Exhibit A-3(i)

PLAN OF CONVERSION

This Plan of Conversion (this "Plan") is entered into effective as of the effective time (the "Effective Time") specified in the Articles of Conversion (the "Articles of Conversion") of Entergy Louisiana, Inc. (the "Converting Entity") with respect to the conversion contemplated herein (the "Conversion") and certifies and sets forth the following:

1. The Converting Entity is a Louisiana corporation that was incorporated on October 15, 1974.
2. The Converting Entity desires to convert into a Texas corporation pursuant to Louisiana Revised Statutes 12:164 and Article 5.17 of the Texas Business Corporation Act (the "Texas Business Corporation Act").
3. The Converting Entity is permitted by its Articles of Incorporation and Bylaws to convert into a Texas corporation, and such conversion is not inconsistent with the laws of either the State of Louisiana, in which the Converting Entity was incorporated, or the State of Texas.
4. This Plan has been unanimously adopted and approved by the shareholders of the Converting Entity entitled to vote thereon.

NOW, THEREFORE , the Converting Entity is and shall be converted into a Texas corporation in the following manner:

1. Name of Converting Entity . The name of the Converting Entity is Entergy Louisiana, Inc., a Louisiana corporation.
2. Continuation of Existence; Name of Converted Entity . The Converting Entity is continuing its existence in the organizational form of a Texas corporation under the name Entergy Louisiana Holdings, Inc., a Texas corporation (the "Converted Entity").
3. Type of Converted Entity . The Converted Entity is to be a corporation and is to be incorporated under the laws of the State of Texas.
4. Basis of Conversion . At and after the Effective Time , the shareholders of the Converting Entity shall be the shareholders of the Converted Entity with the same ownership rights and interests as they had in the Converting Entity immediately prior to the Effective Time:

1. 100% of the Common Stock of the Converting Entity shall continue to be 100% of the Common Stock of the Converted Entity, each share of Common Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Common Stock of the Converted Entity following the Conversion and implementation of this Plan;
2. 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of First Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of First Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
3. 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Second Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Second Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
4. 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Third Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Third Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
5. 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Fourth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Fourth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
6. 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Fifth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Fifth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
7. 100% of the Sixth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Sixth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Sixth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Sixth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
8. 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Eighth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Eighth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan;
9. 100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of the Converting Entity shall continue to be 100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of the Converted Entity, each share of Ninth Series Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Ninth Series Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan; and
10. 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of the Converting Entity shall continue to be 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of the Converted Entity, each share of Series H Preferred Stock of the Converting Entity prior to the Conversion and the implementation of this Plan being one (1) share of Series H Preferred Stock of the Converted Entity following the Conversion and the implementation of this Plan.

5. Articles of Incorporation . Attached hereto as Exhibit A are the Articles of Incorporation of the Converted Entity and attached hereto as Exhibit B are the By-laws of the Converted Entity.
6. Effective Date .

1. The Effective Time of the Conversion shall be as specified in the Articles of Conversion (or, as applicable, in a Statement Regarding Delayed Effective Condition filed with the Secretary of State of Texas pursuant to Article 10.03 of the Texas Business Corporation Act).
2. At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the Converting Entity, without shareholder action, by (a) execution of a statement of abandonment by any officer of the Converting Entity or in any other manner determined by the board of directors of the Converting Entity and (b) if the Articles of Conversion have been filed but the Effective Time has not yet occurred, filing such statement of abandonment with the Secretary of State of Texas prior to the Effective Time as provided for in Section L of Article 5.03 of the Texas Business Corporation Act and with the Secretary of State of Louisiana as may be provided by the applicable provisions of Louisiana law.
3. The Converting Entity reserves the right to amend, modify, or supplement this Plan (including Exhibits) and the Articles of Conversion prior to the Effective Time, and if such right is exercised the Plan and Articles of Conversion, as so amended, modified, or supplemented, shall be the Plan and Articles of Conversion which become effective as of the Effective Time.

7. Effect of Conversion . Upon the Effective Time:

1. the Converting Entity shall continue to exist, without interruption, but in the organizational form of the Converted Entity rather than in its prior organizational form;
2. all rights, title, and interests to all real estate and other property owned by the Converting Entity shall continue to be owned by the Converted Entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon;
3. all liabilities and obligations of the Converting Entity shall continue to be liabilities and obligations of the Converted Entity in its new organizational form without impairment or diminution by reason of the Conversion;
4. all rights, if any, of creditors or other parties with respect to or against the prior interest holders or other owners of the Converting Entity in their capacities as such in existence as of the Effective Time of the Conversion will continue in existence as to those liabilities and obligations and may be pursued by such creditors and obligees as if the Conversion had not occurred;
5. a proceeding pending by or against the Converting Entity or by or against any of the Converting Entity's interest holders or other owners in their capacities as such may be continued by or against the Converted Entity in its new organizational form and by or against the prior interest holders or other owners, as the case may be, without any need for substitution of parties;
6. the shares held by the shareholders of the Converting Entity that are to be converted into shares of the Converted Entity as heretofore provided in this Plan shall be so converted; and
7. if, after the Effective Time, a shareholder of the Converted Entity would be liable under applicable law, in such capacity, for the debts or obligations of the Converted Entity, such shareholder shall be liable for the debts and obligations of the Converting Entity that existed before the Conversion takes effect only to the extent that such shareholder:

1. agreed in writing to be liable for such debts or obligations;
2. was liable under applicable law, prior to the Effective Time, for such debts or obligations; or
3. by becoming a shareholder of the Converted Entity, becomes liable under applicable law for existing debts and obligations of the Converted Entity.

8. Conversion . It is intended that the Conversion qualify as a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F) and not result in the imposition of any federal income taxation. Accordingly, this Plan, and all actions taken by the parties to carry out this Plan, shall be construed in accordance with this intent.

DATED: December 20, 2005.

ENTERGY LOUISIANA, INC.

By: /s/ Steven C. McNeal

Steven C. McNeal

Vice President and Treasurer

STATE OF LOUISIANA

PARISH OF ORLEANS

BEFORE ME, the undersigned authority, personally appeared Steven C. McNeal, to me known to be the Vice President and Treasurer of Entergy Louisiana, Inc. and the person who executed the foregoing Plan of Conversion in such capacity, and who, being duly sworn, acknowledged in my presence and in the presence of the undersigned witnesses that he was authorized to and did execute that instrument in such capacity for the said corporation, as his and its free act and deed.

IN WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed our signatures on this 20th day of December, 2005.

WITNESSES:

/s/ Myrna A. Romain                                                                          /s/ Steven C. McNeal
Myrna A. Romain                                                                             Steven C. McNeal
                                                                                                        Vice President and Treasurer
/s/ Denise A. McMillan
Denise A. McMillan

/s/ Dawn A. Miller
Dawn A. Miller, NOTARY PUBLIC

EXHIBIT A
ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA HOLDINGS, INC.



ARTICLES OF INCORPORATION
OF
ENTERGY LOUISIANA HOLDINGS, INC.

ARTICLE 1

The name of this corporation (sometimes hereinafter referred to as the "Corporation") is and shall be Entergy Louisiana Holdings, Inc.

ARTICLE 2

The Corporation shall have perpetual existence.

ARTICLE 3

The Corporation is being incorporated pursuant to a plan of conversion under which Entergy Louisiana, Inc., a Louisiana corporation formed on October 15, 1974 with its principal place of business located at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126, as the converting entity, is converting into the Corporation, as the converted entity. Articles of Conversion for the Corporation are being filed with the Secretary of State of Texas with these Articles of Incorporation.

ARTICLE 4

The objects and purposes of this Corporation and for which the Corporation is organized are stated and declared to be to engage in any lawful activity for which corporations may be formed under the Texas Business Corporation Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Corporation shall have all powers which corporations may have, and may carry on all businesses of any and every nature and kind which corporations may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from the surplus of its assets over its liabilities including capital, and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any shareholders' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the Corporation.

ARTICLE 5

I

The aggregate number of shares of stock which the Corporation shall have authority to issue and have outstanding at any time is as follows:

II

The shares of each class of Preferred Stock shall have the same rank and shall have the same relative rights except as to matters relating to the par values and voting rights thereof (including matters relating to quorums and adjournments) and those characteristics with respect to which there may be variations among the respective series of Preferred Stock.

The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular series of such class and with respect to the following characteristics:

which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Series H Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series.

III

Further provisions with respect to the Preferred Stock and the Common Stock are and shall be as set forth hereinafter in this Part III of Article 5 and hereinafter in these Articles of Incorporation.

(A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8% per annum on the Series H Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to shareholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Sixth and the Eighth and Ninth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock, from October 29, 1992 with respect to the Series H Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series.

(B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such Preferred Stock in default shall have been paid, the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything herein to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation, then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors.

In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant.

Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any transfer agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice; such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that, if at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the outstanding Preferred Stock is not present in person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting.

