Entergy
500 Clinton Center Drive
Clinton, MS  39056

Clinton, Mississippi
March 24, 2006

To the Shareholders of ENTERGY CORPORATION:


NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

MATTERS TO BE VOTED ON

/s/ Robert D. Sloan

Robert D. Sloan
Executive Vice President, General Counsel & Secretary

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors of Entergy Corporation for the 2006 Annual Meeting of Shareholders and for any adjournment or postponement of the meeting ("Annual Meeting"). In this proxy statement, we refer to Entergy Corporation as "the Company," "we," "our" or "us."

We are holding the Annual Meeting at the Hilton Jackson, 1001 East County Line Road, Jackson, Mississippi, at 10:00 am and invite you to attend in person. We intend to mail this proxy statement and a proxy card to shareholders starting on or about March 24, 2006.

As of March 24, 2006, there were 15 members of the Board of Directors:

The Board of Directors has six standing committees: Audit, Corporate Governance, Personnel, Finance, Nuclear, and Executive. The charters of the Audit, Personnel and Corporate Governance Committees are available on the Company's Investor Relations website at http://www.entergy.com/investor_relations/corporate_governance.aspx and in print to any shareholder who requests them from the Secretary of the Company.

1. The members of the Audit Committee are:

The functions of the Audit Committee are described in the "Audit Committee Report." The Audit Committee met thirteen times in 2005. All members of the Audit Committee are independent as defined by SEC regulations, the corporate governance standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines. In addition, each member of the Audit Committee must be financially literate, as such qualification is interpreted by the Board of directors in its business judgment. The Board has determined that Mr. Wilkinson, the chair of the Audit Committee, is qualified as an audit committee financial expert as defined by SEC regulations, and that he has accounting and related financial management expertise within the meaning of the corporate governance standards of the New York Stock Exchange.

2. The members of the Corporate Governance Committee are:

The Corporate Governance Committee is responsible for developing policies and practices relating to corporate governance and reviewing compliance with the Company's Corporate Governance Guidelines. In addition, the Corporate Governance Committee assists the Board in developing criteria for Board candidates, reviews background information on potential candidates and makes recommendations to the Board regarding such candidates. The Corporate Governance Committee also prepares and supervises the Board's annual review of director independence and the Board's annual self-evaluation, makes recommendations to the Board with respect to Board committee assignments and oversees the Board's director education practices. The Corporate Governance Committee met six times in 2005. In addition, the Corporate Governance Committee met jointly with the Personnel Committee one time. All members of the Corporate Governance Committee are independent within the meaning of the corporate governance standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

3. The members of the Personnel Committee are:

4. The members of the Finance Committee are:

The Finance Committee is responsible for reviewing the Company's financial policy and makes recommendations to the Board regarding policies, financial strategies, and decisions that would materially affect the Company's financial condition. Among other things, it reviews the financial plans, projections, and forecasts to ensure adequacy and soundness in support of the Company's financial policy and reviews the Company's investing activities and recommends significant investments to the Board. The Finance Committee met four times in 2005. In addition, the Finance Committee met jointly with the Personnel Committee one time.

5. The members of the Nuclear Committee are:

The Nuclear Committee provides non-management oversight and review of all the Company's nuclear generating plants, focusing on safety, operating performance, operating costs, staffing and training. In addition, it consults with management concerning internal and external nuclear-related issues and reports to the Board with respect to the Company's nuclear facilities. In 2005, the Nuclear Committee met eight times.

6. The members of the Executive Committee are:

The Executive Committee is authorized to act for the Board on matters other than those matters specifically reserved by Delaware law to the Board. In practice, the Executive Committee's actions are generally limited to matters such as the authorization of corporate credit facilities and borrowings. In 2005, the Executive Committee met once.

Pursuant to our Corporate Governance Guidelines, the Corporate Governance Committee undertook its annual review of director independence in January 2006. Under our Corporate Governance Guidelines, no director qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board of Directors applies the independence tests specified in the New York Stock Exchange's Corporate Governance Guidelines. In addition, a director is not independent if:

• The director is, or has been within the last three years, an employee of the Company, or an immediate family member is, or has been within the last three years, an executive officer of the Company.
• The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
• The director or an immediate family member is a current partner of a firm that is the internal or external auditor of the Company; the director is a current employee of such a firm; the director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on audit of the Company within that time.
• The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the Company's present executive officers at the same time serves or served on that company's compensation committee.
• The director is a current employee, or an immediate family member is a current executive officer, of a company that makes payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent of such other company's consolidated gross revenues.

Based on the foregoing, the Board of Directors determined that the following 11 directors nominated for election in 2006 are independent: Messrs. Blount, deBree, Edwards, Levenick, Luft, Nichols, Percy, Tauzin and Wilkinson and Ms. Bateman and Ms. Herman. In making this determination, the Board considered that (1) Mr. Percy is the uncompensated, non-executive Chairman of Enterprise Corporation of the Delta ("ECD"), a non-profit corporation making development loans in Arkansas, Louisiana and Mississippi (subsidiaries of Entergy have invested in funds sponsored by ECD, including a $500,000 investment in 2005); and (2) Mr. Luft was the acting Chief Executive Officer of Entergy Corporation in 1998, but determined that such relationships were not material. The Board also determined that the two current directors who are retiring at the 2006 annual meeting are independent. The board determined that Mr. Leonard was not independent based on his employment relation with the Company and that Mr. Hintz was not independent based on his former employment relationship with the Company.

Directors who are employees of Entergy receive no fee for service as a director. Non-employee directors receive a combination of cash payments, equity-based compensation, benefits and reimbursements.

Attendance Fees. Each non-employee director receives a fee of $1,500 for attendance at Board meetings and a fee of $1,000 for committee meetings scheduled in conjunction with Board meetings. Non-employee directors receive $2,000 for attendance at committee meetings scheduled in a different location from any other committee and/or Board meeting. If a director attends a meeting of a committee on which that director does not serve as a member, he or she receives one-half of the fee of an attending member. Non-employee directors receive one-half the fees set forth above for telephone attendance at Board or committee meetings. Non-employee directors also receive $1,500 for participation in a director education program, director orientation or business session, inspection trip or conference not held on the same day as a Board or committee meeting.

Chairmanships. The committee chairpersons of the Audit Committee and Nuclear Committee are paid an additional $10,000 annually, and the committee chairpersons of the Executive Committee, Personnel Committee, Corporate Governance Committee and Finance Committee are paid an additional $5,000 annually. In 2005, Mr. Luft was paid $200,000 plus 20,000 stock options (granted at market price) to serve as Chairman of the Board. In addition, the Company provides, at its expense, financial counseling services for Mr. Luft on the same terms and conditions that it provides those services to executive officers of the Company. Finally, as a non-employee director, Mr. Luft receives the compensation and benefits described above.

Quarterly Payments. Each calendar quarter, Entergy makes a cash payment to all non-employee directors equaling the value of 75 shares of Common Stock.

