retirement. The Savings Plan permits employees to make such savings in a manner that is relatively tax efficient. This type of savings plan is also a critical element in attracting and retaining talent in a competitive market.
Executive Deferred Compensation
The Named Executive Officers (other than Mr. Lewis) are eligible to defer up to 100% of the following into the Entergy Corporation-sponsored Executive Deferred Compensation Plan:
Base Salary
Executive Incentive Plan Bonus
Performance Unit Program Awards
The Named Executive Officers also are eligible to defer up to 100% of the following payments into the 2007 Equity Ownership Plan:
Executive Incentive Plan Bonus
Performance Unit Program Awards
Amounts deferred under the Executive Deferred Compensation Plan and 2007 Equity Ownership Plan are subject to limitations prescribed by law and the respective plan.
	Additionally, Mr. Leonard currently has deferred account balances under a frozen Defined Contribution Restoration Plan. These amounts are deemed invested in the options available under this Defined Contribution Restoration Plan. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Internal Revenue Code.
All deferral amounts represent an unfunded liability of the employer. Amounts deferred into the 2007 Equity Ownership Plan are deemed invested in phantom shares of Entergy Corporation common stock. Amounts deferred under the Executive Deferred Compensation Plan are deemed invested in one or more of the investment options (generally mutual funds) offered under the Savings Plan. Within the Executive Deferred Compensation Plan, the Named Executive Officer may move funds from one deemed investment option to another. In accordance with transition rules under Internal Revenue Code Section 409A, in 2008, the Named Executive Officers were provided the opportunity to accelerate the distribution of funds from their deferral accounts. All of the Named Executive Officers who maintained deferral accounts under the Executive Deferred Compensation Plan, the Equity Ownership Plan and the Defined Contribution Restoration Plan, except Mr. Leonard, elected to accelerate distribution of all amounts from their deferral accounts into January 2009.
The employer does not "match" amounts that are deferred by employees pursuant to the Executive Deferred Compensation Plan or 2007 Equity Ownership Plan. With the exception of allowing for the deferral of federal and state taxes, Entergy Corporation provides no additional benefit to the Named Executive Officer for deferring any of the above payments. Any increase in value of the deferred amounts results solely from the increase in value of the investment options selected (phantom Entergy Corporation common stock or mutual fund available under the Savings Plan). Deferred amounts are credited with earnings or losses based on the rate of return of deemed investment options or Entergy Corporation common stock, as selected by the participants.
Entergy Corporation provides this benefit because the Committee believes it is standard market practice to permit officers to defer the cash portion of their compensation. The Executive Deferred Compensation Plan and 2007 Equity Ownership Plan permit them to do this while also receiving gains or losses on deemed investments, as described above. Entergy Corporation believes that providing this benefit is important as a retention and recruitment tool as many, if not all, of the companies with which Entergy Corporation and the Subsidiaries compete for executive talent provide a similar arrangement to their senior employees.
Health & Welfare Benefits
The Named Executive Officers are eligible to participate in various health and welfare benefits available to a broad group of employees. These benefits include medical, dental and vision coverage, life and accidental death & dismemberment insurance and long-term disability insurance. Eligibility, coverage levels, potential employee contributions and other plan design features are the same for the Named Executive Officers as for the broad employee population.
Executive Long
-Term Disability Program
All executive officers, including the Named Executive Officers, are eligible to participate in the Entergy Corporation-sponsored Executive Long-Term Disability program. Individuals who elect to participate in this plan and become disabled under the terms of the plan are eligible for 65 percent of the difference between their base salary and $275,000 (i.e. the base salary that produces the maximum $15,000 monthly disability payment under the Entergy Corporation's general long-term disability plan).
Perquisites
Entergy Corporation provides the Named Executive Officers with certain perquisites and other personal benefits as part of providing a competitive executive compensation program and for employee retention. However, perquisites are not a material part of the compensation program for the Named Executive Officers. In 2008, Entergy Corporation offered to the Named Executive Officers (other than Mr. Lewis) limited benefits such as the following: corporate aircraft usage, personal financial counseling, club dues and annual physical exams (which are mandatory for Entergy's named executive officers). For security and business reasons, Entergy Corporation permits its Chief Executive Officer to use its corporate aircraft at Entergy Corporation expense for personal use. The other Named Executive Officers may use corporate aircraft for personal travel subject to the approval of Entergy Corporation's Chief Executive Officer. The Personnel Committee reviews all perquisites, including the use of corporate aircraft, on an annual basis. For additional information regarding perquisites, see the "All Other Compensation" column in the Summary Compensation table.
Retention Agreements and other Compensation Arrangements
The Committee believes that retention and transitional compensation arrangements are an important part of overall compensation. The Committee believes that these arrangements help to secure the continued employment and dedication of the Named Executive Officers, notwithstanding any concern that they might have at the time of a change in control regarding their own continued employment. In addition, the Committee believes that these arrangements are important as recruitment and retention devices, as all or nearly all of the companies with which Entergy Corporation and the Subsidiaries compete for executive talent have similar arrangements in place for their senior employees.
To achieve these objectives, Entergy Corporation has established a System Executive Continuity Plan under which each of the Named Executive Officers (other than Mr. Lewis) is entitled to receive "change of control" payments and benefits if such officer's employment is involuntarily terminated for similar qualifying events or circumstances. Based on the market data provided by its independent compensation consultant, the Committee believes the benefits and payment levels under the System Executive Continuity Plan are consistent with market practices.
In certain cases, the Committee may approve the execution of a retention agreement with an individual executive officer. These decisions are made on a case by case basis to reflect specific retention needs or other factors, including market practice. If a retention agreement is entered into with an individual officer, the Committee considers the economic value associated with that agreement in making overall compensation decisions for the affected officer. Entergy Corporation has voluntarily adopted a policy that any severance arrangements providing benefits in excess of 2.99 times an officer's annual base salary and bonus must be approved by its shareholders.
At present, Entergy Corporation has entered into a retention agreement only with two of the Named Executive Officers, Mr. Leonard and Mr. Denault. In general, these retention agreements provide for "change in control" payments and other benefits in lieu of to those provided under the System Executive Continuity Plan. The retention agreements entered into with Mr. Leonard and Mr. Denault reflect, among other things, the competition for chief executive officer and chief financial officer talent in the market place and the Committee's assessment of the critical role of these officers in executing Entergy Corporation's long-term financial and other strategic objectives. Based on the market data provided by its independent compensation consultant, the Committee believes the benefits and payment levels under these retention agreements are consistent with market practices.
Until her resignation as CEO-Entergy Mississippi, Ms. Shanks had an employment agreement which provided for her continued employment through 2011, an arrangement for her to become a special project coordinator for Entergy Mississippi or any other Entergy system company and change-in-control payments. This agreement was terminated in April 2008 when Ms. Shanks resigned as CEO-Entergy Mississippi.
For additional information regarding the System Executive Continuity Plan and Mr. Leonard's and Mr. Denault's retention agreement described above, see "Potential Payments upon Termination or Change in Control."
Compensation Program Administration
Role of Personnel Committee
The Personnel Committee has overall responsibility for approving the compensation program for the Named Executive Officers and makes all final compensation decisions regarding Entergy Corporation's named executive officers. The Personnel Committee is responsible for, among its other duties, the following actions related to Entergy Corporation's named executive officers:
developing and implementing compensation policies and programs for the executive officers, including any employment agreement with an executive officer;
evaluating the performance of Entergy Corporation's Chairman and Chief Executive Officer; and
reporting, at least annually, to the Board on succession planning, including succession planning for Entergy Corporation's Chief Executive Officer.
The Personnel Committee has authorized, in limited circumstances, the delegation of its authority to grant stock options under Entergy plans to Entergy Corporation's Chairman and Chief Executive Officer and Senior Vice President of Human Resources subject to the following conditions:
No grant may exceed an aggregate value of $1 million per grantee;
All awards must be issued in accordance with the terms of Entergy Corporation's plans, including the requirement that all options be issued for an exercise price not less than the fair market value of the stock on date the option is granted;
No awards may be granted to any employee of Entergy Corporation subject to Section 16 of the Securities Exchange Act of 1934; and
The Personnel Committee must be advised on at least a quarterly basis of the grants made under the exercise of this delegated authority.
Certain aspects of the compensation of officers who are not Entergy named executive officers, Mr. Bunting, Ms. Conley, Mr. Domino, Mr. Fisackerly, Mr. McDonald, Ms. Shanks and Mr. West are not directly determined by the Personnel Committee. While the Committee does determine the number of performance units to be granted to these Named Executive Officers, the Committee does not determine the actual annual incentive target for these Named Executive Officers. Rather, the Committee establishes an overall available annual incentive pool for these officers and establishes the specific goal targets and ranges, the officers' respective supervisor determines the actual incentive payment, in each case subject to the ultimate approval of Entergy's Chief Executive Officer. Further, Entergy's Chief Executive Officer and the officer's supervisor have ultimate responsibility for adjusting the salary of these Named Executive Officers as deemed appropriate. The officer's supervisor and Entergy's Chief Executive Officer also determine how many stock option awards are to be allocated to the Named Executive Officers from an available pool established by the Personnel Committee for similarly situated officers, though the Personnel Committee ultimately approves the options granted.
Role of Chief Executive Officer
The Personnel Committee solicits recommendations from Mr. Leonard, Entergy Corporation's Chief Executive Officer, with respect to compensation decisions for Mr. Denault and Mr. Smith. Mr. Leonard's role is limited to:
providing the Committee with an assessment of the performance of Mr. Denault and Mr. Smith; and
recommending base salary, annual merit increases, stock option and annual cash incentive plan compensation amounts for these officers.
In addition, the Committee may request that Mr. Leonard provide management feedback and recommendations on changes in the design of compensation programs, such as special retention plans or changes in structure of bonus programs. Mr. Leonard does not play any role with respect to any matter affecting his own compensation nor does he have any role determining or recommending the amount, or form, of director compensation.
As noted above, under "Role of Personnel Committee," Mr. Leonard also plays a role in determining the Subsidiary Named Executive Officers' base salary, their annual incentive target and the number of stock options they receive.
Mr. Leonard may attend committee meetings of the Personnel Committee only at the invitation of the chair of the Personnel Committee and cannot call a meeting of the Committee. However, he is not in attendance at any meeting when the Committee determines and approves the compensation to be paid to the Named Executive Officers. Since he is not a member of the Committee, he has no vote on matters submitted to the Committee. During 2008, Mr. Leonard attended 5 meetings of the Personnel Committee.
In 2008, the Committee's compensation consultant met at the request of the Personnel Committee with Mr. Leonard to review market trends in executive and management compensation and to discuss Entergy Corporation and its Subsidiaries' overall compensation philosophy, such as the optimum balance between base and incentive compensation. In addition, the Committee requested that its independent compensation consultant interview Mr. Leonard to obtain management feedback on the impact of compensation programs on employees and information regarding the roles and responsibilities of the Named Executive Officers.
Role of the Compensation Consultant
In discharging its duties, the Personnel Committee has retained Towers Perrin as its independent compensation consultant to assist it, among other things, in evaluating different compensation programs and developing market data to assess the compensation programs. Under the terms of its engagement, Towers Perrin reports directly to the Personnel Committee, which has the right to retain or dismiss the consultant without the consent of Entergy Corporation's management. In addition, Towers Perrin is required to seek and receive the prior written consent of the Personnel Committee before accepting any material engagements from Entergy Corporation or its subsidiaries.
In considering the appointment of Towers Perrin, the Personnel Committee took into account that Towers Perrin provides from time to time general consulting services to Entergy Corporation's management with respect to non-executive compensation matters. In this connection the Committee reviewed the fees and compensation received by Towers Perrin for these services over a historical period. After considering the nature and scope of these engagements and the fee arrangements involved, the Personnel Committee determined that the engagements did not create a conflict of interest. The Committee reviews on an ongoing basis the fees and compensation received by Towers Perrin for non-executive compensation matters on an annual basis to monitor its independence.