(C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding:

(D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:

(E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article 5 and as may otherwise be required by law, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the shareholders of the Corporation. As to any matter upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of $100 Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (1/4) vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. As to any matters requiring or permitting or otherwise calling for or involving the presence of, or the consent or vote of, or any other action by, a particular number or percentage or fraction or portion of the total number of shares of Preferred Stock outstanding, or of the outstanding Preferred Stock, or of the total number of shares of Preferred Stock present in person or by proxy, or of the Preferred Stock present in person or by proxy, for purposes of making such calculation and determination, each share of $100 Preferred Stock shall be considered and counted as one share and each share of $25 Preferred Stock shall be considered and counted as one-quarter (1/4) of a share.

(F) In the event of any voluntary liquidation, dissolution, or winding up of the Corporation, the Preferred Stock shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency, or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notwithstanding any other provision herein to the contrary, no redemption shall be made by the Corporation if such redemption is not permitted under the Act. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not (i) make any payment, or set aside funds for payment, into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, or (ii) redeem, purchase or otherwise acquire less then all of the shares of the Preferred Stock, if, at the time of such payment or setting aside of funds for payment into such sinking fund, or of such redemption, purchase or other acquisition, dividends payable on any of the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, all such defaults shall be cured or unless such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and canceled.

(H) For the purposes of this paragraph (H) and subparagraph (3) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves), (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1953 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements), over the amount charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum or the Common Stock Equity plus item (3) in this paragraph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of the determination of the total capitalization; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to its Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

So long as any of the Second through the Sixth or the Eighth or the Ninth Series Preferred Stock or the Series H Preferred Stock remains outstanding, or there remains outstanding any additional series of Preferred Stock with respect to which the resolution or resolutions of the Board of Directors of the Corporation providing for same makes this sentence applicable, at any time when the aggregate of all amounts credited subsequent to January 1, 1953 to the depreciation reserve account of the Corporation and Louisiana Power & Light Company, a Florida corporation, through charges to operating revenue deductions or otherwise on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation (other than transfers out of the balance of surplus as of December 31, 1952), shall be less than the amount computed as provided in clause (aa) below, under requirements contained in the Corporation's mortgage indentures, then for the purposes of subparagraphs (a) and (b) above, in determining the earnings available for Common Stock dividends during any twelve-month period, the amount to be provided for depreciation in that period shall be (aa) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) for the period from January 1, 1953 to and including said twelve-month period, less (bb) the greater of the cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation, or the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (the latter cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing coexisting mortgage indenture requirements) from January 1, 1953 up to but excluding said twelve-month period; provided that in the event any company other than Louisiana Power & Light Company, a Florida corporation, is merged into the Corporation, the "cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions" referred to above shall be computed without regard, for the period prior to the merger, of property acquired in the merger, and the "cumulative amount charged to depreciation expense on the books of the Corporation and Louisiana Power & Light Company, a Florida corporation," shall be exclusive of amounts provided for such property prior to the merger.

(I) Dividends may be paid upon the Common Stock only when (i) dividends have been paid or declared and funds set apart for the payment of dividends as aforesaid on the Preferred Stock from the dates after which dividends thereon became cumulative, to the beginning of the period then current, with respect to which such dividends on the Preferred Stock are usually declared, and (ii) all payments have been made or funds have been set aside for payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, but whenever (x) there shall have been paid or declared and funds shall have been set apart for the payment of all such dividends upon the Preferred Stock as aforesaid, and (y) all payments shall have been made or funds shall have been set aside for all payments then or theretofore due under the terms of sinking fund requirements (if any) for the purchase or redemption of shares of the Preferred Stock, then, subject to the limitations above set forth, dividends upon the Common Stock may be declared payable then or thereafter, out of any net earnings or surplus of assets over liabilities, including capital, then remaining. After the payment of the limited dividends and/or shares in distribution of assets to which the Preferred Stock is expressly entitled in preference to the Common Stock, in accordance with the provisions hereinabove set forth, the Common Stock alone (subject to the rights of any class of stock hereafter authorized) shall receive all further dividends and shares in distribution.

(J) Subject to the limitations hereinabove set forth the Corporation from time to time may resell any of its own stock, purchased or otherwise acquired by it as hereinafter provided for, at such price as may be fixed by its Board of Directors.

(K) Subject to the limitations hereinabove set forth the Corporation in order to acquire funds with which to redeem any outstanding Preferred Stock, may issue and sell stock of any class then authorized but unissued, bonds, notes, evidences of indebtedness, or other securities.

(L) Subject to the limitations hereinabove set forth the Board of Directors of the Corporation may at any time authorize the conversion or exchange of the whole or any particular share of the outstanding Preferred Stock, with the consent of the holder thereof, into or for stock of any other class at the time of such consent authorized but unissued and may fix the terms and conditions upon which such conversion or exchange may be made; provided that without the consent of the holders of record of two-thirds of the shares of Common Stock outstanding given at a meeting of the holders of the Common Stock called and held as provided by the By-Laws or given in writing without a meeting, the Board of Directors shall not authorize the conversion or exchange of any Preferred Stock into or for Common Stock or authorize the conversion or exchange of any Preferred Stock into or for preferred stock of any other class, if by such conversion or exchange the amount which the holders of the shares of stock so converted or exchanged would be entitled to receive either as dividends or shares in distribution of assets in preference to the Common Stock would be increased.

(M) A consolidation, merger, or amalgamation of the Corporation with or into any other corporation or corporations shall not be deemed a distribution of assets of the Corporation within the meaning of any provisions of these Articles of Incorporation.

(N) The consideration received by the Corporation from the sale of any additional stock without nominal or par value shall be entered in the Corporation's capital stock account.

(O) Subject to the limitations hereinabove set forth, upon the vote of a majority of all the directors of the Corporation and of a majority of the total number of shares of stock then issued and outstanding and entitled to vote (or if the vote of a larger number of shares is required or the holders of a class or series are entitled to vote as a class or series by the laws of the State of Texas, notwithstanding the above agreement of the shareholders of the Corporation to the contrary, then upon the vote of the larger number or class or series of shares so required), the Corporation may from time to time create or authorize one or more other classes of stock with such preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications as may be determined by said vote, which may be the same as or different from the preferences, designations, rights, privileges, powers, restrictions, limitations and qualifications of the classes of stock of the Corporation then authorized. Any such vote authorizing the creation of a new class of stock may provide that all moneys payable by the Corporation with respect to any class of stock thereby authorized shall be paid in the money of any foreign country named therein or designated by the Board of Directors, pursuant to authority therein granted, at a fixed rate of exchange with the money of the United States of America therein stated or provided for and all such payments shall be made accordingly. Any such vote may authorize any shares of any class then authorized but unissued to be issued as shares of such new class or classes.

(P) Subject to the limitations hereinabove set forth, the $100 Preferred Stock or the $25 Preferred Stock or the Common Stock or any of said classes of stock may be increased at any time upon vote of the holders of a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote thereon, irrespective of class.

(Q) If any provision in this Article 5 shall be in conflict or inconsistent with any other provision of the Articles of Incorporation of the Corporation, the provisions of this Article 5 shall prevail and govern.

ARTICLE 6

The street address of the Corporation's initial registered office is Parkwood II Building, Suite 500, 10055 Grogans Mill Road, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Reginald G. Rice.

ARTICLE 7

The number of directors constituting the initial Board of Directors who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualified is three. The names and addresses of the initial directors are:

The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 7. Directors shall be elected at each annual meeting of shareholders and, subject to the provisions of Article 5 hereof, each director so elected shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. The shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Corporation, provided that the number so fixed shall not be less than three (3) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 5 hereof, be elected by the shareholders or by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of shareholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 5 hereof, the shareholders or the Board of Directors may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, the shareholders or the Board of Directors may provide that it shall not become effective until the next election of directors by the shareholders. If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect.

ARTICLE 8

For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, the directors and the shareholders, provision is made as follows:

Executed to be effective as set forth above.

ENTERGY LOUISIANA HOLDINGS, INC.

By: /s/ Michael D. Bakewell

Michael D. Bakewell

President

EXHIBIT B
BY-LAWS
OF
ENTERGY LOUISIANA HOLDINGS, INC.




BY-LAWS
OF
ENTERGY LOUISIANA HOLDINGS, INC.,
a Texas Corporation

ARTICLE I.

OFFICES

The principal business office of the Corporation shall be in The Woodlands, Texas, or in such other location as designated by the Board of Directors. The Corporation may also have offices at such other places as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. Meetings of stockholders, whether annual or special, shall be held at a location fixed by the Board of Directors or by the stockholders.

SECTION 2. Annual Meeting. The annual meeting of stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held on such date and at such time of day as shall have been fixed by the Board of Directors or by the stockholders.

SECTION 3. S pecial Meetings. Special meetings of the stockholders may be held at any time upon the call of (i) a majority of the entire Board of Directors, (ii) the President, (iii) the Chairman of the Board, (iv) the person, if any, designated by the Board of Directors as the Chief Executive Officer, or (v) the holders of not less than a majority of the outstanding stock entitled to vote at the special meeting.

SECTION 4 . Organization . The Chief Executive Officer or, in his absence, a person appointed by him or, in default of such appointment, the officer next in seniority of position (as determined by the Secretary or, in the Secretary's absence, the Assistant Secretary), shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary of the Corporation, if present, shall act as secretary of all meetings of stockholders, and, in his absence, the presiding officer may appoint a secretary.