All non-employee directors receive two types of equity-based compensation, restricted stock grants and phantom unit grants. To the extent directors wish to defer receipt of all or a portion of such compensation, the deferral will be subject to applicable deferral elections. All post-2004 deferral elections as applied to compensation earned or vested after December 31, 2004 are subject to the provisions of Internal Revenue Code Section 409A.

Stock. Non-employee directors receive Common Stock on a quarterly basis of 150 shares. Directors may defer receipt of these shares, in which case the director will accrue dividend equivalents until the shares are actually received.

Phantom Units. Under the Service Recognition Program for Outside Directors, non-employee directors are credited with 800 "phantom" shares of Common Stock for each year of service on the Board. After five years of service on the Board, the director becomes entitled to receive the value of these "phantom" shares at the conclusion of that director's service. During a director's term of Board service, the phantom shares are credited to a specific account for each director that is maintained solely for accounting purposes. After separation from Board service, these directors receive an amount in cash equal to the value of their accumulated "phantom" shares. Payments are made in five annual installments that commence upon separation from the Board, unless the separating director irrevocably elects in advance to defer commencement of the payments for a period of up to fifteen years. Each "phantom" share is assigned a value on its payment date equal to the value of a share of Common Stock on that date. Dividends are earned on each "phantom" share from the date of original crediting. "Phantom" shares become due in the event a director is terminated from the Board without cause upon a change in control, as those terms are defined in the relevant plan. In this case, directors may demand immediate payment of benefits.

The Company reimburses each non-employee director for expenses associated with attending Board and committee meetings, director education programs and other Board-related activities. The Company also purchases director and officer liability insurance, life insurance, accidental death and disability insurance and aircraft accident insurance for its non-employee directors. In addition, each non-employee director may receive at Company's expense an annual physical.

In 2004, the Company entered into a Consulting Agreement with Hintz & Associates, a Mississippi limited liability company, to provide the services of its employee, Donald C. Hintz. Mr. Hintz is a director of the Company and served as its President prior to his retirement in 2004. The agreement provides that Entergy may request certain services from Mr. Hintz in return for payment of a pre-determined hourly fee of $312.50 per hour, not to exceed a daily rate of $2,500, plus reimbursement of expenses. Services that Entergy may request pursuant to the agreement are (i) the inspection of nuclear facilities; (ii) advice regarding efficient and effective nuclear operations; (iii) analytical, strategic or developmental work and acquisition consulting services; and (iv) such other work as the Company's Chief Executive Officer may request.

Section 16(a) of the Securities and Exchange Act of 1934 requires our directors and executive officers, and any persons owning more than ten percent of Entergy's common stock, to file with the Securities and Exchange Commission and New York Stock Exchange initial reports of beneficial ownership and certain changes in that beneficial ownership, with respect to the equity securities of Entergy. Entergy prepares and files these reports on behalf of its directors and executive officers. During 2005, all reports were timely filed, except for certain Form 4 filings relating to stock grants awarded to our directors on August 31, 2005. These forms were submitted late (on September 7, 2005) as a result of disruptions caused by Hurricane Katrina.

A shareholder "beneficially owns" Common Stock by having the power to vote or dispose of the Common Stock, or to acquire the Common Stock within 60 days. Shareholders who beneficially own at least five percent of the Common Stock are required to file certain reports with the Securities and Exchange Commission. Based on these reports, the following beneficial owners have reported their ownership as of December 31, 2005:

The following table shows how much Common Stock each current director, nominee and executive officer named in the "Summary Compensation Table" on page 24 beneficially owned as of December 31, 2005, as well as how much they and the other executive officers beneficially owned as a group. This information has been furnished by each individual. Each individual has sole voting and investment power, unless otherwise indicated. The amount of Common Stock owned by all directors, nominees and executive officers as a group totals less than one percent of the outstanding Common Stock.

The Entergy Corporation Board of Directors' Audit Committee comprises six independent directors. All members meet the independence criteria as defined by the New York Stock Exchange. During 2005, the Audit Committee complied with its written Charter, as adopted by the Board of Directors. The Charter, which was most recently revised in January 2004, is available on Entergy's website.

The Audit Committee is responsible for overseeing Entergy's accounting and financial reporting processes and audits of Entergy's financial statements. As set forth in its charter, the Audit Committee acts only in an oversight capacity and relies on the work and assurances of management, which has primary responsibility for Entergy's financial statements and reports, Entergy's internal auditors, as well Entergy's independent registered public accounting firm, Deloitte & Touche LLP (Deloitte & Touche) which is responsible for expressing an opinion on the conformity of Entergy's audited financial statements to generally accepted accounting principles.

The Committee held 13 meetings during 2005. The meetings were designed to facilitate and encourage private communication between the Committee and management, the internal auditors, and Deloitte & Touche. During these meetings, the Committee reviewed and discussed the audited financial statements with management and Deloitte & Touche. The Committee also received and discussed written communications from both management and Deloitte & Touche regarding internal controls over financial reporting as required by the Public Company Accounting Oversight Board's Auditing Standard No. 2, "An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements," and applicable Securities and Exchange Commission rules.

The discussions with Deloitte & Touche LLP also included the matters required by the standards of the Public Company Accounting Oversight Board (United States), Statements on Auditing Standards (SAS) No. 61, "Communication with Audit Committees," as modified or supplemented. The Audit Committee received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board No. 1, Independence Discussions with Audit Committees) and has discussed with Deloitte & Touche its independence. Deloitte & Touche provides no internal audit services for Entergy and the Audit Committee has concluded that non-audit services provided by Deloitte & Touche are compatible with maintaining its independence.

Based on the above-referenced reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Entergy's Annual Report on Form 10-K.

The Audit Committee of the Entergy Corporation Board of Directors:

A representative of Deloitte & Touche LLP will be present at the meeting and will be available to respond to appropriate questions by shareholders and will be given an opportunity to make a statement if the representative desires to do so.

Aggregate fees billed to Entergy Corporation and its subsidiaries for the years ended December 31, 2005 and 2004 by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche"), which includes Deloitte Consulting were as follows:

The Audit Committee has adopted the following guidelines regarding the engagement of Entergy's independent auditor to perform services for Entergy:

The Personnel Committee of the Entergy Board of Directors has prepared the following report on the philosophy and key drivers of executive compensation, and the compensation that resulted from this process in 2005.

The Personnel Committee, which is composed entirely of independent directors, has been given by the Board of Directors the responsibility for the review, interpretation and administration of all components of the Company's executive officer compensation programs. The Personnel Committee Charter, which describes in greater detail the Committee's authority and duties, was published in the 2004 Proxy Statement and is available, as amended, on Entergy's website.

This report is required by rules established by the Securities and Exchange Commission and provides specific information regarding compensation for the Company's Chief Executive Officer and for other officers named in the Summary Compensation Table, as well as general compensation information of all executive officers of the Company.

It is the philosophy of Entergy and the Personnel Committee that all compensation programs should:

• Provide competitive pay opportunities consistent with positions of comparable scope and responsibility in the energy and other industrial sectors;
• Ensure that Entergy can attract and retain top talent; and
• Ensure that pay and performance are tightly linked.