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code limits the tax deductibility by a publicly held corporation of compensation in excess of $1 million paid to a Chief Executive Officer or any of its other Named Executive Officers (other than the Chief Financial Officer), unless that compensation is "performance-based compensation" within the meaning of Section 162(m). The Personnel Committee considers deductibility under Section 162(m) as it structures the compensation packages that are provided to Entergy's Named Executive Officers. However, the Personnel Committee and the Board believe that it is in the best interest of Entergy Corporation that the Personnel Committee retains the flexibility and discretion to make compensation awards, whether or not deductible. This flexibility is necessary to foster achievement of performance goals established by the Personnel Committee as well as other corporate goals that the Committee deems important to Entergy Corporation and the Subsidiaries' success, such as encouraging employee retention and rewarding achievement.
Likewise, the Personnel Committee considers financial accounting consequences as it structures the compensation packages that are provided to Entergy's Named Executive Officers. However, the Personnel Committee and the Entergy Board of Directors believe that it is in the best interest of Entergy that the Personnel Committee retains the flexibility and discretion to make compensation awards regardless of their financial accounting consequences.
PERSONNEL COMMITTEE REPORT
	The "Personnel Committee Report" included in the Entergy Corporation Proxy Statement is incorporated by reference, but will not be deemed to be "filed" in this Annual Report on Form 10-K. None of the Subsidiaries has a compensation committee, or other board committee performing equivalent functions. The board of directors of each of the Subsidiaries is comprised of individuals who are officers or employees of Entergy Corporation or one of the Subsidiaries. These boards do not make determinations regarding the compensation paid to executive officers of the Subsidiaries.
Summary Compensation Table
The following table summarizes the total compensation paid or earned by each of the Named Executive Officers for the fiscal years ended December 31, 2008, 2007 and 2006. For information on the principal positions held by each of the Named Executive Officers, see Item 10, "Directors and Executive Officers of the Registrants." The compensation set forth in the table represents the aggregate compensation paid by all Entergy System companies. Except for an agreement with Ms. Shanks that was in effect until her resignation as CEO-Entergy Mississippi, none of the Entergy System companies has entered into any employment agreements with any of the Named Executive Officers (other than the retention agreements described in "Potential Payments upon Termination or Change in Control"). For a description of Ms. Shanks' agreement, see the "Retention and Employment Agreements" section of the "Compensation Discussion and Analysis." For additional information regarding the material terms of the awards reported in the following tables, including a general description of the formula or criteria to be applied in determining the amounts payable, see "Compensation Discussion and Analysis."
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Name and
Principal Position
Year
Salary
(1)
Bonus
Stock Awards
(2)
Option
Awards
(3)
Non-Equity
Incentive
Plan
Compensation
(4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(5)
All
Other
Compensation
(6)
Total
Theodore H. Bunting, Jr.
$336,948
$ -
$249,289
$153,614
$400,023
$225,000
$36,771
$1,401,645
Acting principal financial
officer - Entergy Arkansas,
Entergy Gulf States Louisiana,
Entergy Louisiana, Entergy
Mississippi, Entergy New
Orleans, Entergy Texas
E. Renae Conley
$403,096
$ -
$411,312
$153,234
$415,000
$107,700
$44,055
$1,534,397
CEO-Entergy Louisiana and
$388,250
$ -
$797,680
$192,599
$320,000
$276,700
$37,321
$2,012,550
CEO-Entergy Gulf States
$373,230
$ -
$500,674
$129,170
$455,000
$96,200
$17,748
$1,572,022
Louisiana
Leo P. Denault
$621,231
$ -
$1,500,178
$727,169
$617,400
$250,500
$34,152
$3,750,630
Executive Vice President and
$584,422
$ -
$1,809,008
$566,481
$516,600
$535,000
$35,827
$4,047,338
CFO - Entergy Corp.
$538,493
$ -
$1,059,332
$344,099
$722,358
$1,212,300
$35,565
$3,912,147
Joseph F. Domino
$314,610
$ -
$258,691
$123,520
$230,000
$92,800
$41,592
$1,061,213
CEO - Entergy Texas
$304,122
$ -
$382,066
$115,076
$135,000
$515,900
$42,129
$1,494,293
$293,951
$71,625
$245,013
$75,216
$297,000
$73,700
$37,723
$1,094,228
Haley R. Fisackerly
$248,346
$41,000
$47,857
$39,647
$125,700
$143,500
$14,531
$660,581
CEO - Entergy Mississippi
J. Wayne Leonard
$1,273,523
$ -
$6,882,841
$2,902,428
$2,169,720
$313,200
$111,491
$13,653,203
Chairman of the Board and
$1,216,443
$ -
$15,727,171
$2,468,256
$1,815,480
$4,879,200
$80,960
$26,187,510
CEO - Entergy Corp.
$1,168,577
$ -
$7,429,048
$1,622,682
$2,235,870
$2,250,100
$55,663
$14,761,940
Jay A. Lewis
$211,746
$ -
$ -
$10,035
$128,505
$23,800
$37,281
$411,367
Vice President, CFO -
$203,823
$ -
$ -
$10,854
$105,156
$28,000
$8,838
$356,671
Entergy Arkansas, Entergy
$193,122
$ -
$ -
$11,163
$120,050
$17,600
$8,366
$350,301
Gulf States Louisiana, Entergy
Louisiana, Entergy
Mississippi, Entergy New
Orleans, Entergy Texas
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Name and
Principal Position
Year
Salary
(1)
Bonus
Stock Awards
(2)
Option
Awards
(3)
Non-Equity
Incentive
Plan
Compensation
(4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(5)
All
Other
Compensation
(6)
Total
Hugh T. McDonald
$319,286
$ -
$190,933
$123,520
$160,500
$42,700
$53,549
$890,488
CEO-Entergy Arkansas
$309,088
$ -
$382,066
$115,076
$120,000
$182,800
$41,891
$1,150,921
$298,870
$ -
$245,013
$75,216
$204,000
$70,600
$42,355
$936,054
Carolyn C. Shanks
$308,270
$ -
$173,400
$123,520
$229,134
$36,300
$37,584
$908,208
Former CEO-Entergy
$304,314
$ -
$429,468
$115,076
$135,000
$165,800
$36,987
$1,186,645
Mississippi
$294,039
$71,500
$310,805
$75,216
$260,000
$58,700
$36,123
$1,106,383
Richard J. Smith
$638,394
$ -
$1,027,468
$654,730
$632,100
$391,400
$104,575
$3,448,667
President and Chief Operating
$599,612
$ -
$1,809,008
$590,666
$535,886
$743,700
$60,627
$4,339,499
Officer - Entergy Corp.
$536,650
$ -
$1,084,755
$414,959
$718,918
$183,800
$67,338
$3,006,420
Roderick K. West
$300,474
$ -
$140,022
$108,541
$252,000
$164,200
$40,250
$1,005,487
CEO-Entergy New Orleans
$270,752
$ -
$232,311
$69,631
$155,000
$16,800
$36,611
$781,105
$195,423
$ -
$ -
$16,173
$177,000
$18,000
$15,680
$422,276
(1)
The amounts in column (c) represent the actual base salary paid to the Named Executive Officer. Changes in base salary were effective in April of the years shown and the base salary disclosed above is a combination of the two rates in effect during the year.
(2)
The amounts in column (e) represent the dollar amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (which is referred to as "SFAS l23R") of performance units granted under the Performance Unit Program of the Equity Ownership Plan. For a discussion of the relevant assumptions used in determining the amount recognized under SFAS 123R, see Note 12 to the Financial Statements.
(3)
The amounts in column (f) represent the dollar amount recognized for financial statement reporting purposes in accordance with SFAS l23R of stock options granted under the Equity Ownership Plan. For a discussion of the relevant assumptions used in determining the amount recognized under SFAS 123R, see Note 12 to the Financial Statements.
(4)
The amounts in column (g) represent cash payments made under the Executive Incentive Plan or the Management Incentive Plan in the case of Mr. Lewis.
(5)
The amounts in column (h) include the annual actuarial increase in the present value of the Named Executive Officer's benefits under all pension plans established by Entergy Corporation using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation's financial statements and includes amounts which the Named Executive Officers may not currently be entitled to receive because such amounts are not vested (see "2008 Pension Benefits"). None of the increase is attributable to above-market or preferential earnings on nonqualified deferred compensation (see "2008 Nonqualified Deferred Compensation").
(6)
The amounts set forth in column (i) for 2008 include (a) matching contributions by Entergy Corporation to each of the Named Executive Officers; (b) life insurance premiums; (c) tax gross up payments and (d) perquisites and other compensation. The amounts are listed in the following table:
Named Executive Officer
Company Contribution - Savings Plan
Life Insurance Premium
Tax Gross Up Payments
Perquisites and Other Compensation
Total
Theodore H. Bunting, Jr.
	$9,660
	$3,541
	$5,550
	$18,020
	$36,771
Renae E. Conley
	$9,660
	$4,002
	$10,181
	$20,212
	$44,055
Leo P. Denault
	$9,660
	$2,610
	$8,636
	$13,246
	$34,152
Joseph F. Domino
	$9,660
	$5,764
	$8,601
	$17,567
	$41,592
Haley R. Fisackerly
	$9,439
	$234
	$2,256
	$2,602
	$14,531
J. Wayne Leonard
	$9,660
	$7,482
	$22,810
	$71,539
	$111,491
Jay A. Lewis
	$8,893
	$292
	$9,394
	$18,702
	$37,281
Hugh T. McDonald
	$9,660
	$3,387
	$17,598
	$22,904
	$53,549
Carolyn C. Shanks
	$9,660
	$1,043
	$11,142
	$15,739
	$37,584
Richard J. Smith
	$9,660
	$3,042
	$24,407
	$67,466
	$104,575
Roderick K. West
	$9,592
	$664
	$12,521
	$17,473
	$40,250
Perquisites and Other Compensation
The amounts set forth in column (i) include perquisites and other personal benefits that Entergy Corporation provides to the Named Executive Officers as part of providing a competitive executive compensation program and for employee retention. The following perquisites and other compensation were provided by Entergy Corporation in 2008 to the Named Executive Officers:
Named Executive Officer
Financial Counseling
Club Dues
Personal Use of Corporate Aircraft
Relocation
Executive Physicals
Theodore H. Bunting, Jr.
x
x
E. Renae Conley
x
x
Leo P. Denault
x
x
Joseph F. Domino
x
x
x
Haley R. Fisackerly
x
x
J. Wayne Leonard
x
x
x
Jay A. Lewis
x
Hugh T. McDonald
x
x
Carolyn C. Shanks
x
x
Richard J. Smith
x
x
x
x
Roderick K West
x
x
x
For security and business reasons, Entergy Corporation permits Mr. Leonard to use its corporate aircraft for personal use at the expense of Entergy Corporation. The other Named Executive Officers may use the corporate aircraft for personal travel subject to the approval of Entergy Corporation's Chief Executive Officer. The aggregate incremental aircraft usage cost associated with Mr. Leonard's personal use of the corporate aircraft, including the costs associated with travel to outside board meetings, was $44,523 for fiscal year 2008. The aggregate incremental aircraft usage cost for Mr. Smith's personal use was $28,922 for fiscal year 2008. These amounts are reflected in column (i) and the total above. The incremental cost to Entergy Corporation for use of the corporate aircraft is based on the variable operational costs of each flight, including fuel, maintenance, flight crew travel expense, catering, communications and fees, including flight planning, ground handling and landing permits.
None of the other individual perquisites items exceeded $25,000 for any of the Named Executive Officers.
2008 Grants of Plan-Based Awards
	The following table summarizes award grants during 2008 to the Named Executive Officers.
(1)
The amounts in columns (c), (d) and (e) represent minimum, target and maximum payment levels under the Executive Incentive Plan or the Management Incentive Plan, in the case of Mr. Lewis. The actual amounts awarded are reported in column (g) of the Summary Compensation Table.