SECTION 5. Action by Consent. Any action required or permitted to be taken at any meeting of the stockholders, whether annual or special, may be taken without a meeting, if prior to such action a written consent thereto is signed by a sufficient percentage of shareholders to satisfy the minimum requirements of state law.

ARTICLE III.

DIRECTORS

SECTION 1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors.

SECTION 2. Term of Office. The term of office of each Director shall be until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until the earlier death, resignation or removal of such Director.

SECTION 3. Number of Directors. The number of Directors which shall constitute the whole Board of Directors shall be not more than fifteen (15) nor less than three (3), with the exact number at any given time to be fixed by a resolution of the Board of Directors or by the stockholders.

SECTION 4. Meetings; Notice. Meetings of the Board of Directors shall be held at such place as may from time to time be fixed by resolution of the Board or by the Chairman of the Board, the Vice Chairman, the President or a Vice President and as may be specified in the notice or waiver of notice of any meeting. Notice may be written, electronic or oral and may be given at any time prior to the meeting. Notice may be waived by a Director either prior to or following a meeting. Directors present at a meeting shall be deemed to have waived notice thereof. Meetings of the Board of Directors, or any committee thereof, may be held by means of a video conference, a telephone conference or similar communications equipment.

SECTION 5. Quorum. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is present when the meeting is convened, the Directors present may continue to conduct the business of the meeting, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum as fixed above, or the refusal of any Director present to vote.

SECTION 6. Action By Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee, as the case may be.

SECTION 7. Advisory Directors. The stockholders or the Board of Directors may elect one or more Advisory Directors of the Corporation. Advisory Directors may be called upon individually or as a group by the Board of Directors or Officers of the Corporation to give advice and counsel to the Corporation. Advisory Directors shall receive from the Corporation such remuneration as shall be fixed by the Board of Directors. Terms of Advisory Directors shall expire on the day of the Annual Meeting of the Corporation, provided, however, that Advisory Directors shall serve at the pleasure of the Board of Directors and may be removed at any time with or without cause by a vote of the Board of Directors. For the purpose of Article IX (Indemnification) of these By-Laws, Advisory Directors of the Corporation shall enjoy the same rights and privileges as Directors of the Corporation.

SECTION 8. Vacancies; Removal. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by the stockholders or by the Board of Directors, and the Directors so chosen shall hold office until the next annual election. The stockholders may by majority vote remove any Director from his directorship, whether cause shall be assigned for such removal or not.

ARTICLE IV.

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

SECTION 1. Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, establish an Executive Committee of not less than two or more than five members, to serve at the pleasure of the Board of Directors, which Executive Committee shall consist of such directors as the Board of Directors may from time to time designate.

SECTION 2. Procedure . The Executive Committee shall meet at the call of any of the members of the Executive Committee. A majority of the members shall be necessary to constitute a quorum and action shall be taken by a majority vote of those present.

SECTION 3. Powers and Reports. During the intervals between the meetings of the Board of Directors, the Executive Committee shall possess and may exercise, to the full extent authorized by law, all the powers of the Board of Directors in the management and direction of the business and affairs of the Corporation. The taking of an action by the Executive Committee shall be conclusive evidence that the Board of Directors was not in session when such action was taken. The Executive Committee shall keep regular minutes of its proceedings and all action by the Executive Committee shall be reported to the Board of Directors at its meeting next following the meeting of the Executive Committee and shall be subject to revision or alteration by the Board of Directors; provided, that no rights of third parties shall be affected by such revision or alteration.

SECTION 4. Other Committees . From time to time the Board of Directors, by the affirmative vote of a majority of the whole Board of Directors, may appoint other committees for any purpose or purposes, and such committees shall have such powers as shall be conferred by the resolution of appointment; provided, however, that no such committee shall be authorized to exercise the powers of the Board of Directors. The quorum of any such committee so appointed shall be a majority of the membership of that committee.

ARTICLE V.

OFFICERS

SECTION 1. Required and Discretionary Officers. The Board of Directors shall elect individuals to occupy at least three executive offices: President, Secretary and Treasurer. In its discretion, the Board of Directors may elect individuals to occupy other executive offices, including Chief Executive Officer, Chief Operating Officer, Vice President and such other executive offices as the Board shall designate. Officers shall be elected annually and shall hold office until their respective successors shall have been duly elected and qualified, or until such officer shall have died or resigned or shall have been removed by majority vote of the whole Board of Directors. To the extent permitted by law, individuals may occupy more than one office.

SECTION 2. President . The President shall perform duties incident to the office of the president of a corporation and such other duties as from time to time may be assigned to him or her by the Board of Directors, by the Executive Committee or, if the Board has elected a Chief Executive Officer and if the Chief Executive Officer is not the President, by the Chief Executive Officer.

SECTION 3. Vice Presidents . Each Vice President shall have such powers and shall perform such duties as from time to time may be conferred upon or assigned to him or her by the Board of Directors, the Executive Committee, the President or the Chief Executive Officer.

SECTION 4. Secretary . The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors in books provided for the purpose; shall see that all notices are duly given in accordance with the provisions of law and these By-Laws; shall be custodian of the records and of the corporate seal, if any, of the Corporation; shall see that the corporate seal, if any, is affixed to all documents the execution of which under the seal is duly authorized, and, when the seal is so affixed, he may attest the same; and, in general, shall perform all duties incident to the office of the secretary of a corporation, and such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman, the President, the Board of Directors or the Executive Committee. The Secretary shall also keep, or cause to be kept, a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their addresses of record, the number of shares held by them respectively, and the date when they respectively became the owners of stock of the Corporation.

SECTION 5. Treasurer . The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Treasurer, by an assistant Treasurer or by any other individual designated by the Board of Directors. The Treasurer may endorse for collection on behalf of the Corporation, checks, notes and other obligations; may sign receipts and vouchers for payments made to the Corporation singly or jointly with another person as the Board of Directors may authorize; may sign checks of the Corporation and pay out and dispose of the proceeds as the Board of Directors may authorize; shall render or cause to be rendered to the Chief Executive Officer, the Chairman of the Board, the President and the Board of Directors, whenever requested, an account of the financial condition of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as from time to time may be assigned to him by the Chief Executive Officer, the Chairman of the Board, the Vice Chairman, the President, the Board of Directors or the Executive Committee.

SECTION 6. Subordinate Officers . The Board of Directors may appoint such assistant secretaries, assistant treasurers and other officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove such officers and to prescribe the powers and duties thereof.

SECTION 7. Vacancies; Absences. Any vacancy in any of the above offices may be filled by the Board of Directors at any regular or special meeting. Except when the law requires the act of a particular officer, the Board of Directors or the Executive Committee, whenever necessary, may, in the absence of any officer, designate any other officer or properly qualified employee, to perform the duties of the absent officer for the time being, and such designated officer or employee shall have, when so acting, all the powers herein given to such absent officer.

SECTION 8. Resignations . Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the Chief Executive Officer, the Chairman of the Board, the Vice Chairman, the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon written receipt thereof by the Board of Directors or by such officer.

ARTICLE VI.

CAPITAL STOCK

SECTION 1. Stock Certificates. Every stockholder shall be entitled to have a certificate certifying the number of shares owned by him in the Corporation. Stock certificates shall be signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation, if any. Such seal may be facsimile, engraved or printed. Where such certificate is signed (1) by a transfer agent or an assistant transfer agent, other than the Corporation itself, or (2) by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of the Chairman of the Board, the Vice Chairman of the Board, the President, Vice President, Treasurer, Secretary, Assistant Treasurer or Assistant Secretary may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

SECTION 2. Transfer of Shares. The shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney lawfully constituted, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof or guaranty of the authenticity of the signature as the Corporation or its agents may reasonably require. The Board of Directors may appoint one or more transfer agents and registrars of the stock of the Corporation. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact and legal owner thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by law.

SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, mutilated or destroyed, and may require the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, mutilated or destroyed.

ARTICLE VII.

CHECKS, NOTES, ETC.

SECTION 1. Execution of Checks, Notes, etc. All checks and drafts on the Corporation's bank accounts and all bills of exchange, promissory notes, acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or as may be designated in a manner authorized by the Board of Directors.

SECTION 2. Execution of Contracts, Assignments, etc. All contracts, agreements, endorsements, assignments, transfers, stock powers, and other instruments shall be signed by such officer or officers, person or persons, as shall be thereunto authorized by the Board of Directors or as may be designated in a manner authorized by the Board of Directors.

SECTION 3. Voting of Stock and Execution of Proxies . The Chairman of the Board, the Vice Chairman, the President or any Vice President or any other officer of the Corporation designated by the Board of Directors, the Chairman of the Board, or the President shall be authorized to attend any meeting of the equity holders of any other entity in which the Corporation is an owner of equity interests and to vote such interests upon all matters coming before such meeting. The Chairman of the Board, the Vice Chairman, the President or any Vice President may sign and issue proxies to vote such interests.

ARTICLE VIII.