The Personnel Committee determines competitive levels of compensation using comparative data from an external survey of companies similarly sized in terms of revenue, both in general industry and in the energy industry specifically. A nationally recognized compensation consulting firm assists in providing data to the Committee and in designing various compensation plans. This firm also provides other services to Entergy and its subsidiaries.

Executives are compensated with a combination of short-term and long-term compensation elements. Short-term compensation includes base pay and annual incentive awards. Long-term compensation includes stock options and performance units. The higher the level of the executive, the more compensation is weighted toward incentive pay and long-term awards. This weighting reflects these executives' greater control of and responsibility for Entergy's long-term performance. The structure of these compensation programs is presented in Figure 1 below.

The current base salary levels for the named executive officers as a group are within range of the Company's overall philosophy of targeting the median of the published compensation survey data.

The Executive Annual Incentive Plan (EAIP) is designed to reward management for attainment of short-term performance targets. These include but are not limited to improvement in earnings per share, operating cash flows, control of operation and maintenance costs, safety, and customer satisfaction. The measures have varying weights and are specifically tailored to each executive's responsibilities.

Under Entergy's 2005 annual incentive strategy, executive officer award targets generally were set at the beginning of the year so that achievement of target performance would lead to total direct compensation within the median range of the market survey data. Again, variations in annual incentive opportunities exist based on individual performance and role.

The dramatic impact of Hurricanes Katrina and Rita on Entergy affected annual incentive awards earned in 2005. The Personnel Committee concluded that the original performance targets established for 2005 did not fully reflect the extraordinary conditions under which management operated during these natural disasters. In determining actual incentive awards, the Committee considered results against the established performance targets, in conjunction with the outstanding management performance demonstrated during and after the hurricanes. This management performance was reflected in a strong focus on safety, electrical service restoration and community support. The resulting annual incentive awards for named executives, in aggregate, were paid slightly above target levels based on the Committee's discretionary assessment of management's performance and leadership during the catastrophic weather events of 2005.

Entergy's Personnel Committee believes that executive officers should have an ongoing stake in the Company's success. The purpose of long-term incentive compensation is to focus management on creating long-term value for Entergy shareholders.

The Company also believes that these key employees should have a considerable portion of their total compensation tied to the Company's stock price performance and total shareholder return (i.e., stock price appreciation plus dividends) because stock-related compensation is directly tied to shareholder value. Long-term incentive compensation is designed to reward executives based on Entergy's share price and total shareholder return, and to increase executives' ownership of Entergy stock.

Long-term incentive compensation awards are provided in stock options and performance units. Stock options reward management efforts that lead to a long-term increase in the price of Entergy stock. Because stock options are granted at a price equal to 100 percent of fair market value on the day of the grant, recipients realize value from stock options only if Entergy's share price rises.

Performance units are earned based on the total shareholder return for Entergy stock compared to industry peer companies over a three-year period. For past cycles, and for the 2003-2005 cycle, the S&P Electric Index has been used to represent the peer group. Thus, management does not benefit from general increases in stock prices across the industry, but only from relative performance. For the 2003-2005 cycle, Entergy ranked in the second quartile of its peer group, which under pre-established goals provided for a payout level equal to 106.5% of target.

Options vest over a period of three years, with one-third vesting each year, to ensure that management benefits only from sustained increase in the value of Entergy shares. In addition, for awards made in 2005, executives are required to hold at least 75 percent of the net gain from option exercise in Entergy stock for a period of not less than five years following the date of exercise, except in the case of separation of employment. This provision increases management's ownership in Entergy and their stake in Entergy's long-term performance.

In 2005, stock options and performance unit target awards were set so that achievement of target performance would lead to total direct compensation within the range of the 50 ^th percentile of the market survey data for the executive group in aggregate. However, variations in compensation exist by executives based on individual performance, tenure, and job duties. Also, the Committee has the flexibility to vary actual awards to levels above or below target based on performance.

Entergy also provides certain benefits and perquisites to its key executive officers. These benefits and perquisites are not tied to any formal performance criteria and are intended to serve as part of a competitive total compensation package.

Benefits include medical, dental, life insurance, and disability coverage. Perquisites are limited to Entergy-paid annual physical exams for approximately the top 25 executives, financial counseling for approximately the top 55 executives, limited spousal travel for senior executives to Company functions and tax gross-ups relating to spousal travel. The Chief Executive Officer is authorized to use company planes for personal travel. Other executives generally do not use Company planes for personal travel. Entergy's philosophy is that annual and long-term incentive pay are more effective tools than perquisites for motivating performance.

Entergy's executives have the opportunity to contribute some portion of their compensation to the Executive Deferred Compensation Plan ("EDCP") and the Equity Ownership Plan ("EOP"). Beginning with grants made in 2003, the Equity Ownership Plan ("EOP") precludes executives from reloading stock options, repricing stock, or making discount stock purchases. Named executives are not allowed to obtain loans under Entergy's executive plans.

The purpose of this section is to summarize the basis upon which the Personnel Committee determined 2005 compensation amounts for Wayne Leonard, the Chief Executive Officer.

Base Compensation - Mr. Leonard's annual compensation from base salary was increased from $1,100,000 to $1,133,000 in 2005. The adjustment was intended to maintain a competitive level of compensation for Mr. Leonard and reflected the Personnel Committee's assessment that his leadership resulted in industry-leading financial and operating performance. Entergy was named to the Dow Jones Sustainability Index for the fourth consecutive year. Listed companies must not only demonstrate strong financial performance, but must also show outstanding leadership in environmental and social commitment.  Mr. Leonard played a leading role in formulating Entergy's response to the needs of customers affected by the devastating hurricanes of 2005. Representatives of AARP, The Consumer's Union, and other advocacy groups singled out Entergy as an example for other utility companies to follow in protecting low-income customers in the aftermath of Hurricane Katrina.

In 2005 Entergy received its second Edison Electric Institute's Edison Award, the electric power industry's highest honor to U.S. shareholder-owned companies, for Entergy's success in lowering costs and reducing environmental impact in core utility operations; improvements in customer service, reliability, and safety; and the Company's commitment to environmental stewardship and the needs of low-income customers.

The Company recently won EEI's Emergency Response Award for outstanding efforts to restore power following Tropical Storm Cindy and Hurricanes Katrina and Rita, and EEI's Emergency Assistance Award for its efforts to help Florida Power & Light restore power following Hurricane Wilma. It was the eighth straight year Entergy received an emergency award from EEI, and the first time the Company won both awards in the same year. Entergy is the only utility in the nation to win either EEI's Emergency Assistance Award or Emergency Response Award every year they have been offered.

The U.S. Department of Labor presented Entergy with its Exemplary Voluntary Efforts Award for the Company's initiatives to maximize the potential of its employees, remove barriers to success and invest in building effective communities in the areas the Company serves. The Company received the first ever Champions of Diversity Award given by the New York Urban League to recognize Entergy's commitment to inclusion. Entergy's creation of its first companywide Diversity and Inclusion Scorecard earned a prestigious selection by the Profiles in Diversity Journal as one of 10 companies worldwide to receive a 2005 Innovation in Diversity Award.