(2)
The amounts in columns (f), (g) and (h) represent the minimum, target and maximum payment levels under the Performance Unit Program. Performance under the program is measured by Entergy Corporation's total shareholder return relative to the total shareholder returns of the companies included in the Philadelphia Utilities Index. If Entergy Corporation's total shareholder return is not at least 25% of that for the Philadelphia Utilities Index, there is no payout. Subject to achievement of performance targets, each unit will be converted into the cash equivalent of one share of Entergy Corporation's common stock on the last day of the performance period (December 31, 2010).
(3)
In January 2008, the Personnel Committee granted Mr. Denault 24,000 restricted units. The restricted units vest in three equal installments of 8,000 shares on January 25, 2011, 2012 and 2013. In April 2008, the Personnel Committee granted Mr. West 15,000 restricted units. Mr. West's restricted units will vest on April 8, 2013.
(4)
The amounts in column (j) represent options to purchase shares of Entergy Corporation's common stock. The options vest one-third on each of the first through third anniversaries of the grant date. The options have a ten-year term from the date of grant. The options were granted under the 2007 Equity Ownership Plan.
(5)
The amounts included in column (l) are valued based on the aggregate grant date fair value of the award determined pursuant to SFAS 123R. See Note 12 to the Financial Statements for a discussion of the relevant assumptions used in calculating the grant date fair value pursuant to SFAS 123R.
2008 Outstanding Equity Awards at Fiscal Year-End
	The following table summarizes unexercised options, stock that has not vested and equity incentive plan awards for each Named Executive Officer outstanding as of the end of 2008.
(1)
Consists of options that will vest as follows: 1/3 of the options granted vest on each of 1/24/2009, 1/24/2010 and 1/24/2011.
(2)
Consists of options that will vest as follows: 1/2 of the unexercisable options vest on each of 1/25/2009 and 1/25/2010.
(3)
The remaining unexercisable options will vest on 1/26/2009.
(4)
Consists of performance units that will vest on December 31, 2010 only if, and to the extent that, Entergy Corporation satisfies performance conditions as described under "Long-Term Compensation - Performance Unit Program" in Compensation Discussion and Analysis.
(5)
Consists of performance units that will vest on December 31, 2009 only if, and to the extent that, Entergy Corporation satisfies performance conditions as described under "Long-Term Compensation - Performance Unit Program" in Compensation Discussion and Analysis.
(6)
Consists of restricted units granted under the 2007 Equity Ownership Plan. 8,000 units will vest on each of January 25, 2011, 2012 and 2013.
(7)
Consists of restricted units granted under the Equity Ownership Plan which will vest on August 3, 2009.
(8)
Consists of restricted units granted under the Equity Ownership Plan which will vest on October 28, 2011 based on continued service with an Entergy System company employer.
(9)
Consists of restricted units granted under the 2007 Equity Ownership Plan which will vest on April 8, 2013.
2008 Option Exercises and Stock Vested
The following table provides information concerning each exercise of stock options and each vesting of stock during 2008 for the Named Executive Officers.
(1)
Represents the vesting of performance units for the 2006 - 2008 performance period (payable solely in cash based on the closing stock price of Entergy Corporation on the date of vesting) under the Performance Unit Program.
(2)
Amount includes the August 3, 2008 cash settlement of 50,000 restricted units granted under the 2007 Equity Ownership Plan.
2008 Pension Benefits
	9;
The following table shows the present value as of December 31, 2008, of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each Named Executive Officer, under the retirement plans sponsored by Entergy Corporation, determined using interest rate and mortality rate assumptions consistent with those used in Entergy Corporation's financial statements. Information regarding these retirement plans is included in Compensation Discussion & Analysis under the heading, "Benefits, Perquisites, Agreements and Post-Retirement Plans - Pension Plan, Pension Equalization Plan, and System Executive Retirement Plan." In addition, this section includes information regarding early retirement options under the plans.
Name
Plan
Name
Number
of Years
Credited
Service
Present
Value of
Accumulated
Benefit
Payments
During
Theodore H. Bunting, Jr. (1)
Non-qualified System
Executive Retirement Plan
20.86
$1,023,000
$ -
Qualified defined
benefit plan
20.11
$241,100
$ -
E. Renae Conley (2)
Non-qualified Pension
Equalization Plan
26.35
$974,700
$ -
Qualified defined
benefit plan
9.83
$142,300
$ -
Leo P. Denault (3)
Non-qualified System
Executive Retirement Plan
24.83
$2,446,700
$ -
Qualified defined
benefit plan
9.83
$111,300
$ -
Joseph F. Domino (1)
Non-qualified System
Executive Retirement Plan
38.56
$1,474,700
$ -
Qualified defined
benefit plan
35.13
$815,800
$ -
Haley R. Fisackerly
Non-qualified System
Executive Retirement Plan
13.08
$159,700
$ -
Qualified defined
benefit plan
13.08
$105,700
$ -
J. Wayne Leonard (4)
Non-qualified supplemental
retirement plan benefit
10.68
$23,892,800
$ -
Qualified defined
benefit plan
10.68
$217,200
$ -
Jay A. Lewis
Non-qualified Pension
Equalization Plan
9.62
$33,300
$ -
Qualified defined
benefit plan
9.62
$97,200
$ -
Hugh T. McDonald (1)
Non-qualified System
Executive Retirement Plan
26.93
$763,800
$ -
Qualified defined
benefit plan
25.44
$313,800
$ -
Carolyn C. Shanks (1)
Non-qualified System
Executive Retirement Plan
25.58
$693,500
$ -
Qualified defined
benefit plan
22.17
$244,300
$ -
Richard J. Smith (5)
Non-qualified Pension
Equalization Plan
32.25
$3,006,900
$ -
Qualified defined
benefit plan
9.33
$180,200
$ -
Roderick K. West
Non-qualified System
Executive Retirement Plan
9.75
$174,200
$ -
Qualified defined
benefit plan
9.75
$59,800
$ -
(1)
Service under the non-qualified System Executive Retirement Plan is granted from date of hire. Qualified plan benefit service is granted from the later of date of hire or plan participation date.
(2)
Ms. Conley entered into an agreement granting 16.52 additional years of service under the non-qualified Pension Equalization Plan increasing the present value of the accumulated benefit by $19,900 over the benefit she would receive under the non-qualified System Executive Retirement Plan.
(3)
During 2006, Mr. Denault entered into an agreement granting an additional 15 years of service under the non-qualified System Executive Retirement Plan if he continues to work for an Entergy System company employer until age 55. The additional 15 years of service increases the present value of his benefit by $1,192,900.
(4)
Pursuant to his retention agreement, Mr. Leonard is entitled to a non-qualified supplemental retirement benefit in lieu of participation in Entergy Corporation's non-qualified supplemental retirement plans such as the System Executive Retirement Plan or the Pension Equalization Plan. Mr. Leonard may separate from employment without a reduction in his non-qualified supplemental retirement benefit.
(5)
Mr. Smith entered into an agreement granting 22.92 additional years of service under the non-qualified Pension Equalization Plan providing an additional $953,700 above the accumulated benefit he would receive under the non-qualified System Executive Retirement Plan.
Qualified Retirement Benefits
The qualified retirement plan is a funded defined benefit pension plan that provides benefits to most of the non-bargaining unit employees of Entergy System companies. All Named Executive Officers are participants in this plan. The pension plan provides a monthly benefit payable for the participant's lifetime beginning at age 65 and equal to 1.5% of the participant's five-year average monthly eligible earnings times such participant's years of service. Participants are 100% vested in their benefit upon completing 5 years of vesting service.
Normal retirement under the plan is age 65. Employees who terminate employment prior to age 55 may receive a reduced deferred vested retirement benefit payable as early as age 55 that is actuarially equivalent to the normal retirement benefit (i.e., reduced by 7% per year for the first 5 years preceding age 65, and reduced by 6% for each additional year thereafter). Employees who are at least age 55 with 10 years of vesting service upon termination from employment are entitled to a subsidized early retirement benefit beginning as early as age 55. The subsidized early retirement benefit is equal to the normal retirement benefit reduced by 2% per year for each year that early retirement precedes age 65.
Mr. Domino and Mr. Leonard are eligible for subsidized early retirement benefits.
Nonqualified Retirement Benefits
The Named Executive Officers are eligible to participate in certain nonqualified retirement benefit plans that provide retirement income, including the Pension Equalization Plan and the System Executive Retirement Plan. Each of these plans is an unfunded nonqualified defined benefit pension plan that provides benefits to key management employees. In these plans, each described below and in Compensation Discussion and Analysis, an executive is typically enrolled in one or more plans but only paid the amount due under the plan that provides the highest benefit. In general, upon disability, participants in the Pension Equalization Plan and the System Executive Retirement Plan remain eligible for continued service credits until recovery or retirement. Generally, spouses of participants who die before commencement of benefits may be eligible for a portion of the participant's accrued benefit.
The Pension Equalization Plan
All of the Named Executive Officers (with the exception of Mr. Leonard) are participants in the Pension Equalization Plan. The benefit provisions are substantially the same as the qualified retirement plan but provide two additional benefits: (a) "restorative benefits" intended to offset limitations on certain earnings that may be considered in connection with the qualified retirement plan and (b) supplemental credited service (if granted to an individual participant). The benefits under this plan are offset by benefits payable from the qualified retirement plan and may be offset by prior employer benefits. Participants receive their Pension Equalization Plan benefit in the form of a single sum distribution.
The Pension Equalization Plan benefit attributable to supplemental credited service is not vested until age 65. Subject to the approval of the Entergy System company employer, an employee who terminates employment prior to age 65 may be vested in his or her benefit, with payment of the lump sum benefit generally at separation from service unless delayed six months under Internal Revenue Code Section 409A. Benefits payable prior to age 65 are subject to the same reductions as qualified plan benefits.
The System Executive Retirement Plan
All Named Executive Officers (except Mr. Leonard and Mr. Lewis) are participants in the System Executive Retirement Plan. The System Executive Retirement Plan provides for a single sum payment at age 65, as further described in Compensation Discussion and Analysis. The System Executive Retirement Plan benefit is not vested until age 65. Subject to the approval of the Entergy System company employer, an employee who terminates his or her employment prior to age 65 may be vested in the System Executive Retirement Plan benefit, with payment of the lump sum benefit generally at separation from service unless delayed six months under Internal Revenue Code Section 409A. Benefits payable prior to age 65 are subject to the same reductions as qualified plan benefits. Further, in the event of a change in control, participants whose employment is terminated without "Cause" or for "Good Reason," as defined in the Plan are also eligible for a subsidized lump sum benefit payment, even if they do not currently meet the age or service requirements for early retirement under that plan or have company permission to separate from employment. Such lump sum benefit is payable generally at separation from service unless delayed 6 months under Internal Revenue Code Section 409A.
Mr. Leonard's Nonqualified Supplemental Retirement Benefit
Mr. Leonard's retention agreement provides that if his employment with the Company is terminated for any reason other than for cause (as defined below under "Potential Payments Upon Termination or Change in Control"), he will be entitled to a non-qualified supplemental retirement benefit in lieu of participation in Entergy Corporation's non-qualified supplemental retirement plans such as the System Executive Retirement Plan or the Pension Equalization Plan. Mr. Leonard's non-qualified supplemental retirement benefit is calculated as a single life annuity equal to 60% of his final three-year average compensation (as described in the description of the System Executive Retirement Plan), reduced to account for benefits payable to Mr. Leonard under Entergy Corporation's and a former employer's qualified pension plans. The benefit is payable in a single lump sum. Because Mr. Leonard has already attained the age of 55, he is currently entitled under his retention agreement to his non-qualified supplemental retirement benefit if he were to leave Entergy System company employment other than as the result of a termination for cause.
Additional Information
For a description of the material terms and conditions of payments and benefits available under the retirement plans, including each plan's normal retirement payment and benefit, benefit formula and eligibility standards, specific elements of compensation included in applying the payment and benefit formula, and Entergy Corporation's policies with regard to granting extra years of credited service, see "Compensation Discussion and Analysis -- Benefits, Perquisites, Agreements and Post-Termination Plans -- Pension Plan, Pension Equalization Plan and System Executive Retirement Plan." For a discussion of the relevant assumptions used in valuing these liabilities, see Note 11 to the Financial Statements.