SEAL

The seal, if any, of the Corporation shall show the year of its incorporation and shall be in such form as the Board of Directors shall prescribe. The seal on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE IX.

INDEMNIFICATION

SECTION 1. Indemnification. The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any action, suit, or other proceeding (whether judicial, administrative, arbitrative, or investigative), in any appeal therefrom, or in any inquiry that could lead to any such proceeding, because the person is or was a Director, officer, employee, or agent of the Corporation or serving at the request of the Corporation as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise as follows:

SECTION 2. Expenses Advanced. The Corporation shall pay or reimburse in advance of the final disposition of a proceeding any reasonable expenses incurred by a Director, officer, employee, or agent of the Corporation, or person serving at the request of the Corporation as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise who was, is, or is threatened to be, made a named defendant or respondent in such a proceeding after the Corporation receives a written affirmation by such person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification as set forth herein and a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements.

The termination of a proceeding by judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth herein. A person shall be deemed to have been found liable in respect of any claim, issue, or matter only after the person shall have been so adjudged by a court of competent jurisdiction and after exhaustion of all appeals therefrom.

SECTION 3. Permissive Indemnification. Notwithstanding any limitations of the indemnification provided by Sections 1 and 2, the Corporation may, to the fullest extent authorized by law, indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a Director, officer, employee, or agent of the Corporation or serving at the request of the Corporation as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of any other entity, trust, or employee benefit plan, or other enterprise against all or part of any judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually and reasonably incurred by such person in connection with such proceeding, if it shall be determined in accordance with the applicable procedures set forth in Section 1 that such person is fairly and reasonably entitled to such indemnification.

SECTION 4. Miscellaneous. For purposes of this Article, and without any limitation whatsoever upon the generality thereof, the term "fines" as used herein shall be deemed to include (i) penalties imposed by the Nuclear Regulatory Commission (the "NRC") pursuant to Section 206 of the Energy Reorganization Act of 1974 and Part 21 of NRC regulations thereunder, as they may be amended from time to time, and any other penalties, whether similar or dissimilar, imposed by the NRC, and (ii) excise taxes assessed with respect to an employee benefit plan pursuant to the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, ("ERISA"). For purposes of determining the entitlement of a director, officer or employee of the Corporation to indemnification under this Article, the term "other enterprise" shall be deemed to include an employee benefit plan governed by ERISA. The Corporation shall be deemed to have requested such person to serve as a director, officer or employee of such a plan where such person is a trustee of the plan or where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise involves services by, such person to such plan or its participants or beneficiaries, and action taken or permitted by such person in the performance of his duties with respect to such employee benefit plan for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to meet the standard of conduct required for indemnification hereunder. Any act, omission, step or conduct taken or had in good faith which is required, authorized or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935 or any other federal statute or any state statute or municipal ordinance shall be deemed to meet the standard of conduct required for indemnification hereunder.

SECTION 5. Other Provisions. The protection and indemnification provided by these Regulations (a) shall not be deemed exclusive of any other rights to which such person may be entitled under any agreement, insurance policy, or vote of the Directors or stockholders, or otherwise; (b) shall continue as to any person who has ceased to serve in the capacity which initially entitled such person to indemnity and advancement of expenses; and (c) shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of such person. The rights granted by this Article IX shall be deemed to be contract rights, and no amendment, modification, or repeal of any provision of this Article IX shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification, or repeal.

ARTICLE X.

CONFLICTS

In the event that any provisions of these By-Laws conflict with the Articles of Incorporation, with state or federal statutes, or with any statement of preferences, designations, rights, privileges, powers, restrictions, limitations or qualifications of any class or series of the Corporation's preferred stock, the Articles of Incorporation, such statutes, or such statement shall take precedence over such provisions of these By-Laws.

ARTICLE XI.

AMENDMENTS

Subject to the provisions of applicable law and of the Articles of Incorporation, these By-Laws may be altered, amended or repealed and new By-Laws adopted either by the stockholders or by the Board of Directors.

Exhibit A-6(i)

This Plan of Merger (this "Plan") is entered into effective as of the effective time (the "Effective Time") specified in the Articles of Merger of Entergy Louisiana Holdings, Inc. (the "Articles of Merger") with respect to the merger contemplated herein (the "Merger") and certifies and sets forth the following:

1. The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized are:

Name	Type of Entity	Jurisdiction
Entergy Louisiana Holdings, Inc.	Corporation	Texas

2. The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized are:

Name	Type of Entity	Jurisdiction
Entergy Louisiana Holdings, Inc.	Corporation	Texas

3. The name of each new domestic or foreign corporation or other entity that is to be created by the terms of this Plan, the type of each such entity, and the jurisdiction in which each such entity is organized are:

Name	Type of Entity	Jurisdiction
Entergy Louisiana, LLC	Limited Liability Company	Texas
Entergy Louisiana Properties, LLC	Limited Liability Company	Texas

4. This Plan has been approved as required by Articles 5.01 and 5.03 of the Texas Business Corporation Act (the "Act").
5. The Articles of Incorporation of Entergy Louisiana Holdings, Inc., the party to the Merger that is to survive the Merger, are on file in the records of the Secretary of State of Texas, a copy of which is attached hereto as Exhibit A .
6. The Articles of Organization of Entergy Louisiana, LLC, a new domestic limited liability company that is to be created by the terms of this Plan, are being filed with the Secretary of State of Texas with the Articles of Merger and are attached hereto as Exhibit B .
7. The Articles of Organization of Entergy Louisiana Properties, LLC, a new domestic limited liability company that is to be created by the terms of this Plan, are being filed with the Secretary of State of Texas with the Articles of Merger and are attached hereto as Exhibit C .
8. The terms and conditions of the Merger are as follows:

1. All real estate and other property (tangible and intangible, movable and immovable) owned, held, leased, and claimed by Entergy Louisiana Holdings, Inc. immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, including, but not limited to, that described in Schedule 1 attached hereto, shall be allocated to and vested in Entergy Louisiana, LLC, except that the property described in Schedule 2 attached hereto shall continue to be allocated to and vested in Entergy Louisiana Holdings, Inc. and the real estate and other property described in Schedule 3 attached hereto shall be allocated to and vested in Entergy Louisiana Properties, LLC;
2. Entergy Louisiana Holdings, Inc. shall be obligated for the payment of the fair value of any shares held by a shareholder of any domestic corporation that is a party to the Merger who has the right to dissent from this Plan and who has complied with the requirements of Article 5.12 of the Act for the recovery of the fair value of his shares; and
3. Subject to the provisions of paragraphs 12, 13, and 14 of this Plan, all liabilities and obligations of Entergy Louisiana Holdings, Inc. immediately prior to the Effective Time shall be allocated to and vested in Entergy Louisiana, LLC, except that the liabilities and obligations described in Schedule 4 attached hereto shall continue to be allocated to and vested in Entergy Louisiana Holdings, Inc. and the liabilities and obligations described in Schedule 5 attached hereto shall be allocated to and vested in Entergy Louisiana Properties, LLC.

9. Following the Merger and implementation of this Plan, the shareholders of Entergy Louisiana Holdings, Inc., the party to the Merger, shall continue to be the shareholders of Entergy Louisiana Holdings, Inc. with the same ownership rights and interests as they had in Entergy Louisiana Holdings, Inc. immediately prior to the Merger:

1. 100% of the Common Stock of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Common Stock of Entergy Louisiana Holdings, Inc., each share of Common Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Common Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
2. 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the First Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of First Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of First Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
3. 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Second Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Second Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Second Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
4. 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Third Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Third Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Third Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
5. 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Fourth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Fourth Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Fourth Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
6. 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Fifth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Fifth Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Fifth Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
7. 100% of the Sixth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Sixth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Sixth Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Sixth Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
8. 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Eighth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Eighth Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Eighth Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan;
9. 100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Ninth Series Preferred Stock, with a par value of $100.00 per share, of Entergy Louisiana Holdings, Inc., each share of Ninth Series Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Ninth Series Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan; and
10. 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of Entergy Louisiana Holdings, Inc. shall continue to be 100% of the Series H Preferred Stock, with a par value of $25.00 per share, of Entergy Louisiana Holdings, Inc., each share of Series H Preferred Stock of Entergy Louisiana Holdings, Inc. prior to the Merger and implementation of this Plan being one (1) share of Series H Preferred Stock of Entergy Louisiana Holdings, Inc. following the Merger and the implementation of this Plan.