Annual Incentive Compensation - The Personnel Committee awarded Mr. Leonard an annual cash award of $1,246,300 for 2005. As explained in the review of Annual Incentive Compensation, in determining Mr. Leonard's annual incentive award, the Committee considered Entergy's success against financial targets established at the beginning of the year, the tremendous impact of Hurricanes Katrina and Rita, and Mr. Leonard's outstanding individual leadership during one of the most challenging years in the Company's history. The annual cash award was slightly above the target award.

Long-Term Incentive Compensation - Mr. Leonard received a grant of 165,200 stock options in 2005 which was at his targeted award for the year. This award amount was based upon a combination of objective and subjective criteria, and reflects the fact that his performance continues to be strong. These stock options were granted at 100 percent of the fair market value of Entergy Common Stock on the grant date. Stock options are a performance-based element of compensation in that options produce income for the recipient only if Entergy's stock price rises after the grant date. In addition, Mr. Leonard was awarded $3,180,074 under the performance unit program for the three-year period ended December 31, 2005.  This award is based on Entergy's three-year total return to shareholders relative to its peers.  For the three-year period ended December 31, 2005, Entergy's total return to shareholders was ranked in the second quartile among members of the Standard and Poor's Electric Utility Index.

The Personnel Committee notes that Mr. Leonard is entitled to his "supplemental retirement benefit" if he were to leave Entergy, as he attained the age of 55 during 2005. See "EXECUTIVE RETENTION AGREEMENTS- Retention Agreement with Mr. Leonard."

Section 162(m) of the Internal Revenue Code limits the tax deductibility by a publicly held corporation of compensation in excess of $1 million paid to the Chief Executive Officer or any other of its four most highly compensated executive officers, unless that compensation is "performance-based compensation" as defined by the Code. The Personnel Committee considers deductibility under Section 162(m) with respect to executive compensation. However, the Personnel Committee and the Board believe that it is in the best interest of the Company that the Personnel Committee retains the flexibility and discretion to make compensation awards, whether or not deductible. This flexibility is necessary to foster achievement of performance goals established by the Personnel Committee as well as other corporate goals that the Committee deems important to Entergy's success, such as encouraging employee retention and rewarding achievement.

Mr. W. Frank Blount, Chair
Ms. Maureen S. Bateman
Mr. Simon D. deBree
Ms. Alexis M. Herman
Mr. Gary W. Edwards

The following graph compares the performance of the Common Stock of Entergy Corporation to the S&P 500 Index and S&P Electric Utilities Index (each of which includes Entergy Corporation) for the last five years:

Summary Compensation Table

Long-Term Incentive Plan Awards in 2005

The Company's named executive officers participate in three types of benefit plans. The first type of plan is one that provides retirement income, and includes the qualified retirement plan combined with the Pension Equalization Plan, the Supplemental Retirement Plan, and the System Executive Retirement Plan. In these plans, an executive is typically enrolled in one or more plans but only paid the amount due under the plan that provides the highest benefit, except that participants in the Supplemental Retirement Plan are also eligible for benefits under the Pension Equalization Plan. The second type of plan provides for payments in the event of a change in control, and includes the System Executive Continuity Plans. Finally, the Executive Deferred Compensation Plan and the Equity Ownership Plan allow for deferral of earned income.

QUALIFIED RETIREMENT PLAN COMBINED WITH PENSION EQUALIZATION PLAN. The Company has a tax-qualified defined benefit plan, which, combined with a non-qualified Pension Equalization Plan ("PEP"), provides for a retirement benefit calculated by multiplying the number of years of employment by 1.5%, which is then multiplied by the final average pay as defined in the plans, and currently includes base salary plus annual bonus. The normal form of benefit for a single executive employee is a lifetime annuity and for a married executive employee is a reduced benefit with a 50% surviving spouse annuity. Retirement benefits are not subject to any deduction for social security. As of December 31, 2005, the credited actual years of service under the combined plans were for Mr. Leonard (7), Mr. Denault (6), Mr. Savoff (2), Mr. Smith (6) and Mr. Taylor (5). Because they entered into PEP agreements granting additional years of service, the total credited years of service under the PEP were for Mr. Smith (29) and Mr. Taylor (24).

The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) and includes covered compensation for the executive officers included in the salary column of the summary compensation table on page 24.

Upon retirement, and subject to existing deferral elections and the provisions of Internal Revenue Code Section 409A, executives are able to receive the value of their SERP, SRP, or PEP benefits paid either as a lump sum or a series of annual payments. The following table shows the annual retirement benefits that would be paid at normal retirement (age 65 or later) under the SERP.

All named executive officers participate in one of Entergy's two System Executive Continuity Plans. However, if Mr. Leonard receives benefits under the change in control protections of his retention contract, which is described below, he will not also receive benefits under the Continuity Plans. Each plan provides severance pay and benefits under specified circumstances following a change in control. In the event a participant's employment is involuntarily terminated without cause or if a participant terminates for good reason during the change in control period, the named executive officers will be entitled to:

• a cash severance payment equal to three times base salary and target bonus payable in a single sum distribution. The cash severance payment under the Continuity Plans is limited to 2.99 times base salary and applicable annual incentive bonus, except for participants (other than Mr. Leonard and Mr. Denault) who were entitled to receive a three times severance payment prior to March of 2004;
• continued medical and dental insurance coverage for three years, but subject to offset for any similar coverage provided by the participant's new employer;
• immediate vesting of performance awards, based upon an assumed achievement of applicable performance targets; and
• payment of a "gross-up" payment to compensate for any excise taxes the participant might incur.

Executives are eligible to defer earned income through participation in Entergy's Executive Deferred Compensation Plan ("EDCP") or by purchasing phantom units of Entergy stock at fair market value under the Equity Ownership Plan. Executives may under the EDCP defer receipt of base salary, amounts due under the executive plans described above, annual bonuses, performance units, and approved incentive compensation such as restricted units and signing bonuses. The investment options available to executives under the EDCP are similar to those currently available under the Savings Plan of Entergy Corporation and Subsidiaries, except that executives may not invest in Entergy stock under the EDCP. Executives may under the EOP defer receipt of annual bonuses, performance units, restricted units, and pre-2003 option gains.

For general information regarding change of control benefits applicable to our executive officers, see "System Executive Continuity Plans" above. In addition, upon completion of a transaction resulting in a change-in-control of Entergy (a "Merger"), benefits already accrued under Entergy's System Executive Retirement Plan, Supplemental Retirement Plan and Pension Equalization Plan, and awards granted under the EOP, will become fully vested if the participant is involuntarily terminated without "cause" or terminates employment for "good reason" (as such terms are defined in such plans).