2008 Nonqualified Deferred Compensation
	The following tables provide information regarding the Executive Deferred Compensation Plan, the Amended and Restated 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (the 1998 Equity Ownership Plan) and the 2007 Equity Ownership Plan, which allow for the deferral of compensation for the Named Executive Officers.
For additional information, see "Benefits, Perquisites, Agreements and Post-Termination Plans - Executive Deferred Compensation" in Compensation Discussion and Analysis. All Named Executive Officers, except Mr. Lewis, are eligible to participate in the deferral programs.
Additionally, some of the Named Executive Officers have deferred account balances under a frozen Defined Contribution Restoration Plan. These amounts are deemed invested in the options available under this Defined Contribution Restoration Plan. The Defined Contribution Restoration Plan, until it was frozen in 2005, credited eligible employees' deferral accounts with employer contributions to the extent contributions under the qualified savings plan in which the employee participated were subject to limitations imposed by the Internal Revenue Code.
	All deferrals are credited to the applicable Entergy System company employer's non-funded liability account. Depending on the plan under which the deferral is made, the Named Executive Officers may elect investment in either phantom Entergy Corporation common stock or one or more of several investment options available under the Savings Plan. Within limitations of the program, participating Named Executive Officers may move funds from one deemed investment option to another. The participating Named Executive Officers do not have the ability to withdraw funds from the deemed investment accounts except within the terms provided in their deferral elections. Within the limitations prescribed by law as well as the program, participating Named Executive Officers have the option to make a successive deferral of these funds. Assuming a Named Executive Officer does not elect a successive deferral, the Entergy System company employer of the participant is obligated to pay the amount credited to the participant's account at the earlier of deferral receipt date or separation from service. These payments are paid out of the general assets of the employer and are payable in a lump sum.
	FICA and Medicare taxes are paid on all deferred amounts prior to their deferral. Applicable federal and state taxes are paid at the time the deferred amounts are paid to the participant. Employees are not eligible for a "match" of amounts that are deferred by them pursuant to the deferred compensation programs. With the exception of allowing for the deferral of federal and state taxes, the Entergy System company employer provides no additional benefit to the Named Executive Officers in connection with amounts deferred under the Executive Deferred Compensation Plan. The deemed investment options available to participating Named Executive Officers are limited to certain deemed investment options available to all non-officer employees under the Savings Plan. Deferred amounts are deemed credited with earnings or losses based on the rate of return of deemed investment options (under the Executive Deferred Compensation Plan) or Entergy Corporation common stock (under the Equity Ownership Plan or 2007 Equity Plan). In 2006, the Personnel Committee approved a number of recommendations to simplify the deferral programs and reduce the number of options available to the Named Executive Officers.
Executive Deferred Compensation Plan
Name
(a)
Executive
Contributions in
(b)
Registrant
Contributions in
(c)
Aggregate
Earnings in
2008 (1)
(d)
Aggregate
Withdrawals/
Distributions
(e)
Aggregate
Balance at
December 31,
2008 (2)
(f)
E. Renae Conley
$ -
$ -
($141,833)
$ -
$567,800
Leo P. Denault
$ -
$ -
$277
($801,992)
$ -
Joseph F. Domino
$ -
$ -
$11,102
($540,024)
$239,727
J. Wayne Leonard
$ -
$ -
$16,774
($125,878)
$370,863
Hugh T. McDonald
$ -
$ -
$51,295
($586,544)
$1,210,987
Carolyn C. Shanks
$ -
$ -
($84,779)
($365,105)
$155,325
Richard J. Smith
$ -
$ -
($79,904)
($1,239,421)
$837,494
(1)
Amounts in this column are not included in the Summary Compensation Table.
(2)
Amounts in column (f) that have previously been reported in the Summary Compensation Table are as follows: Mr. Leonard, $182,602; Mr. McDonald, $318,542; and Mr. Smith, $359,459.
Equity Ownership Plan
Name
(a)
Executive
Contributions in
(b)
Registrant
Contributions in
(c)
Aggregate
Earnings in
2008 (1)
(d)
Aggregate
Withdrawals/
Distributions
(e)
Aggregate
Balance at
December 31,
(f)
E. Renae Conley
$ -
$ -
($417,130)
$ -
$1,054,715
Leo P. Denault
$ -
$ -
($25,880)
($2,928,928)
$ -
J. Wayne Leonard
$ -
$ -
($3,712,799)
($6,267,147)
$9,247,806
Hugh T. McDonald
$ -
$ -
($611,196)
($1,203,971)
$1,518,515
Carolyn C. Shanks
$ -
$ -
($3,354)
($379,555)
$ -
Richard J. Smith
$ -
$ -
($56,063)
($6,344,960)
$ -
(1)
Amounts in this column are not included in the Summary Compensation Table.
Defined Contribution Restoration Plan
Name
(a)
Executive
Contributions in
(b)
Registrant
Contributions in
(c)
Aggregate
Earnings in
2008 (1)
(d)
Aggregate
Withdrawals/
Distributions
(e)
Aggregate
Balance at
December 31,
(f)
Theodore H. Bunting, Jr.
$ -
$ -
($4,227)
$ -
$10,687
E. Renae Conley
$ -
$ -
($33,547)
$ -
$84,823
Leo P. Denault
$ -
$ -
($24,785)
$ -
$62,670
Joseph F. Domino
$ -
$ -
($12,860)
$ -
$32,472
J. Wayne Leonard
$ -
$ -
($89,834)
$ -
$227,145
Hugh T. McDonald
$ -
$ -
($9,492)
$ -
$24,000
Carolyn C. Shanks
$ -
$ -
($9,670)
$ -
$24,452
Richard J. Smith
$ -
$ -
($59,615)
$ -
$150,735
(1)
Amounts in this column are not included in the Summary Compensation Table.
Potential Payments upon Termination or Change in Control
Estimated Payments
	The tables below reflect the amount of compensation each named executive officer would receive upon the occurrence of the specified separation triggering events, based on available programs and specific agreements with each executive. The tables assume the separation was effective on December 31, 2008, the last business day of the last fiscal year, and the stock price of Entergy Corporation common stock is $83.13, which was the closing market price on such date.
Theodore H. Bunting, Jr
Senior Vice President, Chief Accounting Officer
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Senior Vice President, Chief Accounting Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement
(6)
Disability
Death
Change in
Control(8)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
$1,094,080
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
---
$100,199
$100,199
$150,299
$150,299
2008-2010 Performance Unit Program
---
---
---
---
$38,794
$38,794
$116,382
$116,382
Unvested Stock Options(4)
---
---
---
---
$35,600
$0(7)
$0
$35,600
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$23,730
280G Tax Gross-up
---
---
---
---
---
---
---
$1,515,985
In addition to the payments and benefits in the table, Mr. Bunting also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Mr. Bunting's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Mr. Bunting's employment were terminated "for cause," he would forfeit his System Executive Retirement Plan supplemental benefits.
In the event of a termination related to a change in control, Mr. Bunting would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to two times his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Mr. Bunting would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. Bunting's awards have been calculated as follows:
2007 - 2009 Plan - 1,808 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 1,400 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Mr. Bunting's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Bunting exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Bunting would be eligible to receive subsidized medical and dental benefits for a period up to 18 months.
As of December 31, 2008, compensation and benefits available to Mr. Bunting under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
E. Renae Conley
President and CEO, Entergy Gulf States Louisiana and Entergy Louisiana
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President & CEO, Entergy Gulf States Louisiana and Entergy Louisiana would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(6)
Disability
Death
Change in
Control(8)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
$1,304,575
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
---
$116,382
$116,382
$174,573
$174,573
2008-2010 Performance Unit Program
---
---
---
---
$38,794
$38,794
$116,382
$116,382
Unvested Stock Options(4)
---
---
---
---
$66,928
$0(7)
$0
$66,928
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$7,896
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Ms. Conley also would have been entitled to receive her vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Ms. Conley's employment were terminated under certain conditions relating to a change in control, she would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Ms. Conley's employment were terminated "for cause," she would forfeit her supplemental credited service and System Executive Retirement Plan supplemental benefits.
In the event of a termination related to a change in control, Ms. Conley would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to two times her base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Ms. Conley would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to her performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Ms. Conley's awards have been calculated as follows:
2007 - 2009 Plan - 2,100 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 1,400 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Ms. Conley's unvested stock options would immediately vest. In addition, she would be entitled to exercise her stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Ms. Conley exercised her options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Ms. Conley would be eligible to receive subsidized medical and dental benefits for a period up to 18 months.
As of December 31, 2008, compensation and benefits available to Ms. Conley under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008)
All performance units become vested (based on the assumption that all performance goals were achieved at target).
Leo P. Denault
Executive Vice President and Chief Financial Officer
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Executive Vice President and Chief Financial Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(8)
Disability
Death
Change in Control
(10)
Termination Related to a Change in Control
Severance Payment(2)
---
---
$3,202,290
---
---
---
---
$3,202,290
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
$374,085
---
$374,085
$374,085
$374,085
$374,085
2008-2010 Performance Unit Program
---
---
$324,207
---
$324,207
$324,207
$324,207
$324,207
Unvested Stock Options(4)
---
---
$0
---
$237,338
$0(9)
$0
$237,338
Unvested Restricted Units(5)
---
---
$1,995,120
---
$1,995,120
$1,995,120
$1,995,120
$1,995,120
COBRA Benefits(6)
---
---
$13,962
---
---
---
---
---
Medical and Dental Benefits(7)
---
---
---
---
---
---
---
$13,962
280G Tax Gross-up
---
---
---
---
---
---
---
$4,118,338
In addition to the payments and benefits in the table, Mr. Denault also would have been entitled to receive his vested pension benefits. If Mr. Denault's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits. For a description of these benefits, see "2008 Pension Benefits." In addition, Mr. Denault is subject to the following provisions:
Retention Agreement
. Mr. Denault's retention agreement provides that, unless his employment is terminated for cause, he will be granted an additional 15 years of service under the System Executive Retirement Plan if he continues to work for an Entergy System company employer until age 55. Because Mr. Denault had not reached age 55 as of December 31, 2008, he is only entitled to this supplemental credited service and System Executive Retirement Plan benefits in the event of his death or disability. System Executive Retirement Plan
. If Mr. Denault's employment were terminated for cause, he would not receive a benefit under the System Executive Retirement Plan. In the event of a termination related to a change in control, pursuant to the terms of the System Executive Retirement Plan, Mr. Denault would be eligible for subsidized retirement (but not the additional 15 years of service) upon his separation from service even if he does not then meet the age or service requirements for early retirement under the System Executive Retirement Plan or have company permission to separate from employment.
In the event of a termination related to a change in control or a termination for good reason or not for cause, Mr. Denault would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to 2.99 times his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, a termination for good reason or other than for cause, disability or death, Mr. Denault would have been entitled to receive under the terms of his retention agreement a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level. For purposes of the table, we have calculated the value of Mr. Denault's awards as follows:
2007 - 2009 Plan - 4,500 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 3,900 performance units at target, assuming a stock price of $83.13
In the event of disability or a termination related to a change in control, all of Mr. Denault's unvested stock options would immediately vest. In addition, he would be entitled to exercise any unexercised options during a ten-year term extending from the grant date of the options. Further, pursuant to Mr. Denault's retention agreement, in the event of a termination for good reason or other than for cause, all of Mr. Denault's unvested stock options granted under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007) would immediately vest. For purposes of this table, we assumed that Mr. Denault exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share.
Mr. Denault's 24,000 restricted units vest 1/3 in 2011, 1/3 in 2012 and 1/3 in 2013. Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of change in control, termination related to a change in control, a termination for good reason or other than for cause, disability or death.
Pursuant to his retention agreement, in the event of a termination by the company other than cause or disability or for good reason, Mr. Denault would be eligible to receive company-subsidized COBRA benefits for a period of 18 months.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change of control, Mr. Denault would be eligible to receive subsidized medical and dental benefits for a period up to 18 months.