10. One hundred forty-six million, nine hundred seventy thousand, six hundred seven (146,970,607) Units of Common Membership Interests of Entergy Louisiana, LLC shall be issued and allocated to and vested in Entergy Louisiana Holdings, Inc. in consideration for the allocation of property to Entergy Louisiana, LLC as set forth in this Plan, and such membership interests of Entergy Louisiana, LLC shall then represent all its issued and outstanding Common Membership Interests.
11. One hundred (100) Units of Common Membership Interests of Entergy Louisiana Properties, LLC shall be issued and allocated to and vested in Entergy Louisiana Holdings, Inc. in consideration for the allocation of property to Entergy Louisiana Properties, LLC as set forth in this Plan, and such membership interests of Entergy Louisiana Properties, LLC shall then represent all its issued and outstanding Common Membership Interests.
12. In satisfaction of the requirements of Section C of Article 5.04 of the Act, and notwithstanding paragraph 8(c) of this Plan, Entergy Louisiana Holdings, Inc. agrees that it will be responsible for the timely payment of all fees and franchise taxes required by law to be paid for all periods prior to the Effective Time of the Merger. If such fees and franchise taxes are not timely paid, all the surviving and new corporations or other entities will be obligated to pay them. Each surviving and new corporation or other entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.
13. Entergy Louisiana, LLC shall be the primary obligor for all liabilities and obligations allocated to and vested in it under paragraph 8(c) of this Plan, and Entergy Louisiana Holdings, Inc. shall have continuing liability thereon as provided by law, provided that, as between Entergy Louisiana Holdings, Inc. and Entergy Louisiana, LLC, Entergy Louisiana Holdings, Inc. shall have all rights of a surety against Entergy Louisiana, LLC as a primary obligor for all payments made and costs incurred by Entergy Louisiana Holdings, Inc. in respect of such liabilities and obligations. Entergy Louisiana, LLC agrees to indemnify and to defend Entergy Louisiana Holdings, Inc. against, and to reimburse Entergy Louisiana Holdings, Inc. for any payments made and costs incurred by it in respect of, such liabilities and obligations.
14. Entergy Louisiana Properties, LLC shall be the primary obligor for all liabilities and obligations allocated to and vested in it under paragraph 8(c) of this Plan, and Entergy Louisiana Holdings, Inc. shall have continuing liability thereon as provided by law, provided that, as between Entergy Louisiana Holdings, Inc. and Entergy Louisiana Properties, LLC, Entergy Louisiana Holdings, Inc. shall have all rights of a surety against Entergy Louisiana Properties, LLC as a primary obligor for all payments made and costs incurred by Entergy Louisiana Holdings, Inc. in respect of such liabilities and obligations. Entergy Louisiana Properties, LLC agrees to indemnify and to defend Entergy Louisiana Holdings, Inc. against, and to reimburse Entergy Louisiana Holdings, Inc. for any payments made and costs incurred by it in respect of, such liabilities and obligations.
15. The Effective Time of the Merger shall be as specified in the Articles of Merger (or, as applicable, in a Statement Regarding Delayed Effective Condition filed with the Secretary of State of Texas pursuant to Article 10.03 of the Act).
16. At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the party to the Merger, without shareholder action, by (a) execution of a statement of abandonment by any officer of Entergy Louisiana Holdings, Inc. or in any other manner determined by the board of directors of Entergy Louisiana Holdings, Inc. and (b) if the Articles of Merger have been filed but the Effective Time has not yet occurred, filing such statement with the Secretary of State of Texas prior to the Effective Time as provided for in Section L of Article 5.03 of the Act.
17. Entergy Louisiana Holdings, Inc. reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules) and the Articles of Merger prior to the Effective Time, and if such right is exercised the Plan and Articles of Merger, as so amended, modified, or supplemented, shall be the Plan and Articles of Merger that become effective as of the Effective Time.
18. A copy of this Plan will be furnished by each surviving or new domestic or foreign corporation or other entity, on written request and without cost, to any shareholder of each domestic corporation and any member of each limited liability company that is a party to or created by this Plan, and to any creditor or obligee of the party to the Merger at the time of the Merger if such obligation is then outstanding.
19. Entergy Louisiana Holdings, Inc., Entergy Louisiana, LLC, and Entergy Louisiana Properties, LLC will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further acts, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

In witness whereof the sole party to the Merger has executed this Plan of Merger as set forth above.

ARTICLE 1

The name of this corporation (sometimes hereinafter referred to as the "Corporation") is and shall be Entergy Louisiana Holdings, Inc.

ARTICLE 2

The Corporation shall have perpetual existence.

ARTICLE 3

The Corporation is being incorporated pursuant to a plan of conversion under which Entergy Louisiana, Inc., a Louisiana corporation formed on October 15, 1974 with its principal place of business located at 4809 Jefferson Highway, Jefferson, Louisiana 70121-3126, as the converting entity, is converting into the Corporation, as the converted entity. Articles of Conversion for the Corporation are being filed with the Secretary of State of Texas with these Articles of Incorporation.

ARTICLE 4

The objects and purposes of this Corporation and for which the Corporation is organized are stated and declared to be to engage in any lawful activity for which corporations may be formed under the Texas Business Corporation Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Corporation shall have all powers which corporations may have, and may carry on all businesses of any and every nature and kind which corporations may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Corporation or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Corporation, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer shares of its own capital stock, provided that the Corporation shall not purchase its own shares of capital stock except from the surplus of its assets over its liabilities including capital, and provided, further, that the shares of its own capital stock owned by the Corporation shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any shareholders' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Incorporation or any amendment thereof or necessary or incidental to the protection and benefit of the Corporation.

ARTICLE 5

I

The aggregate number of shares of stock which the Corporation shall have authority to issue and have outstanding at any time is as follows:

II

The shares of each class of Preferred Stock shall have the same rank and shall have the same relative rights except as to matters relating to the par values and voting rights thereof (including matters relating to quorums and adjournments) and those characteristics with respect to which there may be variations among the respective series of Preferred Stock.

The shares of each series of Preferred Stock shall have the same rank and shall have the same relative rights except with respect to such characteristics as are peculiar to or pertain only to the particular series of such class and with respect to the following characteristics:

which different characteristics of clauses (a), (b), and (c) above are herein set forth with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock and of clauses (a), (b), (c), and (d) above are herein set forth with respect to the Series H Preferred Stock, and, with respect to each additional series of Preferred Stock, the designation of the class thereof and the different characteristics of clauses (a), (b), (c), and (d) above shall be set forth in the resolution or resolutions of the Board of Directors of the Corporation providing for such series.

III

Further provisions with respect to the Preferred Stock and the Common Stock are and shall be as set forth hereinafter in this Part III of Article 5 and hereinafter in these Articles of Incorporation.

(A) The Preferred Stock shall be entitled, but only when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Common Stock, to dividends at the rate of 4.96% per annum on the First Series Preferred Stock, at the rate of 4.16% per annum on the Second Series Preferred Stock, at the rate of 4.44% per annum on the Third Series Preferred Stock, at the rate of 5.16% per annum on the Fourth Series Preferred Stock, at the rate of 5.40% per annum on the Fifth Series Preferred Stock, at the rate of 6.44% per annum on the Sixth Series Preferred Stock, at the rate of 7.84% per annum on the Eighth Series Preferred Stock, at the rate of 7.36% per annum on the Ninth Series Preferred Stock, at the rate of 8% per annum on the Series H Preferred Stock, of the par value thereof, and no more, and at such rate per annum on each additional series as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for the issuance of the shares of such series, payable quarterly on February 1, May 1, August 1 and November 1 of each year to shareholders of record as of a date, not exceeding forty (40) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the last date to which dividends upon the First through Sixth and the Eighth and Ninth Series Preferred Stock of Louisiana Power & Light Company, a Florida corporation, are paid, with respect to the First through Sixth and the Eighth and Ninth Series Preferred Stock, from October 29, 1992 with respect to the Series H Preferred Stock, and from such date with respect to each additional series, if made cumulative in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series, as shall be fixed in and by such resolution or resolutions, provided that, if such resolution or resolutions so provide, the first dividend payment date for any such additional series may be the dividend payment date next succeeding the dividend payment date immediately following the issuance of the shares of such series.

(B) If and when dividends payable on any of the Preferred Stock of the Corporation at any time outstanding shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any such Preferred Stock in default shall have been paid, the holders of the Preferred Stock, voting separately as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of the Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Corporation, anything herein to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Corporation at the time shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Corporation, then, and only in that event, the directors of the Corporation in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Corporation. Thereafter, while such default continues and the majority of the Board of Directors is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify.

If and when all dividends then in default on the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any special right with respect to the election of directors, and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such special rights in the holders of the Preferred Stock in case of further like defaults in the payment of dividends thereon as described in the immediately foregoing paragraph. Upon termination of any such special voting right upon payment of all accumulated and unpaid dividends on the Preferred Stock, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preferred Stock as a class, pursuant to such special voting right, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors.

In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting separately as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected, if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. Likewise, in case of any vacancy in the office of a director occurring among the directors not elected by the holders of the Preferred Stock, the remaining directors not elected by the holders of the Preferred Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant.