Mr. Leonard - Mr. Leonard's retention agreement provides that if he terminates his employment, with or without "good reason" and except for "cause," he will be entitled to a non-qualified supplemental retirement benefit in lieu of participation in the Company's non-qualified supplemental retirement plans such as the SERP, the SRP, or the PEP. If Mr. Leonard's employment is terminated by Entergy for "cause" at any time he will forfeit his non-qualified supplemental retirement benefit. However, if Mr. Leonard were to leave without "cause," he would be entitled to receive this benefit, plus:

• previously vested stock options (with 193,399 options vesting during 2006 in addition to those described on page 25), which must be exercised within 90 days of termination;
• income earned in prior periods and deferred into available investment options, subject to his deferral elections and the provisions of Internal Revenue Code Section 409A (as of December 31, 2005, Mr. Leonard had credited to his deferral accounts 155,311 phantom units of Entergy Company stock and $271,785 in other deemed investment funds); and
• other broad-based compensation and benefits generally available to terminated employees under plans or arrangements in which Mr. Leonard participates, in accordance with the terms and conditions of those plans and arrangements.

Mr. Leonard's non-qualified supplemental retirement benefit is calculated as a single life annuity equal to 60% of his final monthly compensation (as defined under the SERP), reduced to account for benefits payable to Mr. Leonard under the Company's and a former employer's qualified pension plans. As of December 31, 2005, his final monthly compensation was $203,561, which amount would provide for a single life annuity of approximately $1,465,632 per year as his non-qualified supplemental retirement benefit, subject to the offsets described above. The benefit is payable in a single lump sum, or as periodic payments, as elected by Mr. Leonard in accordance with Internal Revenue Code Section 409A. If elected, periodic payments will be due for Mr. Leonard's life, and then a reduced benefit of 50% will be due for the life of his spouse.

Upon attainment of 10 years of service with the Company, which will occur in 2008, Mr. Leonard would qualify for retirement under certain Company plans. At this point, he would become eligible to receive additional benefits comparable to those available to other retirees of the Company, such as accelerated vesting of stock options, an extended period to exercise those options, pro-rated payment of annual and long-term incentive awards, and continued health and welfare coverage to the extent available.

The retention agreement with Mr. Leonard further provides that, subject to certain forfeiture provisions and the provisions of Internal Revenue Code Section 409A, upon a termination of employment while a Merger is pending (a) by Entergy without "cause" or by Mr. Leonard for "good reason," as such terms are defined in the agreement, or (b) by reason of Mr. Leonard's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to 2.99 times the sum of his base salary plus the lesser of (i) his target annual incentive award or (ii) his applicable annual incentive award;
• Entergy will pay to him a pro rata annual incentive award, based on an assumed maximum annual achievement of applicable performance goals;
• he will be entitled to immediate payment of performance awards, based upon an assumed target achievement of applicable performance goals under most circumstances and an assumed maximum achievement of applicable performance goals in the case of a Merger-related termination, as defined in the agreement;
• all of his previously granted stock options will become fully vested and will remain outstanding for their full ten-year term; and
• Entergy will pay to him a "gross-up" payment to compensate him for any excise taxes he might incur.

Mr. Leonard is currently entitled under his retention agreement to his supplemental retirement benefit if he were to leave the Company, as he has attained the age of 55 during 2005.

Mr. Smith - The retention agreement with Mr. Smith provides that Mr. Smith will be paid a retention payment of approximately $525,000 on each of the first three anniversaries of the date on which a Merger is completed, if he remains employed on each of those dates. The agreement also provides that upon termination of employment while a Merger is pending and for three years after completion of the Merger (a) by Mr. Smith for "good reason" or by Entergy without "cause," as such terms are defined in the agreement or (b) by reason of Mr. Smith's death or disability:

• Entergy will pay to him a lump sum cash severance payment equal to the unpaid installments, if any, of the retention payments described above;
• he will be entitled to immediate payment of performance awards based upon an assumed target achievement of applicable performance goals;
• all of his stock options will become fully vested and will remain outstanding for their full ten-year term; and
• Entergy will pay to him a "gross-up" payment to compensate him for any excise taxes he might incur.

There are thirteen nominees for election to our Board this year. All of the nominees, except Gary W. Edwards, Stuart L. Levenick and W. J. "Billy" Tauzin, have served as directors since the last annual meeting. Messrs. Edwards and Levenick were elected by the Board to serve as directors effective July 29, 2005. Mr. Tauzin was elected by the Board to serve as a director effective September 30, 2005. Information regarding the business experience of each nominee is provided below.

Each director is elected annually to serve until the next annual meeting or until his or her successor is elected. There are no family relationships among our executive officers and directors. All of the nominees have indicated to Entergy that they will be available to serve as directors. In the event that any nominee should become unavailable, however, the proxy holders will vote for a nominee or nominees designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

If you sign your proxy or voting instruction card but do not give instructions with respect to voting for directors, your shares will be voted for the thirteen persons recommended by the Board. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.

If a director nominee receives a greater number of votes "withheld" from his or her election than votes "for" such election, he or she is required to tender his or her resignation for consideration by the Corporate Governance Committee in accordance with the policy adopted by the Board with respect to majority voting of directors in January 2006 and described under "Corporate Governance and Board Matters - Board Policy Regarding Majority Voting in Director Elections."

• Partner, Holland & Knight LLP (legal services) since 2004
• Former Special Senior Counsel, Bank of America (banking and financial services), 2003-2004
• Former Executive Vice President and General Counsel of State Street Corporation (administrative and financial services for institutional investors)
• Former Managing Director and General Counsel of United States Trust Company of New York (trust and investment advisory services)
• Director of Boston Bar Foundation, Catholic Schools Foundation of Boston; member of the Board of Overseers of the Boston Symphony Orchestra; and Treasurer of Fordham Law Alumni Trustees

__________
*Director ages calculated as of December 31, 2005.

• Chairman & Chief Executive Officer of TTS Management Corp. (management services) since 2004
• Chairman & Chief Executive Officer of JI Ventures, Inc. (high-tech venture capital fund)
• Former Chairman & Chief Executive Officer of Cypress Communications, Inc. (in-building integrated communications supplier)
• Former Chief Executive Officer and Director of Telstra Communications Corporation (Australian telecommunications company)
• Former Group President of AT&T
• Director of Caterpillar, Inc., Alcatel Ltd., Adtran, Inc., and Hanson PLC
• Board of Trustees of Georgia State University

• Retired Director and Chief Executive Officer of Royal DSM N.V. (chemicals, polymers, life science products)
• Chairman of the Supervisory Board of Stork N.V.
• Former Chairman of the Supervisory Boards of Koninklijke Boskalis Westminster N.V. and Parenco B.V.
• Commissioner of the Fondation de la Maison de la Chimie
• Former President of the Association of Petrochemicals Producers in Europe and the European Chemical Industry Council
• Former Vice President of the Association of Plastics Manufacturers in Europe
• Former Board Member of the Dutch-German Chamber of Commerce
• Former Member of the Advisory Council of the Dutch and Japanese Trade Federation
• Member of the Board of Siemens Nederland N.V.