As of December 31, 2008, compensation and benefits available to Mr. Denault under this scenario are substantially the same as available under a voluntary resignation.
Under the 2007 Equity Ownership Plan, in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008); and
All performance units become vested (based on the assumption that all performance goals were achieved at target)
Joseph F. Domino
President & CEO - Entergy Texas
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and CEO - Entergy TX would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(6)
Disability
Death
Change in
Control(8)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
$476,631
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
$55,420
$55,420
$55,420
$83,130
$83,130
2008-2010 Performance Unit Program
---
---
---
$19,397
$19,397
$19,397
$58,191
$58,191
Unvested Stock Options(4)
---
---
---
$35,600
$35,600
$0(7)
$0
$35,600
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$11,772
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Mr. Domino also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Mr. Domino's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Mr. Domino's employment were terminated "for cause," he would forfeit his System Executive Retirement Plan and other similar supplemental benefits.
In the event of a termination related to a change in control, Mr. Domino would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time the sum of his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Mr. Domino would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. Domino's awards was calculated as follows:
2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 700 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death, disability or retirement (as Mr. Domino is eligible for retirement), the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of retirement, disability or a termination related to a change in control, all of Mr. Domino's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Domino exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Domino would be eligible to receive subsidized medical and dental benefits for a period up to 12 months.
As of December 31, 2008, compensation and benefits available to Mr. Domino under this scenario are substantially the same as available with a voluntary resignation.
For information regarding these vested benefits, see the Pension Benefits table included in this Form 10-K.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
Haley R. Fisackerly
President & CEO - Entergy Mississippi
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and CEO - Entergy Mississippi would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement
(6)
Disability
Death
Change in
Control(8)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
$385,000
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
---
$27,710
$27,710
$41,565
$41,565
2008-2010 Performance Unit Program
---
---
---
---
$16,155
$16,155
$48,465
$48,465
Unvested Stock Options(4)
---
---
---
---
$14,240
$0(7)
$0
$14,240
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$15,820
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Mr. Fisackerly also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Mr. Fisackerly's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Mr. Fisackerly's employment were terminated "for cause," he would forfeit his System Executive Retirement Plan and other similar supplemental benefits.
In the event of a termination related to a change in control, Mr. Fisackerly would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time the sum of his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Mr. Fisackerly would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. Fisackerly's awards was calculated as follows:
2007 - 2009 Plan - 500 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 583 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Mr. Fisackerly's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Fisackerly exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Fisackerly would be eligible to receive subsidized medical and dental benefits for a period up to 12 months.
As of December 31, 2008, compensation and benefits available to Mr. Fisackerly under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
J. Wayne Leonard
Chairman and Chief Executive Officer
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which Entergy's Chairman and Chief Executive Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(8)
Disability
Death
Change in
Control(10)
Termination Related to a Change in Control
Annual Incentive
Payment(2)
---
---
---
---
---
---
---
$3,099,600
Severance Payment(3)
---
---
---
---
---
---
---
$8,495,487
Performance Units:(4)
2007-2008 Performance
Unit Program
---
---
---
---
$1,318,996
$1,318,996
$1,978,494
$1,978,494
2008-2010 Performance
Unit Program
---
---
---
---
$457,215
$457,215
$1,371,645
$1,371,645
Unvested Stock
Options(5)
---
---
---
---
$996,800
$0(9)
$0
$996,800
Unvested Restricted
Units(6)
---
---
$4,156,500
---
$4,156,500
$4,156,500
---
$4,156,500
Medical and Dental
Benefits(7)
---
---
---
---
---
---
---
---
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Mr. Leonard also would have been entitled to receive his vested pension benefits. However, a termination "for cause" would have resulted in forfeiture of Mr. Leonard's supplemental retirement benefit. Mr. Leonard is not entitled to additional pension benefits in the event of a change in control. For additional information regarding these vested benefits and awards, see "2008 Pension Benefits."
In the event of a termination related to a change in control, Mr. Leonard would have been entitled under his retention agreement to receive a lump sum payment of his cash annual incentive bonus under the Annual Incentive Plan calculated at maximum annual bonus opportunity. For purposes of this table, the award was calculated at 200% of target opportunity and base salary was assumed to be $1,291,500.
In the event of a termination related to a change in control, Mr. Leonard would have been entitled to receive pursuant to his retention agreement a lump sum severance payment equal to the sum of 2.99 times his base salary plus target annual incentive (calculated at 120% of his base salary).
In the event of a termination related to a change in control, including a termination for good reason, or other than for cause, disability or death, Mr. Leonard would have been entitled to receive under the terms of his retention agreement a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. Leonard's awards were calculated as follows:
2007 - 2009 Plan - 23,800 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 16,500 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Mr. Leonard's unvested stock options would immediately vest. In addition, Mr. Leonard would be entitled to exercise any outstanding options during a ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Leonard exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share.
Mr. Leonard's 50,000 restricted units vest in 2009. Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of the termination of his employment by Mr. Leonard for good reason, by the Company other than for cause, or by reason of his death or disability.
Pursuant to Mr. Leonard's retention agreement, in the event of a termination related to a change of control, Mr. Leonard is not eligible to receive subsidized medical and dental benefits.
As of December 31, 2008, compensation and benefits available to Mr. Leonard under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
Under the terms of Mr. Leonard's retention agreement, we may terminate his employment for cause upon Mr. Leonard's:
willful and continued failure to substantially perform his duties (other than because of physical or mental illness or after he has given notice of termination for good reason) that remains uncured for 30 days after receiving a written notice from the Board; or
willfully engaging in conduct that is demonstrably and materially injurious to us and which results in a conviction of or entrance of a plea of guilty or nolo contendere (essentially a form of plea in which the accused refuses to contest the charges) to a felony.
In the event of a change of control, Mr. Leonard may terminate his employment for good reason upon:
the substantial reduction or alteration in the nature or status of his duties or responsibilities;
a reduction in his annual base salary;
the relocation of his principal place of employment to a location more than 20 miles from his current place of employment;
the failure to pay any portion of his compensation within seven days of its due date;
the failure to continue in effect any compensation plan in which he participates and which is material to his total compensation, unless other equitable arrangements are made;
the failure to continue to provide benefits substantially similar to those that he currently enjoys under any of the pension, savings, life insurance, medical, health and accident or disability plans, or the taking of any other action which materially reduces any of those benefits or deprives him of any material fringe benefits that he currently enjoys;
the failure to provide him with the number of paid vacation days to which he is entitled in accordance with the normal vacation policy; or
any purported termination of his employment not taken in accordance with his retention agreement.
Jay A. Lewis
Vice President & Chief Financial Officer, Utility Operations Group
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Vice President & Chief Financial Officer, Utility Operations Group would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(5)
Disability
Death
Change in Control(7)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
---
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
---
---
---
---
---
2008-2010 Performance Unit Program
---
---
---
---
---
---
---
---
Unvested Stock Options:(4)
---
---
---
---
$470
$0(6)
$0
---
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Mr. Lewis would have been entitled to receive his vested pension benefits. For information regarding these vested benefits, see "2008 Pension Benefits."
Mr. Lewis does not participate in the System Executive Continuity Plan.
Mr. Lewis does not participate in the Performance Unit Programs.
In the event of disability, all of Mr. Lewis' unvested stock options would immediately vest. For purposes of this table, it is assumed that Mr. Lewis exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
As of December 31, 2008, compensation and benefits available to Mr. Lewis under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
Hugh T. McDonald
President & CEO, Entergy Arkansas
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President & CEO, Entergy Arkansas would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(6)
Disability
Death
Change in
Control(8)
Termination Related to a Change in Control(5)
Severance Payment(2)
---
---
---
---
---
---
---
$483,198
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
---
$55,420
$55,420
$83,130
$83,130
2008-2010 Performance Unit Program
---
---
---
---
$19,397
$19,397
$58,191
$58,191
Unvested Stock Options(4)
---
---
---
---
$35,600
$0(7)
$0
$35,600
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$15,820
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Mr. McDonald also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Mr. McDonald's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Mr. McDonald's employment were terminated "for cause," he would forfeit his Supplemental Executive Retirement Plan and other similar supplemental benefits.
In the event of a termination related to a change in control, Mr. McDonald would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Mr. McDonald would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. McDonald's awards has been calculated as follows:
2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 700 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Mr. McDonald's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Mr. McDonald exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. McDonald would be eligible to receive subsidized medical and dental benefits for a period up to 12 months.
As of December 31, 2008, compensation and benefits available to Mr. McDonald under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
Carolyn Shanks
Former President & CEO, Entergy Mississippi
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the Former President & CEO, Entergy Mississippi would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(7)
Disability
Death
Change in
Control(9)
Termination Related to a Change in Control(5)
Severance Payment(2)
---
---
---
---
---
---
---
$475,710
Performance Units:(3)
2007-2007 Performance Unit Program
---
---
---
---
$55,420
$55,420
$83,130
$83,130
2008-2010 Performance Unit Program
---
---
---
---
$19,397
$19,397
$58,191
$58,191
Unvested Stock Options(4)
---
---
---
---
$35,600
$0(8)
$0
$35,600
Unvested Restricted
Units(5)
---
---
---
---
---
---
---
$149,634
Medical and Dental Benefits(6)
---
---
---
---
---
---
---
$11,772
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Ms. Shanks also would have been entitled to receive her vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Ms. Shanks' employment were terminated under certain conditions relating to a change in control, she would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Ms. Shanks' employment were terminated "for cause," she would forfeit her System Executive Retirement Plan and other similar supplemental benefits.
In the event of a termination related to a change in control, Ms. Shanks would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time her base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Ms. Shanks would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to her performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Ms. Shanks' awards has been calculated as follows:
2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 700 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Ms. Shanks' unvested stock options would immediately vest. In addition, she would be entitled to exercise her stock options for the remainder of the ten-year extending from the grant date of the options. For purposes of this table, it is assumed that Ms. Shanks exercised her options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Ms. Shanks' 1,800 restricted units vest in 2011. In the event of a termination related to a change in control, any unvested restricted units would vest immediately.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Ms. Shanks would be eligible to receive subsidized medical and dental benefits for a period of 12 months.
As of December 31, 2008, compensation and benefits available to Ms. Shanks under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
Richard J. Smith
President and Chief Operating Officer
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President and Chief Operating Officer would have been entitled to receive as a result of a termination of his employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(6)
Disability
Death
Change in
Control(8)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
$3,278,535
Performance Units:(3)
2007-2009 Performance
Unit Program
---
---
---
---
$249,390
$249,390
$374,085
$374,085
2008-2010 Performance
Unit Program
---
---
---
---
$108,069
$108,069
$324,207
$324,207
Unvested Stock
Options(4)
---
---
---
---
$237,338
$0(7)
$0
$237,338
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$17,658
280G Tax Gross-up
---
---
---
---
---
---
---
---
In addition to the payments and benefits in the table, Mr. Smith also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." In the event of a termination related to a change in control, pursuant to the terms of the Pension Equalization Plan, Mr. Smith would be eligible for subsidized early retirement even if he does not have company permission to separate from employment. If Mr. Smith's employment were terminated for cause, he would not receive a benefit under the Pension Equalization Plan.
In the event of a termination related to a change in control, Mr. Smith would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to 2.99 times the sum of his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Mr. Smith would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance units were achieved at target level. For purposes of the table, the value of Mr. Smith's awards were calculated as follows:
2007 - 2009 Plan - 4,500 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 3,900 performance units at target, assuming a stock price of $83.13
With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Mr. Smith's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for the remainder of the ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. Smith exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a termination related to a change in control, Mr. Smith would be eligible to receive subsidized medical and dental benefits for a period up to 18 months.