Whenever the right shall have accrued to the holders of the Preferred Stock to elect directors, voting separately as a class, it shall be the duty of the President, a Vice President or the Secretary of the Corporation forthwith to call and cause notice to be given to the shareholders entitled to vote of a meeting to be held at such time as the Corporation's officers may fix, not less than forty-five (45) nor more than sixty (60) days after the accrual of such right, for the purpose of electing directors. The notice so given shall be mailed to each holder of record of the Preferred Stock at his last known address appearing on the books of the Corporation and shall set forth, among other things, (i) that by reason of the fact that dividends payable on the Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting separately as a class, have the right to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors of the Corporation, (ii) that any holder of the Preferred Stock has the right, at any reasonable time, to inspect, and make copies of, the list or lists of holders of the Preferred Stock maintained at the principal office of the Corporation or at the office of any transfer agent of the Preferred Stock, and (iii) either the entirety of this paragraph or the substance thereof with respect to the number of shares of the Preferred Stock required to be represented at any meeting, or adjournment thereof, called for the election of directors of the Corporation. At the first meeting of shareholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors; provided, however, that in the absence of a quorum of the holders of the Preferred Stock, no election of directors shall be held, but a majority of the holders of the Preferred Stock who are present in person or by proxy shall have power to adjourn the election of the directors to a date not less than fifteen (15) nor more than fifty (50) days from the giving of the notice of such adjourned meeting hereinafter provided for; and provided, further, that at such adjourned meeting, the presence in person or by proxy of the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors. In the event such first meeting of shareholders shall be so adjourned, it shall be the duty of the President, a Vice President or the Secretary of the Corporation, within ten (10) days from the date on which such first meeting shall have been adjourned, to cause notice of such adjourned meeting to be given to the shareholders entitled to vote thereat, such adjourned meeting to be held not less than fifteen (15) days nor more than fifty (50) days from the giving of such second notice; such second notice shall be given in the form and manner hereinabove provided for with respect to the notice required to be given of such first meeting of shareholders, and shall further set forth that a quorum was not present at such first meeting and that the holders of 35% of the outstanding Preferred Stock shall be required to constitute a quorum of such class for the election of directors at such adjourned meeting. If the requisite quorum of holders of the Preferred Stock shall not be present at said adjourned meeting, then the directors of the Corporation then in office shall remain in office until the next Annual Meeting of the Corporation, or special meeting in lieu thereof and until their successors shall have been elected and shall qualify. Neither such first meeting nor such adjourned meeting shall be held on a date within sixty (60) days of the date of the next Annual Meeting of the Corporation or special meeting in lieu thereof. At each Annual Meeting of the Corporation, or special meeting in lieu thereof, held during such time as the holders of the Preferred Stock, voting separately as a class, shall have the right to elect a majority of the Board of Directors, the foregoing provisions of this paragraph shall govern each Annual Meeting, or special meeting in lieu thereof, as if said Annual Meeting or special meeting were the first meeting of shareholders held for the purpose of electing directors after the right of the holders of the Preferred Stock, voting separately as a class, to elect a majority of the Board of Directors, should have accrued with the exception, that, if at any adjourned annual meeting, or special meeting in lieu thereof, 35% of the outstanding Preferred Stock is not present in person or by proxy, all the directors shall be elected by a vote of the holders of a majority of the Common Stock of the Corporation present or represented at the meeting.

(C) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Preferred Stock then outstanding:

(D) So long as any shares of the Preferred Stock are outstanding, the Corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the Preferred Stock then outstanding:

(E) Each holder of Common Stock of the Corporation shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. Except as hereinbefore expressly provided in this Article 5 and as may otherwise be required by law, the holders of the Preferred Stock shall have no power to vote and shall be entitled to no notice of any meeting of the shareholders of the Corporation. As to any matter upon which holders of the Preferred Stock are entitled to vote as hereinbefore expressly provided, each holder of $100 Preferred Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation, and each holder of $25 Preferred Stock shall be entitled to one-quarter (1/4) vote, in person or by proxy, for each share of such stock standing in his name on the books of the Corporation. As to any matters requiring or permitting or otherwise calling for or involving the presence of, or the consent or vote of, or any other action by, a particular number or percentage or fraction or portion of the total number of shares of Preferred Stock outstanding, or of the outstanding Preferred Stock, or of the total number of shares of Preferred Stock present in person or by proxy, or of the Preferred Stock present in person or by proxy, for purposes of making such calculation and determination, each share of $100 Preferred Stock shall be considered and counted as one share and each share of $25 Preferred Stock shall be considered and counted as one-quarter (1/4) of a share.

(F) In the event of any voluntary liquidation, dissolution, or winding up of the Corporation, the Preferred Stock shall have a preference over the Common Stock until an amount equal to the then current redemption price shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Corporation, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Corporation, by (i) the United States Government or any authority, agency, or instrumentality thereof, (ii) a state of the United States or any political subdivision, authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the Preferred Stock shall also have a preference over the Common Stock until the full par value thereof and an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution.

(G) Upon the affirmative vote of a majority of the shares of the issued and outstanding Common Stock at any annual meeting, or any special meeting called for that purpose, the Corporation may at any time redeem all of any series of the Preferred Stock or may from time to time redeem any part thereof, by paying in cash, as to the First Series Preferred Stock, a redemption price of $104.25 per share, as to the Second Series Preferred Stock, a redemption price of $104.21 per share, as to the Third Series Preferred Stock, a redemption price of $104.06 per share, as to the Fourth Series Preferred Stock, a redemption price of $104.18 per share, as to the Fifth Series Preferred Stock, a redemption price of $103.00 per share, as to the Sixth Series Preferred Stock, a redemption price of $102.92 per share, as to the Eighth Series Preferred Stock, a redemption price of $107.70 per share if redeemed on or prior to April 1, 1981, $105.74 per share if redeemed subsequent to April 1, 1981 but on or prior to April 1, 1986, and $103.78 per share if redeemed subsequent to April 1, 1986, as to the Ninth Series Preferred Stock, a redemption price of $107.04 per share if redeemed on or prior to January 1, 1982, $105.20 per share if redeemed subsequent to January 1, 1982 but on or prior to January 1, 1987, and $103.36 per share if redeemed subsequent to January 1, 1987, and as to the Series H Preferred Stock, a redemption price of $25.00 per share (except that no share of the Series H Preferred Stock shall be redeemed on or before October 1, 1997), and as to each additional series such redemption price or prices, with such restrictions or limitations, if any, on redemption or refunding, as shall be fixed in and by the resolution or resolutions of the Board of Directors of the Corporation providing for such series; plus, in each case where applicable, an amount equivalent to the accumulated and unpaid dividends, if any, to the date fixed for redemption. Notwithstanding any other provision herein to the contrary, no redemption shall be made by the Corporation if such redemption is not permitted under the Act. Nothing herein contained shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of the Preferred Stock; provided, however, that, so long as any shares of the Preferred Stock are outstanding, the Corporation shall not (i) make any payment, or set aside funds for payment, into any sinking fund for the purchase or redemption of any shares of the Preferred Stock, or (ii) redeem, purchase or otherwise acquire less then all of the shares of the Preferred Stock, if, at the time of such payment or setting aside of funds for payment into such sinking fund, or of such redemption, purchase or other acquisition, dividends payable on any of the Preferred Stock shall be in default in whole or in part, unless, prior to or concurrently with such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, all such defaults shall be cured or unless such payment or setting aside of funds for payment into such sinking fund, and/or such redemption, purchase or other acquisition, as the case may be, shall have been ordered, approved or permitted under the Public Utility Holding Company Act of 1935. Any shares of the Preferred Stock so redeemed, purchased or acquired shall be retired and canceled.

(H) For the purposes of this paragraph (H) and subparagraph (3) of paragraph (D) the term "Common Stock Equity" shall mean the aggregate of the par value of, or stated capital represented by, the outstanding shares (other than shares owned by the Corporation) of stock ranking junior to the Preferred Stock as to dividends and assets, of the premium on such junior stock and of the surplus (including earned surplus, capital surplus and surplus invested in plant) of the Corporation less (unless the amounts or items are being amortized or are being provided for by reserves), (1) any amounts recorded on the books of the Corporation for utility plant and other plant in excess of the original cost thereof, (2) unamortized debt discount and expense, capital stock discount and expense and any other intangible items set forth on the asset side of the balance sheet as a result of accounting convention, (3) the excess, if any, of the aggregate amount payable on involuntary liquidation, dissolution or winding up of the affairs of the Corporation upon all outstanding Preferred Stock over the aggregate par or stated value thereof and any premiums thereon and (4) the excess, if any, for the period beginning with January 1, 1953 to the end of a month within ninety (90) days preceding the date as of which Common Stock Equity is determined, of the cumulative amount computed under requirements contained in the Corporation's mortgage indentures relating to minimum depreciation provisions (this cumulative amount being the aggregate of the largest amounts separately computed for entire periods of differing co-existing mortgage indenture requirements), over the amount charged by the Corporation and Louisiana Power & Light Company, a Florida corporation, on their books for depreciation during such period, including the final fraction of a year. For the purpose of this paragraph (H): (i) the term "total capitalization" shall mean the sum or the Common Stock Equity plus item (3) in this paragraph (H) and the stated capital applicable to, and any premium on, outstanding stock of the Corporation not included in Common Stock Equity, and the principal amount of all outstanding debt of the Corporation maturing more than twelve months after the date of the determination of the total capitalization; and (ii) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Corporation or other stock, if any, subordinate to its Preferred Stock as to dividends or other distributions. So long as any shares of the Preferred Stock are outstanding, the Corporation shall not declare or pay any dividends on the Common Stock, except as follows:

The Board of Directors shall consist of such number of directors as shall be determined from time to time as provided in this Article 7. Directors shall be elected at each annual meeting of shareholders and, subject to the provisions of Article 5 hereof, each director so elected shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified. The shareholders or the Board of Directors shall have the power from time to time to fix the number of directors of the Corporation, provided that the number so fixed shall not be less than three (3) and not more than fifteen (15). If the number of directors is increased, the additional directors may, to the extent permitted by law and subject to the provisions of Article 5 hereof, be elected by the shareholders or by a majority of the directors in office at the time of the increase, or, if not so elected prior to the next annual meeting of shareholders, such additional directors shall be elected at such annual meeting. If the number of directors is decreased and the decrease does not exceed the number of vacancies in the Board then existing, then, subject to the provisions of Article 5 hereof, the shareholders or the Board of Directors may provide that it shall become effective forthwith; and to the extent that the decrease does exceed such number of vacancies, the shareholders or the Board of Directors may provide that it shall not become effective until the next election of directors by the shareholders. If, after the number of directors shall have been fixed by such resolution, such resolution shall be ineffective or shall cease to be in effect for any cause other than by being superseded by another such resolution, the number of directors shall be that number specified in the latest of such resolutions, whether or not such resolution continues in effect.