• Former Senior Executive Vice President of Conoco Inc. (1999-2001); Former Senior Vice President of Conoco (1991-1999)
• Director of Sunoco Logistics
• Director of Yellowstone Park Foundation, The Methodist Hospital, Houston, Texas, and Kansas State University Foundation
• Member of Advisory Board of Compass Partners, LLP, New York (investment banking firm)

• Chair and Chief Executive Officer of New Ventures, Inc. (corporate consultants) since 2001
• Director of Cummins, Inc., Presidential Life Insurance Company and MGM Mirage
• Chair, Task Force for Human Resources of The Coca-Cola Company
• Chair, Diversity Advisory Board of Toyota Motor Sales
• Former Secretary of Labor of the United States of America
• Former White House Assistant to the President of the United States of America
• Director of Xavier University of Louisiana, National Urban League, Leon H. Sullivan Foundation, George Meany National Labor College, USA Football, and Bush-Clinton Katrina Fund
• Chair, Sodexho Business Advisory Board

• Former President, Entergy Corporation and Entergy Services, Inc.
• Former President and Chief Executive Officer of Entergy Operations, Inc.
• Former President and Chief Operating Officer of System Energy Resources, Inc.
• Director of Ontario Power Generation
• Advisory Council of Electric Power Research, Inc.
• International Technical Advisory Board of Nuclear Electric Insurance Limited

• Chief Executive Officer of Entergy Corporation and Entergy Services, Inc.
• Chief Operating Officer, Entergy Arkansas, Inc., Entergy Gulf States, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc., and Entergy New Orleans, Inc., March-December, 1998
• Former President, Cinergy Capital & Trading
• Former President, Energy Commodities Business Unit of Cinergy
• Former Group Vice President and Chief Financial Officer of Cinergy
• Director, Tidewater, Inc.
• Director, Edison Electric Institute
• Director, National D-Day Museum Foundation
• Trustee, United Way of Greater New Orleans

• Group President of Caterpillar Inc.
• Vice President of Caterpillar, Inc., Chairman, Shin Caterpillar Mitsubishi Ltd. and Vice President, Asia-Pacific Division, Tokyo (2000-2004)
• Director of W. W. Grainger, Inc., (distributes facility maintenance products)

• Chairman of the Board of Entergy
• Acting Chief Executive Officer of Entergy (1998)
• Former Chairman of the Board of DuPont Dow Elastomers
• Retired Senior Vice President-DuPont, President-DuPont Europe and Chairman of DuPont International (industrial products, fibers, petroleum, chemicals and specialty products businesses)
• Member of the Board of Visitors, School of Engineering, University of Pittsburgh
• Director of Stonebridge Bank

• Partner, Nichols & Pratt, LLP (family trustees), Attorney and Chartered Financial Analyst
• Partner, Nichols & Pratt Advisors (registered investment adviser)
• Life Trustee of the Boston Museum of Science

• Chairman and Chief Executive Officer of Greenville Compress Company (commercial warehouse and real estate)
• Chairman of Enterprise Corporation of the Delta (a non-profit economic development corporation)
• Former Partner of Trail Lake Enterprises (cotton farm and gin)

• President and CEO, Pharmaceutical Research and Manufacturers of America (PhRMA) (trade association)
• Former United States Congressman for the State of Louisiana (1980-2004)
• Director of Louisiana Health Care Group, Inc.

• Retired Audit Partner, Arthur Andersen LLP (international public accounting firm)
• Director, Cabot Microelectronics Corporation
• Director, Blackburn College

The Board of Directors has approved and recommends that the shareholders vote for the approval of the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (the "2007 Equity Ownership Plan").

The Board's approval and recommendation of the 2007 Equity Ownership Plan follows a review and evaluation of the Company's existing compensation plans and a comparison of those plans with the plans and programs offered by comparable companies. The purposes of this 2007 Equity Ownership Plan are to promote the interests of Entergy and its shareholders by:

The 2007 Equity Ownership Plan includes provisions for the grant of (a) stock options and stock appreciation rights, (b) restricted stock, (c) equity awards, (d) other stock-based awards, and (e) other performance-based awards, subject to the following limits:

At the Annual Meeting, the shareholders will vote on the approval of the 2007 Equity Ownership Plan. If the 2007 Equity Ownership Plan is approved, it will become effective as of January 1, 2007. A summary of the 2007 Equity Ownership Plan follows and is qualified by reference to the full text of the plan, which is included in this Proxy Statement as Annex B .

If approved by the shareholders, the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries will be effective as of January 1, 2007.

Unless the Board provides otherwise, the Personnel Committee shall administer the Plan in accordance with its terms and shall have all powers, authority and discretion necessary or proper for such purpose, including the sole and exclusive power and discretion to:

• grant awards to participants under the Plan, to select the participants to receive awards, to determine the type, size, terms and conditions of the awards to be made to each participant selected, to determine the time when awards to participants will be granted, and to prescribe the form of the agreements embodying awards made under the Plan;
• determine all questions arising in the administration of the Plan including, but not limited to, the power and discretion to determine eligibility and participation of any individual;
• make factual determinations, construe and interpret the Plan, including the intent of the Plan and any ambiguous, disputed or doubtful provisions of the Plan; and
• adopt such rules and regulations as it shall deem desirable or necessary for the administration of the Plan.

Notwithstanding the foregoing, the Plan shall be administered by the entire Board of Directors of Entergy with respect to any award granted to a non-employee director.

Eligibility under the 2007 Equity Ownership Plan is limited to the Company's non-employee directors and to officers and employees of Entergy and any corporation 80% or more of whose stock (based on voting power) or value is owned, directly or indirectly, by Entergy. The Committee, in its sole discretion, shall determine which officers and employees are eligible to participate in the 2007 Equity Ownership Plan. The Company currently estimates that approximately 780 employees and all officers and non-employee directors will participate in the 2007 Equity Ownership Plan.

The maximum aggregate limit on shares of Company Common Stock to be issued, transferred or sold under the Plan is seven million shares, of which no more than two million shares shall be granted as other than options or stock appreciation rights.

The total number of shares of Common Stock any single participant may be allowed to purchase pursuant to the exercise of options or stock appreciation rights granted under the Plan may not exceed 1.75 million shares.

The value of performance units payable to a single participant who is described under Internal Revenue Code Section 162(m) may not exceed 0.5% of the Company's operating cash flow during any applicable performance period.

The number of shares of Company Common Stock that may be issued under the 2007 Equity Ownership Plan may not exceed, in the aggregate, seven million shares. As described above, the 2007 Equity Ownership Plan also contains limits on the number of shares that may be issued pursuant to various types of awards under the 2007 Equity Ownership Plan. Any award, or portion thereof, which is settled in cash, shall not be applied against the maximum number of shares that can be issued under the Plan. Shares covered by awards under the 2007 Equity Ownership Plan which are not earned, or which are forfeited or terminated for any reason, and options which expire unexercised or which are exchanged for other awards under the Plan, shall again be available for subsequent awards under the Plan. Shares received in connection with the exercise of options by delivery of other shares of Common Stock, and shares related to that portion of an award utilized for the payment of withholding taxes shall not again be available for awards under the plan.

The Committee may, at any time, make or provide for adjustments to the Plan, to the number and class of shares available thereunder or to any outstanding options, restricted shares, equity awards or other stock-based awards as it shall deem appropriate to prevent dilution or enlargement of rights, including adjustments in the event of distributions to holders of Common Stock other than a normal cash dividend, changes in the outstanding Common Stock by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations, liquidations and similar events.