As of December 31, 2008, compensation and benefits available to Mr. Smith under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target)
Roderick K. West
President & CEO, Entergy New Orleans
The following table shows certain payments and benefits, excluding vested or earned awards and benefits, which the President & CEO, Entergy New Orleans would have been entitled to receive as a result of a termination of her employment under various scenarios as of December 31, 2008:
Benefits and Payments Upon Termination(1)
Voluntary
Resignation
For
Cause
Termination for Good Reason or Not for Cause
Retirement(6)
Disability
Death
Change in
Control(9)
Termination Related to a Change in Control
Severance Payment(2)
---
---
---
---
---
---
---
$441,000
Performance Units:(3)
2007-2009 Performance Unit Program
---
---
---
---
$55,420
$55,420
$83,130
$83,130
2008-2010 Performance Unit Program
---
---
---
---
$19,397
$19,397
$58,191
$58,191
Unvested Stock Options(4)
---
---
---
---
$9,498
$0 (7)
$0
$9,498
Unvested Restricted Units(8)
---
---
---
---
---
---
$1,246,950
$1,246,950
Medical and Dental
Benefits(5)
---
---
---
---
---
---
---
$15,820
280G Tax Gross-up
---
---
---
---
---
---
---
$834,896
In addition to the payments and benefits in the table, Mr. West also would have been entitled to receive his vested pension benefits. For a description of the pension benefits available to Named Executive Officers, see "2008 Pension Benefits." If Mr. West's employment were terminated under certain conditions relating to a change in control, he would also be eligible for early retirement benefits, which are described in "2008 Pension Benefits." If Mr. West's employment were terminated "for cause," he would forfeit his System Executive Retirement Plan and other similar supplemental benefits.
In the event of a termination related to a change in control, Mr. West would be entitled to receive pursuant to the System Executive Continuity Plan a lump sum severance payment equal to one time his base salary plus annual incentive, calculated at target opportunity.
In the event of a termination related to a change in control, Mr. West would have been entitled to receive pursuant to the System Executive Continuity Plan a lump sum payment relating to his performance units. The payment is calculated as if all performance goals relating to the performance unit were achieved at target level. For purposes of the table, the value of Mr. West's awards have been calculated as follows:
2007 - 2009 Plan - 1,000 performance units at target, assuming a stock price of $83.13
2008 - 2010 Plan - 700 performance units at target, assuming a stock price of $83.13
For scenarios other than a termination related to a change in control, the award is not enhanced or accelerated by the termination event. With respect to death or disability, the award is pro-rated based on the number of months of participation in each Performance Unit Program performance cycle. The amount of the award is based on actual performance achieved, with a stock price set as of the end of the performance period, and payable in the form of a lump sum after the completion of the performance period.
In the event of disability or a termination related to a change in control, all of Mr. West's unvested stock options would immediately vest. In addition, he would be entitled to exercise his stock options for a ten-year term extending from the grant date of the options. For purposes of this table, it is assumed that Mr. West exercised his options immediately upon vesting and received proceeds equal to the difference between the closing price of common stock on December 31, 2008, and the applicable exercise price of each option share.
Pursuant to the System Executive Continuity Plan, in the event of a change in control, Mr. West would be eligible to receive subsidized medical and dental benefits for period up to 12 months.
As of December 31, 2008, compensation and benefits available to Mr. West under this scenario are substantially the same as available with a voluntary resignation.
Under the 2007 Equity Ownership Plan (applicable to grants of equity awards made after January 1, 2007), in the event of a plan participant's death, all unvested stock options would become immediately exercisable. Where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008.
Mr. West's 15,000 restricted unit vest 100% in 2013. Pursuant to his restricted unit agreement, any unvested restricted units will vest immediately in the event of a change of control.
Under the 2007 Equity Ownership Plan, plan participants are entitled to receive an acceleration of certain benefits based solely upon a change of control in the Company without regard to whether their employment is terminated as a result of a change of control. The accelerated benefits in the event of a change in control are as follows:
All unvested stock options would become immediately exercisable (where $0 is shown, the exercise price is greater than the stock price as of December 31, 2008).
All performance units become vested (based on the assumption that all performance goals were achieved at target).
In the following sections, additional information is provided regarding certain of the scenarios described in the tables above:
Termination Related to a Change in Control
Under the System Executive Continuity Plan, the Named Executive Officers (except Mr. Lewis) will be entitled to the benefits described in the tables above in the event of a termination related to a change in control if their employment is terminated other than for cause or if they terminate their employment for good reason, in each case within a period commencing 90 days prior to and ending 24 months following a change in control.
A change in control includes the following events:
The purchase of 25% or more of either the common stock or the combined voting power of the voting securities, the merger or consolidation of Entergy Corporation (unless Entergy Corporation's board members constitute at least a majority of the board members of the surviving entity);
the merger or consolidation of Entergy Corporation (unless Entergy Corporation's board members constitute at least a majority of the board members of the surviving entity;
the liquidation, dissolution or sale of all or substantially all of Entergy Corporation's assets; or
a change in the composition of Entergy Corporation's board such that, during any two-year period, the individuals serving at the beginning of the period no longer constitute a majority of Entergy Corporation's board at the end of the period.
The proposed separation of the non-utility nuclear business in a tax-free spin-off to Entergy Corporation's shareholders does not constitute a "Change of Control" for purposes of the System Executive Continuity Plan.
Entergy Corporation may terminate a Named Executive Officer's employment for cause under the System Executive Continuity Plan if he or she:
fails to substantially perform his duties for a period of 30 days after receiving notice from the board;
engages in conduct that is injurious to Entergy Corporation or any of its subsidiaries;
is convicted or pleads guilty to a felony or other crime that materially and adversely affects his or her ability to perform his or her duties or Entergy Corporation's reputation;
violates any agreement with Entergy Corporation or any of its subsidiaries; or
discloses any of Entergy Corporation's confidential information without authorization.
A Named Executive Officer may terminate employment with Entergy Corporation for good reason under the System Executive Continuity Plan if, without the Named Executive Officer's consent:
the nature or status of his or her duties and responsibilities is substantially altered or reduced compared to the period prior to the change in control;
his or her salary is reduced by 5% or more;
he or she is required to be based outside of the continental United States at somewhere other than the primary work location prior to the change in control;
any of his or her compensation plans are discontinued without an equitable replacement;
his or her benefits or number of vacation days are substantially reduced; or
his or her employment is purported to be terminated other than in accordance with the System Executive Continuity Plan.
In addition to participation in the System Executive Continuity Plan, upon the completion of a transaction resulting in a change in control of Entergy Corporation, benefits already accrued under the System Executive Retirement Plan and Pension Equalization Plan, if any, will become fully vested if the executive is involuntarily terminated without cause or terminates employment for good reason. Any awards granted under the Equity Ownership Plan will become fully vested upon a Change of Control without regard to whether the executive is involuntarily terminated without cause or terminates employment for good reason.
Under certain circumstances, the payments and benefits received by a Named Executive Officer pursuant to the System Executive Continuity Plan may be forfeited and, in certain cases, subject to repayment. Benefits are no longer payable under the System Executive Continuity Plan, and unvested performance units under the Performance Unit Program are subject to forfeiture, if the executive:
accepts employment with Entergy Corporation or any of its subsidiaries;
elects to receive the benefits of another severance or separation program;
removes, copies or fails to return any property belonging to Entergy Corporation or any of its subsidiaries;
discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries; or
violates their non-competition provision, which generally runs for two years but extends to three years if permissible under applicable law.
Furthermore, if the executive discloses non-public data or information concerning Entergy Corporation or any of its subsidiaries or violates their non-competition provision, he or she will be required to repay any benefits previously received under the System Executive Continuity Plan.
Termination for Cause
If a Named Executive Officer's employment is terminated for "cause" (as defined in the System Executive Continuity Plans and described above under "Termination Related to a Change in Control"), he or she is generally entitled to the same compensation and separation benefits described below under "Voluntary Resignation."
Voluntary Resignation
If a Named Executive Officer voluntarily resigns from an Entergy System company employer, he or she is entitled to all accrued benefits and compensation as of the separation date, including qualified pension benefits (if any) and other post-employment benefits on terms consistent with those generally available to other salaried employees. In the case of voluntary resignation, the officer would forfeit all unvested stock options and restricted units as well as any perquisites to which he or she is entitled as an officer. In addition, the officer would forfeit, except as described below, his or her right to receive incentive payments under the Performance Unit Program or the Executive Incentive Plan. If the officer resigns after the completion of an Executive Incentive Plan or Performance Unit Program performance period, he or she could receive a payout under the Performance Unit Program based on the outcome of the performance cycle and could, at the Entergy Corporation's discretion, receive an annual incentive payment under the Executive Incentive Plan. Any vested stock options held by the officer as of the separation date will expire the earlier of ten years from date of grant or 90 days from the last day of active employment.
Retirement
Under Entergy Corporation's retirement plans, a Named Executive Officer's eligibility for retirement benefits is based on a combination of age and years of service. Normal retirement is defined as age 65. Early retirement is defined under the qualified retirement plan as minimum age 55 with 10 years of service and in the case of the System Executive Retirement Plan and the supplemental credited service under the Pension Equalization Plan, the consent of Entergy System company employer.
Upon a Named Executive Officer's retirement, he or she is generally entitled to all accrued benefits and compensation as of the separation date, including qualified pension benefits and other post-employment benefits consistent with those generally available to salaried employees. The annual incentive payment under the Executive Incentive Plan is pro-rated based on the actual number of days employed during the performance year in which the retirement date occurs. Similarly, payments under the Performance Unit Program are pro-rated based on the actual number of days employed, in each outstanding performance cycle, in which the retirement date occurs. In each case, payments are delivered at the conclusion of each annual or performance cycle, consistent with the timing of payments to active participants in the Executive Incentive Plan and the Performance Unit Program, respectively.
Unvested stock options issued under the Equity Ownership Plan vest on the retirement date and expire ten years from the grant date of the options. Any restricted units held (other than those issued under the Performance Unit Program) by the executive upon his or her retirement are forfeited, and perquisites (other than short-term financial counseling services) are not available following the separation date.
Disability
		If a Named Executive Officer's employment is terminated due to disability, he or she generally is entitled to the same compensation and separation benefits described above under "Retirement," except that restricted units may be subject to specific disability benefits (as noted, where applicable, in the tables above).
Death
If a Named Executive Officer dies while actively employed by an Entergy System company employer, he or she generally is entitled to the same compensation and separation benefits described above under "Retirement," except that:
all unvested stock options granted prior to January 1, 2007 are forfeited;
vested stock options will expire the earlier of ten years from the grant date or three years following the executive's death;
restricted units may be subject to specific death benefits (as noted, where applicable, in the tables above).
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. The Boards of Directors of Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and Entergy Texas are comprised solely of employee directors who receive no compensation for service as directors.
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 Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans and Entergy Texas. 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.
	The following table sets forth the beneficial ownership of Common Stock of Entergy Corporation and stock-based units as of December 31, 2008 for all directors and Named Executive Officers. Unless otherwise noted, each person had sole voting and investment power over the number of shares of Common Stock and stock-based units of Entergy Corporation set forth across from his or her name.