ARTICLE 8

For the regulation of the business and for the conduct of the affairs of the Corporation, and to create, divide, limit and regulate the powers of the Corporation, the directors and the shareholders, provision is made as follows:

Executed to be effective as set forth above.

ENTERGY LOUISIANA HOLDINGS, INC.

By: /s/ Michael D. Bakewell

Michael D. Bakewell

President

ARTICLE 1

The name of this limited liability company (sometimes hereinafter referred to as the "Company") is and shall be Entergy Louisiana, LLC.

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

The Company is being organized pursuant to a plan of merger. Articles of Merger for the Company are being filed with the Secretary of State of Texas with these Articles of Organization.

ARTICLE 4

The objects and purposes of this Company and for which the Company is organized are stated and declared to be to engage in any lawful activity for which limited liability companies may be formed under the Texas Limited Liability Company Act (the "Act"), including specifically, but not by way of limitation, the purchasing or otherwise acquiring, holding, mortgaging or otherwise encumbering, and selling or otherwise alienating of real estate and all forms of immovable property, as well as all forms of personal and mixed property; and further, and without in any way limiting the foregoing, the Company shall have all powers which limited liability companies may have, and may carry on all businesses of any and every nature and kind which limited liability companies may carry on, under the Act, including, but not by way of limitation, the following business or businesses:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, pledge, mortgage, encumber, hypothecate, finance, deal in, construct, build, install, equip, improve, use, operate, maintain and work upon:

To acquire, buy, hold, own, sell, lease, exchange, dispose of, transmit, distribute, deal in, use, manufacture, produce, furnish and supply electricity, power, energy, gas, light, heat and water in any form and for any purposes whatsoever;

To purchase, acquire, develop, hold, own and dispose of lands, interests in and rights with respect to lands and waters and fixed and movable or personal property necessary or suitable for the carrying out of any of the foregoing powers;

To borrow money and contract debts when necessary for the transaction of the business of the Company or for the exercise of its rights, privileges or franchises or for any other lawful purpose of its organization; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidences of indebtedness payable at a specified time or times or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed or in payment for property purchased or acquired or any other lawful objects;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock or other evidences of ownership of, or any bonds, securities or evidences of indebtedness created by, any other entity or entities organized under the laws of the State of Texas or of any other state or government and formed for the purpose of carrying out any of the foregoing powers and, while the owner of such stock or other evidence of ownership, to exercise all the rights, powers and privileges of ownership, including the right to vote thereon, and to do any acts designed to protect, preserve, improve or enhance the value of any property at any time held or controlled by the Company, or in which it may be at any time interested; and to organize or promote or facilitate the organization of subsidiary companies for the purpose of carrying out any of the foregoing powers;

To purchase, hold, sell and transfer units of its own membership interests, provided the units of its own membership interests owned by the Company shall not be voted upon directly or indirectly, nor counted as outstanding for the purposes of any members' quorum or vote;

To conduct business at one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Texas and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and foreign countries;

In any manner to acquire, enjoy, utilize and to dispose of patents, copyrights and trademarks and any licenses or other rights or interests therein and thereunder necessary for and in its opinion useful or desirable for or in connection with the foregoing powers;

To purchase acquire, hold, own and dispose of franchises, concessions, consents, privileges and licenses necessary for and in its opinion useful or desirable for or in connection with the foregoing powers; and

To do all and everything necessary and proper for the accomplishment of the objects enumerated in these Articles of Organization or any amendment thereof or necessary or incidental to the protection and benefit of the Company.

Lack of capacity of the Company shall never be made the basis of any claim or defense at law or in equity.

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 500, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Reginald G. Rice.

ARTICLE 6

The Company shall be managed under the authority of managers, each of whom shall be called a "Director" for all purposes, who together shall constitute the Company's "Board of Directors".

The number of Directors constituting the initial managers who are to serve until the first annual meeting of members or until their successors be elected and qualified is four.

The names and addresses of the initial Directors are:

The Directors shall not be agents of the Company for the purpose of its business pursuant to Section C of Article 2.21 of the Act and shall not individually have the authority to act for the Company or otherwise bind the Company. All such authority to act for the Company or otherwise bind the Company shall be vested in the Company's President and other officers as provided in the Company's Regulations.

ARTICLE 7

For the regulation of the business and for the conduct of the affairs of the Company, further provision is made as follows:

The undersigned organizer signs these Articles of Organization subject to the penalty imposed by Article 9.02 of the Act for the submission of a false or fraudulent document.

ARTICLE 1

The name of this limited liability company (sometimes hereinafter referred to as the "Company") is and shall be Entergy Louisiana Properties, LLC.

ARTICLE 2

The Company shall have perpetual existence.

ARTICLE 3

The Company is being organized pursuant to a plan of merger. Articles of Merger for the Company are being filed with the Secretary of State of Texas with these Articles of Organization.

ARTICLE 4

The objects and purposes of this Company and for which the Company is organized are stated and declared to be to engage in any lawful activity for which limited liability companies may be formed under the Texas Limited Liability Company Act (the "Act").

ARTICLE 5

The street address of the Company's initial registered office is 10055 Grogans Mill Road, Parkwood II Building, Suite 500, The Woodlands, Texas 77380-1048, and the name of its initial registered agent at that address is Reginald G. Rice.

ARTICLE 6

The Company shall be managed under the authority of managers, each of whom shall be called a "Director" for all purposes, who together shall constitute the Company's "Board of Directors".

The number of Directors constituting the initial managers who are to serve until the first annual meeting of members or until their successors be elected and qualified is four.

The names and addresses of the initial Directors are:

The Directors shall not be agents of the Company for the purpose of its business pursuant to Section C of Article 2.21 of the Act and shall not individually have the authority to act for the Company or otherwise bind the Company. All such authority to act for the Company or otherwise bind the Company shall be vested in the Company's President and other officers as provided in the Company's Regulations.

ARTICLE 7

For the regulation of the business and for the conduct of the affairs of the Company, further provision is made as follows:

The undersigned organizer signs these Articles of Organization subject to the penalty imposed by Article 9.02 of the Act for the submission of a false or fraudulent document.

All of the following property, whether located within the State of Louisiana or outside the State of Louisiana, or whether located within the State of Texas or outside the State of Texas:

1. The electric generating plants, plant sites and stations, and all ownership interests therein, of Entergy Louisiana Holdings, Inc., including all electric works, power houses, buildings, pipe lines and structures owned by Entergy Louisiana Holdings, Inc. and all land of Entergy Louisiana Holdings, Inc. on which the same are situated and all of the lands of Entergy Louisiana Holdings, Inc., together with the buildings and improvements thereon, and all rights, ways, servitudes, prescriptions, and easements, rights-of-way, permits, privileges, licenses, poles, wires, machinery, implements, equipment and appurtenances, forming a part of said plants, sites, stations, lands, or property or any of them, or used or enjoyed, or capable of being used or enjoyed in conjunction with any of said power plants, sites, stations, lands, or property;

2. The electric substations, switching stations, microwave installations and UHF-VHF installations of Entergy Louisiana Holdings, Inc., and the sites therefor, including all buildings, structures, towers, poles, all equipment, appliances and devices for transforming, converting, switching, transmitting and distributing electric energy, and for communications, and the lands of Entergy Louisiana Holdings, Inc. on which the same are situated, and all of the lands, rights, ways, servitudes, prescriptions, easements, rights-of-way, permits, privileges, machinery, equipment, appliances, devices, licenses and appurtenances of Entergy Louisiana Holdings, Inc. forming a part of said substations, switching stations, microwave installations, UHF-VHF installations, or lands, or any of them, or used or enjoyed or capable of being used or enjoyed in conjunction with any of them;

3. All and singular the miscellaneous lands and real estate or rights and interests therein of Entergy Louisiana Holdings, Inc.;

4. The electric transmission lines of Entergy Louisiana Holdings, Inc., including the structures, towers, poles, wires, cables, switch racks, conductors, transformers, pole type substations, insulators and all appliances, devices and equipment used or useful in connection with said transmission lines and systems, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof, through, over, under or upon any public streets or highways or other lands, public or private;