The 2007 Equity Ownership Plan authorizes awards of stock options to non-employee directors and eligible officers and employees from time to time as determined by the Committee. Subject to the limits of the 2007 Equity Ownership Plan, the Committee may grant options for such number of shares and having such terms as the Committee designates.

Under the terms of the plan, the Committee may grant options in the form of either an incentive stock option within the meaning of Internal Revenue Code ("Code") Section 422; or a nonstatutory stock option, which are those options that do not constitute incentive stock options within the meaning of Code Section 422. To the extent the Committee elects to grant incentive stock options under the Plan, these options shall be subject to the limitations under Section 422 of the Code including, without limitation, the applicable time limitations. Options shall vest and be exercisable in the time-frame determined by the Committee, which shall be set forth in the Award agreement and generally shall have a minimum three-year graded vesting period. No option shall be exercisable after ten years from the date such option is granted.

The option price determined by the Committee shall not be less than the fair market value on the date the option is granted. Once determined by the Committee, no price of any option shall be decreased unless that change is authorized by a majority vote of the Company's shareholders.

Under the Plan, to the extent permitted under applicable law and the relevant option award agreement, the exercise price of an option shall be paid in full at the time of exercise at the election of the participant (i) in cash, (ii) in shares of Common Stock, (iii) in any combination of the foregoing, or (iv) any other legal consideration that the Committee may deem appropriate. The Committee may limit the extent to which shares of Common Stock may be used in exercising Options. No share shall be issued or transferred until full payment has been received.

Unless an option award agreement provides otherwise: (i) an option will terminate and may no longer be exercised 90 days after an officer or employee ceases to be employed for any reason other than cause, total disability, death or retirement; (ii) in the event an officer or employee ceases employment for cause, all outstanding options at the time of such officer's or employee's termination of employment will terminate; (iii) in the event an officer or employee ceases employment due to total disability, death or retirement, all outstanding options at the time of such officer's or employee's termination of employment will vest and will be exercisable during the remaining term of the option; (iv) if a non-employee director's service terminates, outstanding options will vest immediately and remain exercisable for the remaining term of the option.

Under no circumstances will any option be exercisable after it has terminated or expired.

Subject to the limits of the 2007 Equity Ownership Plan, the Committee may grant restricted shares for such number and having such terms as the Committee designates.

The Committee shall determine the nature and extent of the restrictions on grants of restricted shares, the duration of such restrictions, and any circumstances under which restricted shares will be forfeited. However, holders of restricted shares shall be entitled to any voting rights relative to the restricted shares. Dividends paid with respect to the restricted shares shall be subject to any restrictions on transfer, forfeitability provisions or reinvestment requirements (including, without limitation, the reinvestment of such dividends in the form of equity awards) as the Committee may, in its discretion, determine.

Subject to the limits of the 2007 Equity Ownership Plan, the Committee may grant an award of a unit whose value is related to the value of shares of the Company's Common Stock but does not represent actual shares of Common Stock ("Equity Awards"). Equity Awards shall be allocated to a participant's Equity Award account subject to such restriction, terms and conditions as the Committee, in its discretion, may determine.

All Equity Awards granted to a participant shall mature and be distributed at such time as earned, vested and no longer subject to a timely and binding deferral election. All Equity Awards are payable in cash. In the discretion of the Committee, an Equity Award may provide for (i) the payment of an amount equal to cash dividends and stock dividends paid by the Company upon one share of Common Stock for each share of Common Stock subject to each Equity Award, or (ii) the deemed reinvestment of such dividend equivalents in the form of additional Equity Awards credited to the participant.

In the discretion of the Committee, the Committee may award a participant Equity Awards in the form of Restricted Share Units, which shall be subject to such terms, restrictions on transfer and such forfeiture conditions as the Committee deems appropriate.

The 2007 Equity Ownership Plan permits the Committee to award performance awards in the form of (i) performance shares or units valued by reference to shares of Common Stock or (ii) performance units, which are units valued by reference to financial measures or property other than Common Stock, all of which shall be subject to such terms and conditions and other restrictions as assigned by the Committee. At the time of grant, the Committee shall establish the terms and conditions applicable to these awards. Awards may be paid out in cash, Common Stock, restricted shares, other property or a combination thereof. Recipients of performance awards are not required to provide consideration other than the rendering of service.

Under the terms of the 2007 Equity Ownership Plan, the Committee shall establish a time period, generally not less than one year, over which performance will be measured (the "Performance Period") and the performance goals used by the Committee to evaluate performance during a Performance Period. Payments under, or vesting of, performance awards under the 2007 Equity Ownership Plan are subject to the satisfaction of such performance goals as established by the Committee. As determined by the Committee, achievement of the performance goals may be measured (i) individually, alternatively or in any combination, (ii) with respect to Company, a subsidiary, division, business unit, product line, product, or any combination of the foregoing, or (iii) on an absolute basis, or relative to a target, to a designated comparison group, to results in other periods, to an index, or to other external measures. In determining whether a performance goal is met, the Committee may exclude the impact of any event or occurrence which the Committee determines should appropriately be excluded, such as a restructuring or other nonrecurring charge, an event either not directly related to the operations of Company or not within the reasonable control of Company's management, or a change in accounting standards required by U.S. generally accepted accounting principles. For an Award that is subject to performance goals and that is intended to qualify as "performance-based compensation'' under Code Section 162(m), the Plan sets forth additional provisions that shall apply.

Unless the Committee provides otherwise, if an officer or employee terminates employment for any other reason prior to the end of a Performance Period for an award, he shall not be entitled to any payment under the award.

The Committee may make other stock-based awards ("Other Awards") as it deems appropriate. The terms and conditions of any Other Award shall be set forth in the applicable Award agreement or otherwise by the Committee. The circumstances (including any applicable performance measures) under which, and the number, if any, of shares of Common Stock or the amount of cash that shall then become payable to the holder of the Other Award shall be set forth in the applicable agreement or otherwise. The Committee shall in its discretion determine the timing of payment of the award. The Committee may grant an award that confers upon the participant a right to receive cash, Common Stock, Other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Common Stock.

Generally, no award under the 2007 Equity Ownership Plan shall be transferable other than by will or the laws of descent and distribution. Any option shall be exercisable (i) during the lifetime of the grantee, only by the grantee or, to the extent permitted by the Code, by an appointed guardian or legal representative of the grantee, and (ii) after death of the grantee, only by the grantee's legal representative or by the person who acquired the right to exercise such option by bequest or inheritance or by beneficiary designation.

The Committee can amend the Plan in whole or in part at any time, including the adoption of amendments deemed necessary or desirable to qualify the awards under the laws of various states and under rules and regulations promulgated by the Securities and Exchange Commission with respect to officers and directors who are subject to the provisions of Section 16 of the 1934 Act, to comply with any applicable provisions of the Code, including Code Section 162(m), or to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any award granted under the Plan, without the approval of Company's shareholders.