Name
Shares
(1)
Options Exercisable
Within 60 Days
Stock Units
(2)
Entergy Corporation
Maureen S. Bateman*
6,100
-
6,400
W. Frank Blount*
11,634
-
16,800
Simon D. deBree*
3,347
-
5,437
Leo P. Denault**
1,531
237,357
Gary W. Edwards* (4)
2,000
-
2,231
Alexis Herman*
3,300
-
4,000
Donald C. Hintz* (4)
8,054
320,000
3,200
J. Wayne Leonard***
120,453
2,010,333
113,977
Stuart L. Levenick*
2,000
-
2,231
James R. Nichols* (3)
8,926
-
17,826
William A. Percy, II* (4)
5,350
-
6,654
Mark T. Savoff**
114,133
Richard J. Smith**
7,753
412,472
1,813
W. J. Tauzin*
1,900
-
2,093
Gary J. Taylor**
1,339
264,834
Steven V. Wilkinson*
3,055
-
3,627
All directors and executive
officers as a group (21 persons)
207,529
3,811,231
189,542
Name
Shares
(1)
Options Exercisable
Within 60 Days
Stock Units
(2)
Entergy Arkansas
Theodore H. Bunting, Jr.**
20,867
Leo P. Denault***
1,531
237,357
J. Wayne Leonard**
120,453
2,010,333
113,977
Jay A. Lewis**
15,784
-
Hugh T. McDonald***
5,742
71,554
18,554
Mark T. Savoff*
114,133
Richard J. Smith**
7,753
412,472
1,813
Gary J. Taylor*
1,339
264,834
All directors and executive
officers as a group (12 persons)
158,529
3,578,569
137,597
Entergy Gulf States Louisiana
Theodore H. Bunting, Jr.**
20,867
E. Renae Conley***
2,422
52,163
13,707
Leo P. Denault***
1,531
237,357
J. Wayne Leonard**
120,453
2,010,333
113,977
Jay A. Lewis**
15,784
-
Mark T. Savoff*
114,133
Richard J. Smith**
7,753
412,472
1,813
Gary J. Taylor*
1,339
264,834
All directors and executive
officers as a group (12 persons)
155,209
3,559,178
132,750
Entergy Louisiana
Theodore H. Bunting, Jr.**
20,867
E. Renae Conley***
2,422
52,163
13,707
Leo P. Denault***
1,531
237,357
J. Wayne Leonard**
120,453
2,010,333
113,977
Jay A. Lewis**
15,784
-
Mark T. Savoff*
114,133
Richard J. Smith**
7,753
412,472
1,813
Gary J. Taylor*
1,339
264,834
All directors and executive
officers as a group (12 persons)
155,209
3,559,178
132,750
Entergy Mississippi
Theodore H. Bunting, Jr.**
20,867
Leo P. Denault***
1,531
237,357
Haley R. Fisackerly***
1,583
4,333
-
J. Wayne Leonard**
120,453
2,010,333
113,977
Jay A. Lewis**
15,784
-
Mark T. Savoff*
114,133
Carolyn C. Shanks**
2,156
51,833
Richard J. Smith**
7,753
412,472
1,813
Gary J. Taylor*
1,339
264,834
All directors and executive
officers as a group (13 persons)
156,526
3,563,181
119,337
Name
Shares
(1)
Options Exercisable
Within 60 Days
Stock Units
(2)
Entergy New Orleans
Theodore H. Bunting, Jr.**
20,867
Tracie L. Boutte*
2,220
8,933
Leo P. Denault**
1,531
237,357
J. Wayne Leonard**
120,453
2,010,333
113,977
Jay A. Lewis**
15,784
-
Richard J. Smith**
7,753
412,472
1,813
Gary J. Taylor*
1,339
264,834
Roderick K. West***
1,268
12,668
-
Sherri Winslow*
1,834
-
All directors and executive
officers as a group (14 persons)
156,458
3,530,450
119,050
Entergy Texas
Theodore H. Bunting, Jr.**
20,867
Leo P. Denault***
1,531
237,357
Joseph F. Domino***
4,651
48,333
J. Wayne Leonard**
120,453
2,010,333
113,977
Jay A. Lewis**
15,784
-
Mark T. Savoff*
114,133
Richard J. Smith**
7,753
412,472
1,813
Gary J. Taylor*
1,339
264,834
All directors and executive
officers as a group (12 persons)
157,438
3,555,348
119,400
*
Director of the respective Company
**
Named Executive Officer of the respective Company
***
Director and Named Executive Officer of the respective Company
(1)
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.
(2)
Represents the balances of phantom units each executive holds under the defined contribution restoration plan and the deferral provisions of the Equity Ownership Plan. These units will be paid out in either Entergy Corporation Common Stock or cash equivalent to the value of one share of Entergy Corporation Common Stock per unit on the date of payout, including accrued dividends. 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 phantom units are issued under the Service Recognition Program for Outside Directors. All non-employee directors are credited with units for each year of service on the Board.
(3)
Excludes 4,059 shares that are owned by a charitable foundation that Mr. Nichols controls.
(4)
Includes 1,200, 600 and 2,700 shares deferred by Mr. Edwards, Mr. Hintz and Mr. Percy, respectively, under the Equity Ownership Plan.
Equity Compensation Plan Information
	The following table summarizes the equity compensation plan information as of December 31, 2008. Information is included for equity compensation plans approved by the stockholders and equity compensation plans not approved by the stockholders.
Plan
Number of Securities to
be Issued Upon Exercise
of Outstanding Options
(a)
Weighted
Average
Exercise
Price
(b)
Number of Securities
Remaining Available for
Future Issuance (excluding securities reflected in column (a))
(c)
Equity compensation plans
approved by security holders (1)
9,225,608
$72.00
4,353,185
Equity compensation plans not
approved by security holders(2)
1,872,723
$39.13
-
Total
11,098,331
$66.45
4,353,185
(1)
Includes the Equity Ownership Plan, which was approved by the shareholders on May 15, 1998. The 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries ("2007 Plan"), was approved by Entergy Corporation shareholders on May 12, 2006. 7,000,000 shares of Entergy Corporation common stock can be issued from the 2007 Plan, with no more than 2,000,000 shares available for non-option grants. The Equity Ownership Plan and the 2007 Plan (the "Plans") are administered by the Personnel Committee of the Board of Directors (other than with respect to awards granted to non-employee directors, which awards are administered by the entire Board of Directors). Eligibility under the Plans is limited to the non-employee directors and to the officers and employees of an Entergy System employer and any corporation 80% or more of whose stock (based on voting power) or value is owned, directly or indirectly, by the Company. The Plans provide for the issuance of stock options, restricted shares, equity awards (units whose value is related to the value of shares of the Common Stock but do not represent actual shares of Common Stock), performance awards (performance shares or units valued by reference to shares of Common Stock or performance units valued by reference to financial measures or property other than Common Stock) and other stock-based awards.
(2)
Entergy has a Board-approved stock-based compensation plan. However, effective May 9, 2003, the Board has directed that no further awards be issued under that plan.
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence
	For information regarding certain relationships, related transactions and director independence of Entergy Corporation, see the Proxy Statement under the headings "Corporate Governance - Director Independence" and "Transactions with Related Persons," which information is incorporated herein by reference.
Since December 31, 2007, none of the Subsidiaries or any of their affiliates has participated in any transaction involving an amount in excess of $120,000 in which any director or executive officer of any of the Subsidiaries, any nominee for director, or any immediate family member of the foregoing had a material interest as contemplated by Item 404(a) of Regulation S-K ("Related Party Transactions").
Entergy Corporation's Board of Directors has adopted policies and procedures for the review, approval or ratification of Related Party Transactions. Under these policies and procedures, the Corporate Governance Committee, or a subcommittee of the Board of Directors of Entergy Corporation comprised of independent directors, reviews the transaction and either approves or rejects the transaction after taking into account the following factors:
Whether the proposed transaction is on terms at least as favorable to Entergy corporation or the subsidiary as those achievable with an unaffiliated third party;
Size of transaction and amount of consideration;
Nature of the interest;
Whether transaction involves a conflict of interest;
Whether transaction involves services available from unaffiliated third parties; and
Any other factors that the Corporate Governance Committee or subcommittee deems relevant.
The policy does not apply to (a) compensation and Related Party Transactions involving a director or an executive officer solely resulting from that person's service as a director or employment with the Company so long as the compensation is reported in the Company's filings with the SEC, (b) transactions involving the rendering of services as a public utility at rates or charges fixed in conformity with law or governmental authority or (c) any other categories of transactions currently or in the future excluded from the reporting requirements of Item 404(a) of Regulation SK.
None of the Subsidiaries are listed issuers. As previously noted, the Boards of Directors of the Subsidiaries are comprised solely of employee directors. None of the Boards of Directors of any of the Subsidiaries has any committees.
Item 14.
Item 14. Principal Accountant Fees and Services (Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas and System Energy)
	Aggregate fees billed to Entergy Corporation (consolidated), Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas and System Energy for the years ended December 31, 2008 and 2007 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
$10,587,151
$9,512,245
Audit-Related Fees (a)
778,689
507,851
Total audit and audit-related fees
11,365,840
10,020,096
Tax Fees (b)
-
11,396
All Other Fees
-
-
Total Fees (c)
$11,365,840
$10,031,492
Entergy Arkansas
Audit Fees
$885,674
$726,750
Audit-Related Fees (a)
-
-
Total audit and audit-related fees
885,674
726,750
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$885,674
$726,750
Entergy Gulf States Louisiana
Audit Fees (d)
$1,232,594
$2,753,000
Audit-Related Fees (a) (e)
200,000
112,000
Total audit and audit-related fees
1,432,594
2,865,000
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$1,432,594
$2,865,000
Entergy Louisiana
Audit Fees
$1,091,094
$764,250
Audit-Related Fees (a)
190,000
-
Total audit and audit-related fees
1,281,094
764,250
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$1,281,094
$764,250
Entergy Mississippi
Audit Fees
$880,674
$801,750
Audit-Related Fees (a)
-
-
Total audit and audit-related fees
880,674
801,750
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$880,674
$801,750
Entergy New Orleans
Audit Fees
$806,658
$745,846
Audit-Related Fees (a)
-
-
Total audit and audit-related fees
806,658
745,846
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$806,658
$745,846
Entergy Texas
Audit Fees
$1,129,174
$1,376,500
Audit-Related Fees (a)
-
56,000
Total audit and audit-related fees
1,129,174
1,432,500
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$1,129,174
$1,432,500
System Energy
Audit Fees
$836,231
$748,750
Audit-Related Fees (a)
-
-
Total audit and audit-related fees
836,231
748,750
Tax Fees
-
-
All Other Fees
-
-
Total Fees (c)
$836,231
$748,750
(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)
100% of fees paid in 2008 and 2007 were pre-approved by the Entergy Corporation Audit Committee.
(d)
Includes audit fees allocated to Entergy Texas of $1,376,500 in 2007.
(e)
Includes audit-related fees allocated to Entergy Texas of $56,000 in 2007.
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 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 and Financial Statement Schedules
(a)1.
Financial Statements and Independent Auditors' Reports for Entergy, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy are listed in the Table of Contents.
(a)2.
Financial Statement Schedules
Report of Independent Registered Public Accounting Firm (see page 487)
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 Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, 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.
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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 27, 2009
J. Wayne Leonard (Chairman of the Board, Chief Executive Officer and Director; Principal Executive Officer); Leo P. Denault (Executive Vice President and Chief Financial Officer; Principal Financial Officer); Maureen S. Bateman, W. Frank Blount, Simon D. deBree, Gary W. Edwards, Alexis M. Herman, Donald C. Hintz, Stuart L. Levenick, James R. Nichols, William A. Percy, II, W. J. Tauzin, and Steven V. Wilkinson (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer and
acting Principal Financial Officer)
February 27, 2009
Hugh T. McDonald (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Leo P. Denault, Mark T. Savoff, and Gary J. Taylor (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
ENTERGY GULF STATES LOUISIANA, L.L.C.
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 LOUISIANA, L.L.C.
By 	/s/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer and
acting Principal Financial Officer)
February 27, 2009
E. Renae Conley (Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Leo P. Denault, Mark T. Savoff, and Gary J. Taylor (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
ENTERGY LOUISIANA, LLC
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, LLC
By 	/s/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer and
acting Principal Financial Officer)
February 27, 2009
E. Renae Conley (Chair of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Leo P. Denault, Mark T. Savoff, and Gary J. Taylor (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer and
acting Principal Financial Officer)
February 27, 2009
Haley R. Fisackerly (Chairman, President, Chief Executive Officer, and Director; Principal Executive Officer); Leo P. Denault, Mark T. Savoff, and Gary J. Taylor (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer and
acting Principal Financial Officer)
February 27, 2009
Roderick K. West (Chairman, President, Chief Executive Officer, and Director; Principal Executive Officer); Tracie L. Boutte, Gary J. Taylor, and Sherri Winslow (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
ENTERGY TEXAS, 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 TEXAS, INC.