5. The electric submarine cables of Entergy Louisiana Holdings, Inc., including the wires, cables, switch racks, conductors, conduits, transformers, substations, insulators and all appliances, devices and equipment used or useful in connection with said submarine cables, and all other property, real, personal or mixed, forming a part thereof or appertaining thereto, together with all rights-of-way, easements, prescriptions, servitudes, permits, privileges, licenses, consents, immunities and rights for or relating to the construction, maintenance or operation thereof;

And also all extensions, replacements, branches, taps, developments and improvements of said submarine cables, or any of them, and all other submarine cables owned by Entergy Louisiana Holdings, Inc. wherever situated, as well as all of the rights-of-way, easements, permits, privileges, licenses, consents, immunities and rights of Entergy Louisiana Holdings, Inc. for or relating to the construction, maintenance or operation thereof;

6. The electric distribution lines and systems of Entergy Louisiana Holdings, Inc., including the structures, towers, poles, wires, insulators and appurtenances, appliances, conductors, conduits, cables, transformers, meters, regulator stations and regulators, accessories, devices and equipment and all of the other property of Entergy Louisiana Holdings, Inc., real, personal or mixed, forming a part of or used, occupied or enjoyed in connection with or in anywise appertaining to said distribution lines and systems, together with all of the rights-of-way, easements, permits, prescriptions, privileges, municipal or other franchises, licenses, consents, immunities and rights of Entergy Louisiana Holdings, Inc. for or relating to the construction, maintenance or operation thereof, through, over, under, or upon any public streets or highways, public or private lands, including all additions, improvements or replacements to all of the distribution systems wherever located;

And also all branches, extensions, improvements and developments of or appertaining to or connected with said distribution lines, systems or any of them, and all other distribution systems of Entergy Louisiana Holdings, Inc. and parts and portions thereof, wherever situated, whether connected or not connected with any of the foregoing systems, as well as all of the rights-of-way, easements, privileges, prescriptions, permits, municipal or other franchises, consents and rights of Entergy Louisiana Holdings, Inc. for or relating to the construction, maintenance or operation thereof or any part or portion thereof, through, over, under or upon any public streets or highways or public or private lands;

7. The certain franchises, privileges, permits, grants and consents for the construction, operation and maintenance of electric systems in, on, and under streets, alleys, highways, roads, and public grounds, areas and rights-of-way, or for the supply and sale of electricity, and all rights incident thereto, that were granted by the governing bodies of the respective municipalities, parishes and public authorities in the State of Louisiana;

Also all other franchises, privileges, permits, grants and consents owned by Entergy Louisiana Holdings, Inc. for the construction, operation and maintenance of electric systems in, on or under streets, alleys, highways, roads, and public grounds, areas and rights-of-way or for the supply and sale of electricity and all rights incident thereto;

8. All cash, shares of stock, bonds, notes and other obligations and other securities; merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any properties of Entergy Louisiana Holdings , Inc.; all rolling stock, buses, motor coaches, automobiles and other vehicles and all aircraft; bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements; all electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by Entergy Louisiana Holdings , Inc. for sale, distribution or use in the ordinary course of its business; and all timber, minerals, mineral rights and royalties;

9. All lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts and all other rights or means for appropriating, conveying, storing and supplying water; all rights-of-way and roads; all plants for the generation of electricity by steam, water or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all municipal and other franchises, consents, or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights-of-way and other rights in or relating to real estate or the occupancy of the same and all the right, title and interest of Entergy Louisiana Holdings, Inc. in and to all other property of any kind or nature appertaining to or used or occupied or enjoyed in connection with any property hereinbefore described; and

10. All and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, that Entergy Louisiana Holdings, Inc. now has in and to the aforesaid property and franchises and every part and parcel thereof;

SAVE AND EXCEPT the properties described in Schedules 2 and 3 hereof.

1. Cash in the amount of $2,000,000.
2. All right, title, and interest of Entergy Louisiana, Inc. (now known as Entergy Louisiana Holdings, Inc.) under the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement dated April 28, 1988, as amended by the First Amendment thereto dated January 1, 1990, the Second Amendment thereto dated January 1, 1992, the Third Amendment thereto dated January 1, 1994, and the Fourth Amendment thereto dated April 1, 1997 (the "Income Tax Allocation Agreement"), including all amounts due or to become due to Entergy Louisiana, Inc. (now known as Entergy Louisiana Holdings, Inc.) thereunder.
3. One hundred forty-six million, nine hundred seventy thousand, six hundred seven (146,970,607) units of common membership interests of Entergy Louisiana, LLC, a Texas limited liability company.
4. One hundred (100) units of common membership interests of Entergy Louisiana Properties, LLC, a Texas limited liability company.

1. Sixty-six shares of stock without par value of System Fuels, Inc., a Louisiana corporation ("SFI").
2. A promissory note made by SFI in the outstanding principal amount of $14,223,000 and due on December 31, 2008.
3. All right, title, and interest of Entergy Louisiana, Inc. (now known as Entergy Louisiana Holdings, Inc.) under the Amended Loan Agreement dated as of January 1, 1983, among SFI, Entergy Louisiana, Inc. (now known as Entergy Louisiana Holdings, Inc.), Entergy Arkansas, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc. (the "SFI Loan Agreement").
4. All right, title, and interest to the real estate and other property located in portions of St. Rosalie and Myrtle Grove Plantations, Sections 5, 6, and 7, Township 16 South-Range 25 East, in Plaquemines Parish, Louisiana, conveyed to Louisiana Power & Light Company by means of the following:

(i) Sale of Property by Louisiana Citrus Lands, Inc. in Liquidation to Louisiana Power & Light Company dated June 28, 1971, registered in Conveyance Office Book 366, Folio 480 on June 28, 1971, by the Register of Conveyances of Plaquemines Parish, Louisiana;

(ii) Sale of Property by Ruby Cecile Mayer et al. to Louisiana Power & Light Company dated March 7, 1972, registered in Conveyance Office Book 377, Folio 455 on March 8, 1972, by the Register of Conveyances of Plaquemines Parish, Louisiana; and

(iii) Sale of Property by Alicia Bourgeois Gravolet et al. to Louisiana Power & Light Company dated June 4, 1974, registered in Conveyance Office Book 405, Folio 799 on June 5, 1974, by the Register of Conveyances of Plaquemines Parish, Louisiana;

together with all easements, appurtenances, rights, privileges, and all other improvements belonging thereto and all rents, royalties, profits, fruits, and receivables derived therefrom, but excluding electric power lines, transmission lines, pipelines, circuits, communication facilities, poles, towers, communication towers, cross arms, insulators, wires, cables, conduits, utility hardware, transformers, switches, guy wires, anchors, utility equipment, utility structures, and utility materials located on or pertaining to such property and rights of servitude for the location of such facilities and access thereto (all such property allocated to Entergy Louisiana Properties, LLC in this paragraph 5 being hereinafter referred to as the "St. Rosalie Plant Site Property").

5. All right, title, and interest to the real estate and other property located in portions of Helvetia and Wilton Plantations, Sections 38, 43, 44, 45, 46, 47, 63, and 64, Township 11 South-Range 3 East, and Sections 1, 2, 3, 37, 38, 39, and 40, Township 11 South-Range 4 East, in St. James Parish, Louisiana, conveyed to Louisiana Power & Light Company by means of the following:

together with all easements, appurtenances, rights, privileges, and all other improvements belonging thereto and all rents, royalties, profits, fruits, and receivables derived therefrom, but excluding electric power lines, transmission lines, pipelines, circuits, communication facilities, poles, towers, communication towers, cross arms, insulators, wires, cables, conduits, utility hardware, transformers, switches, guy wires, anchors, utility equipment, utility structures, and utility materials located on or pertaining to such property and rights of servitude for the location of such facilities and access thereto, and less and except all right, title, and interest to the real estate and other property located in portions of Wilton Plantation, Sections 44, 46, and 47, Township 11 South-Range 3 East, in St. James Parish, Louisiana, conveyed by Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company and now known as Entergy Louisiana Holdings, Inc.) by means of the following:

(all such property allocated to Entergy Louisiana Properties, LLC in this paragraph 6 being hereinafter referred to as the "Wilton Plant Site Property").

All liabilities and obligations of Entergy Louisiana, Inc. (now known as Entergy Louisiana Holdings, Inc.) under the Income Tax Allocation Agreement (as defined in Schedule 2 hereof) including but not limited to all liability to any taxing authority for any deficiency (or penalty or interest thereon) for any tax period ending before January 1, 2006.

1. All liabilities and obligations of Entergy Louisiana, Inc. (now known as Entergy Louisiana Holdings, Inc.) under the SFI Loan Agreement (as defined in Schedule 3 hereof).
2. All liabilities and obligations of Entergy Louisiana Holdings, Inc. with respect to the St. Rosalie Plant Site Property (as defined in Schedule 3 hereof).
3. All liabilities and obligations of Entergy Louisiana Holdings, Inc. with respect to the Wilton Plant Site Property (as defined in Schedule 3 hereof).