By 	/s/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer and
acting Principal Financial Officer)
February 27, 2009
Joseph F. Domino (Chairman of the Board, President, Chief Executive Officer, and Director; Principal Executive Officer); Leo P. Denault, Mark T. Savoff, and Gary J. Taylor (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and Chief Accounting Officer
Date: February 27, 2009
	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/ Theodore H. Bunting, Jr.	
Theodore H. Bunting, Jr.
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
February 27, 2009
Michael R. Kansler (Chairman, President, Chief Executive Officer, and Director; Principal Executive Officer); Wanda C. Curry (Vice President, Chief Financial Officer - Nuclear Operations; Principal Financial Officer); Leo P. Denault and Steven C. McNeal (Directors).
By: 	/s/ Theodore H. Bunting, Jr.	
(Theodore H. Bunting, Jr., Attorney-in-fact)
February 27, 2009
												EXHIBIT 23(a)
CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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 on Form S-4 and Registration Statements No. 333-55692, 333-68950, 333-75097, 333-90914, 333-98179, 333-140183, and 333-142055 on Form S-8 of our reports dated February 27, 2009, relating to the consolidated financial statements and consolidated financial statement schedule of Entergy Corporation and Subsidiaries and the effectiveness of Entergy Corporation and Subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Corporation and Subsidiaries for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statements No. 333-127780 and 333-132653 on Form S-3 of our reports dated February 27, 2009, relating to the financial statements and financial statement schedule of Entergy Arkansas, Inc. and the effectiveness of Entergy Arkansas, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statement No. 333-156435 on Form S-3 and Registration Statement No. 333-153623 on Form S-4 of our reports dated February 27, 2009, relating to the financial statements of Entergy Gulf States Louisiana, L.L.C. (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities to Entergy Texas, Inc. and Subsidiaries as part of a jurisdictional separation plan), financial statement schedule, and the effectiveness of Entergy Gulf States Louisiana, L.L.C.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Gulf States Louisiana, L.L.C. for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statement 333-132660 on Form S-3 of our reports dated February 27, 2009, relating to the financial statements and financial statement schedule of Entergy Louisiana, LLC and the effectiveness of Entergy Louisiana, LLC's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Louisiana, LLC for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statement No. 333-132658 on Form S-3 of our reports dated February 27, 2009, relating to the financial statements and financial statement schedule of Entergy Mississippi, Inc. and the effectiveness of Entergy Mississippi, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Mississippi, Inc. for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statement No. 333-155584 on Form S-3 of our reports dated February 27, 2009, relating to the financial statements and financial statement schedule of Entergy New Orleans, Inc., and the effectiveness of Entergy New Orleans, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy New Orleans, Inc. for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statement No. 333-153442 on Form S-3 of our reports dated February 27, 2009, relating to the consolidated financial statements of Entergy Texas, Inc. and Subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the effects of distribution of certain assets and liabilities from Entergy Gulf States, Inc. to Entergy Texas, Inc. and Subsidiaries as part of the jurisdictional separation plan), financial statement schedule, and the effectiveness of Entergy Texas, Inc. and Subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of Entergy Texas, Inc. and Subsidiaries for the year ended December 31, 2008.
We consent to the incorporation by reference in Registration Statement No. 333-156718 on Form S-3 of our reports dated February 27, 2009, relating to the financial statements of System Energy Resources, Inc. and the effectiveness of System Energy Resources, Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10-K of System Energy Resources, Inc. for the year ended December 31, 2008.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
February 27, 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Entergy Corporation and Subsidiaries
Entergy Arkansas, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
Entergy Texas, Inc. and Subsidiaries
To the Board of Directors and Members of
Entergy Gulf States Louisiana, L.L.C.
Entergy Louisiana, LLC
We have audited the consolidated financial statements of Entergy Corporation and Subsidiaries (the "Corporation") and we have also audited the financial statements of Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., and Entergy Texas, Inc. and Subsidiaries (collectively the "Companies") as of December 31, 2008 and 2007, and for each of the three years in the period ended December 31, 2008, and the Corporation's and the respective Companies' internal control over financial reporting as of December 31, 2008, and have issued our reports thereon dated February 27, 2009. Our report on the financial statements of Entergy Gulf States Louisiana, L.L.C. expresses an unqualified opinion and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities to Entergy Texas, Inc. and Subsidiaries as part of a jurisdictional separation plan. Our report on the financial statements of Entergy Texas, Inc. and Subsidiaries expresses an unqualified opinion and includes an explanatory paragraph regarding the effects of the distribution of certain assets and liabilities from Entergy Gulf States, Inc. to Entergy Texas, Inc. and Subsidiaries as part of a jurisdictional separation plan. The financial statements described above and our reports thereon are included elsewhere in this 2008 Annual Report on Form 10-K. Our audits also included the financial statement schedules of the Corporation and the respective Companies listed in Item 15. These financial statement schedules are the responsibility of the Corporation's and the respective Companies' managements. Our responsibility is to express an opinion based on our audits. 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
February 27, 2009
(Page left blank intentionally)
INDEX TO FINANCIAL STATEMENT SCHEDULES
Schedule
Page
II
Valuation and Qualifying Accounts 2008, 2007 and 2006:
Entergy Corporation and Subsidiaries
S-2
Entergy Arkansas, Inc.
S-3
Entergy Gulf States Louisiana, L.L.C.
S-4
Entergy Louisiana, LLC
S-5
Entergy Mississippi, Inc.
S-6
Entergy New Orleans, Inc.
S-7
Entergy Texas, Inc. and Subsidiaries
S-8
	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.
S-1
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 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 15 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.
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
Entergy Gulf States Louisiana
(a) --
Plan of Merger of Entergy Gulf States, Inc. effective December 31, 2007 (2(ii) to Form 8-K15D5 dated January 7, 2008 in 333-148557).
(3) Articles of Incorporation and By-laws
Entergy Corporation
(a) 1 --
Restated Certificate of Incorporation of Entergy Corporation dated October 10, 2006 (3(a) to Form 10-Q for the quarter ended September 30, 2006).
(a) 2 --
By-Laws of Entergy Corporation as amended February 12, 2007, and as presently in effect (3(ii) to Form 8-K dated February 16, 2007 in 1-11299).
System Energy
(b) 1 --
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).
(b) 2 --
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).
Entergy Arkansas
(c) 1 --
Amended and Restated Articles of Incorporation of Entergy Arkansas, as amended, effective March 22, 2006 (3(ii) to Form 8-K dated March 28, 2006 in 1-10764).
(c) 2 --
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).
Entergy Gulf States Louisiana
(d) 1 --
Articles of Organization of Entergy Gulf States Louisiana effective December 31, 2007 (3(i) to Form 8-K15D5 dated January 7, 2008 in 333-148557).
(d) 2 --
Operating Agreement of Entergy Gulf States Louisiana, effective as of December 31, 2007 (3(ii) to Form 8-K15D5 dated January 7, 2008 in 333-148557).
E-1
Entergy Louisiana
(e) 1 --
Articles of Organization of Entergy Louisiana effective December 31, 2005 (3(c) to Form 8-K dated January 6, 2006 in 1-32718).
(e) 2 --
Regulations of Entergy Louisiana effective December 31, 2005, and as presently in effect (3(d) to Form 8-K dated January 6, 2006 in 1-32718).
Entergy Mississippi
(f) 1 --
Amended and Restated Articles of Incorporation of Entergy Mississippi, as amended June 21, 2005 (A-1(b) to Rule 24 Certificate dated February 6, 2006 in 70-10157).
(f) 2 --
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).
Entergy New Orleans
(g) 1 --
Amended and Restated Articles of Incorporation of Entergy New Orleans, as amended May 8, 2007 (3(a) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).
(g) 2 --
Amended By-Laws of Entergy New Orleans, as amended May 8, 2007 (3(b) to Form 10-Q for the quarter ended March 31, 2007 in 0-5807).
Entergy Texas
(h) 1 --
Certificate of Formation of Entergy Texas, effective December 31, 2007 (3(i) to Form 10 dated March 14, 2008 in 000-53134).
(h) 2 --
By-Laws of Entergy Texas effective December 31, 2007 (3(ii) to Form 10 dated March 14, 2008 in 000-53134).
(4) Instruments Defining Rights of Security Holders, Including Indentures
Entergy Corporation
System Energy
Entergy Arkansas
*(c) 1 --
Mortgage and Deed of Trust, dated as of October 1, 1944, as amended by sixty-eight 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); 4(h) to Form 10-Q for the quarter ended June 30, 2003 in 1-10764 (Sixty-first); 4(e) to Form 10-Q for the quarter ended September 30, 2004 in 1-10764 (Sixty-second); 4(c)1 to Form 10-K for the year December 31, 2004 in 1-10764 (Sixty-third); C-2(a) to Form U5S for the year ended December 31, 2004 (Sixty-fourth); 4(c) to Form 10-Q for the quarter ended June 30, 2005 in 1-10764 (Sixty-fifth); 4(a) to Form 10-Q for the quarter ended June 30, 2005 in 1-10764 (Sixty-sixth); 4(b) to Form 10-Q for the quarter ended June 30, 2008 in 1-10764 (Sixty-seventh); and (Sixty-eighth)).
E-4
Entergy Gulf States Louisiana
Entergy Louisiana
Entergy Mississippi
(f) 1 --
Mortgage and Deed of Trust, dated as of February 1, 1988, as amended by twenty-five 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); A-2(f) to Rule 24 Certificate dated June 6, 2003 in 70-9757 (Twenty-first); A-3(a) to Rule 24 Certificate dated April 8, 2004 in 70-10157 (Twenty-second); A-3(b) to Rule 24 Certificate dated April 29, 2004 in 70-10157 (Twenty-third); A-3(c) to Rule 24 Certificate dated October 4, 2004 in 70-10157 (Twenty-fourth); and A-3(d) to Rule 24 Certificate dated January 27, 2006 in 70-10157 (Twenty-fifth)).
Entergy New Orleans
(g) 1 --
Mortgage and Deed of Trust, dated as of May 1, 1987, as amended by fourteen 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); 4(k) to Form 10-Q for the quarter ended June 30, 2003 in 0-5807 (Eleventh); 4(a) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Twelfth); 4(b) to Form 10-Q for the quarter ended September 30, 2004 in 0-5807 (Thirteenth); and 4(e) to Form 10-Q for the quarter ended June 30, 2005 in 0-5807 (Fourteenth)).
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Entergy Texas
(h) 1 --
Credit Agreement ($200,000,000), dated as of August 2, 2007, among Entergy Gulf States, Inc. the Banks (Citibank, N.A., ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, Calyon New York Branch, Credit Suisse (Cayman Islands Branch), J. P. Morgan Chase Bank, N.A., KeyBank National Association, Mizuho Corporate Bank, Ltd., Morgan Stanley Bank, The Bank of New York, The Royal Bank of Scotland plc, and Wachovia Bank, National Association), Citibank, N.A., as Administrative Agent and LC Issuing Bank (10(c) to Form 10-Q for the quarter ended June 30, 2007 in 1-11299).
*(h) 2 --
Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee.
*(h) 3 --
Officer's Certificate No. 1-B-1 dated January 27, 2009, supplemented to Indenture, Deed of Trust and Security Agreement dated as of October 1, 2008, between Entergy Texas, Inc. and The Bank of New York Mellon, as trustee.
(10) Material Contracts
Entergy Corporation
System Energy
Entergy Arkansas
Entergy Gulf States Louisiana
Entergy Louisiana
Entergy Mississippi
Entergy New Orleans
Entergy Texas
(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 Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Distributions, as defined.
*(c)
Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Fixed Charges and Preferred Distributions, 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)
Entergy Texas' Computation of Ratios of Earnings to Fixed Charges, as defined.
*(g)
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 486.
*(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 Arkansas.
*(e)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
*(f)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.
*(g)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
*(h)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.
*(i)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(j)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.
*(k)
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(l)
Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.
*(m)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
*(n)
Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.
*(o)
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
*(p)
Rule 13a-14(a)/15d-14(a) Certification for System Energy.
(32) Section 1350 Certifications
_________________
* Filed herewith.
+ Management contracts or compensatory plans or arrangements.
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