However, the Committee cannot take any action without the approval of Company's shareholders that would cause the Plan to no longer comply with any regulatory requirements, materially increase benefits accruing to participants, materially increase the number of securities that may be issued under the Plan, or materially modify the requirements for participation in the Plan. In addition, if exemption from Code Section 162(m) deduction limits is to be continued, any such amendment shall be made with Board and shareholder approval, if necessary to comply with the requirements for the qualified performance-based compensation exception under Code Section 162(m).

No amendment or termination or modification of the Plan shall in any manner adversely affect any award previously granted without the consent of the participant, except to the extent required to comply with Code Section 409A, except that prior to a change in control, the Committee may amend or modify the plan in a manner that does adversely affect awards previously granted upon a finding by the Committee that the amendment or modification is in the best interest of holders of outstanding awards affected by the amendment or modification.

In the event of a Change in Control (as hereinafter described), the following shall occur:

• with respect to restricted shares or Other Awards subject to restrictions and issued under the Plan, all restrictions shall lapse effective as of the date of the Change in Control;
• with respect to performance awards held during a performance period in which a Change of Control occurs, a participant shall earn the number of performance shares or performance units which the participant would have earned if target performance under the Award was obtained; and
• all outstanding options that are not exercisable shall become exercisable effective as of the date of a Change in Control. In addition, if a participant's employment or service is terminated within 24 months following the effective date of a Change in Control, to the extent that any option was exercisable at the time of the participant's termination, such option may be exercised within the remaining terms of the option.

The federal income tax consequences applicable to the Company and grantees in connection with awards under the 2007 Equity Ownership Plan are complex and depend, in large part, on the surrounding facts and circumstances. Under current federal income tax laws, a participant will generally recognize income, and the Company will be entitled to a deduction, with respect to grants of performance awards, options, restricted stock, Equity Awards, performance awards, and other stock-based awards as follows:

In addition to option awards already discussed, the 2007 Equity Ownership Plan authorizes other awards to non-employee directors. The Company currently expects that any future awards issued under the Plan to non-employee directors will be made on terms generally consistent with past practice in amounts determined by a fixed formula to be established by the Board of Directors.

The Company's average annual burn rate, which is the total number of equity awards granted in a given year divided by the number of common shares outstanding, for 2003 through 2005 is 0.88%. As described above, the selection of officers, employees and non-employee directors who will receive awards under the 2007 Equity Ownership Plan, if it is approved by the shareholders, and the size and types of awards will be determined by the Committee, in its discretion. No awards have been made under the 2007 Equity Ownership Plan, and the amount of any future awards under the 2007 Equity Ownership Plan is not yet determinable; therefore, it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees in 2007.

The Audit Committee annually reviews the qualifications, performance and independence of the Company's independent auditors in accordance with regulatory requirements and guidelines and evaluates whether to change the Company's independent auditors.

Based on this review, the Audit Committee has appointed Deloitte & Touche as independent auditors to conduct the Company's annual audit for 2006. Deloitte & Touche has served as the Company's independent auditors since 2001. Although shareholder approval is not required for the appointment of Deloitte & Touche, the Board and the Audit Committee have determined that it would be desirable as a good corporate governance practice to request the shareholders to ratify the selection of Deloitte & Touche as our independent auditors. Ratification requires the affirmative vote of a majority of the shares entitled to vote on, and voted for or against, the matter, represented in person or by proxy at the Annual Meeting. If the shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment. However, even if appointment is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of the Company and its shareholders.

Representatives of Deloitte & Touche will be present at the Annual Meeting and will have an opportunity to make a statement if they wish. They will be available to respond to questions from shareholders at the meeting.

The Company has been advised that the Sheet Metal Workers' National Pension Fund, 601 N. Fairfax Street, Suite 500, Alexandria VA, 22314, the holder of 6,650 shares of the Company's common stock, proposes to submit the following resolution to the 2006 Annual Meeting of Shareholders.

This proposal requests that the Company initiate the appropriate processes to amend the Company's governance documents (certificate of incorporation or bylaws) to provide that directors be elected by the affirmative vote of the majority of votes cast an annual meeting of shareholders. As noted in the proposal, the Company currently uses a plurality voting standard in director elections. Under a plurality voting system, the nominees for the Board of Directors who receive the most affirmative votes are elected to serve as directors. At present, the substantial majority of large public companies in the United States of America use a plurality voting standard in connection with the election of directors.

The Board of Directors has carefully considered the proposal, including the proponent's assertion that the proposed majority vote standard would not only strengthen the Company's governance but also represents a fair standard for corporate board elections.

Although the Board is sensitive to the concerns underlying the shareholder's proposal, the Board believes that the amendment of the Company's governance documents at this time could result in ambiguity and uncertainty in the conduct of elections to the Board. Among other things, the shareholder's proposal does not adequately address what would occur under the provisions of Delaware corporation law if a nominee fails to receive the requisite vote under a majority vote standard. In addition, the majority vote standard proposed by the shareholder also could have other unintended consequences. For example, if it resulted in a failure to elect a candidate nominated to serve as the "financial expert" on the Audit Committee, the Company could find itself in violation of its New York Stock Exchange Stock Exchange listing requirements relating to the independence and financial literacy of directors.

In January 2006, the Board of Directors adopted an amendment to the Company's Corporate Governance Guidelines intended to address many of the concerns relating to the use of a plurality vote standard in director elections. Based on the adoption of this amendment, which the Board believes addresses a number of the proponent's concerns, the Board of Directors recommends a vote against the shareholder proposal.

The amendment to the Corporate Governance Guidelines provides as follows:

• In an uncontested election of director, any nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Corporate Governance Committee.
• The Corporate Governance Committee will then consider such tendered resignation and, within 45 days following the date of the shareholders' meeting at which the election occurred, make a recommendation to the Board concerning the acceptance or rejection of such resignation.
• In determining its recommendation to the Board, the Corporate Governance Committee will consider all factors deemed relevant by the members of the Corporate governance Committee including, without limitation, the stated reason or reasons why shareholders who cast "withhold" votes for the director did so, the qualifications of the director (including, among other things, whether the director serves on the audit committee of the Board as an "audit committee financial expert" and whether there are one or more other directors qualified, eligible and available to serve on the audit committee in such capacity), and whether the director's resignation from the Board would be in the best interests of the Company and its shareholders. The Committee also will consider a range of possible alternatives concerning the director's tendered resignation as the members of the Committee deem appropriate, including, without limitation, acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Committee to have substantially resulted in the "withhold" votes.
• The Board will take formal action on the Committee's recommendation no later than 75 days following the date of the shareholders' meeting at which the election occurred. In considering the Committee's recommendation, the Board will consider the information, factors and alternatives considered by the Committee and such additional information, factors and alternatives as the Board deems relevant.
• Following the Board's decision on the Committee's recommendation, the Company, within four business days after such decision is made, will publicly disclose, in a Form 8-K filed with the Securities and Exchange Commission, the Board's decision, together with an explanation of the process by which the decision was made and, if applicable, the Board's reason or reasons for rejecting the tendered resignation.

Although, the Board believes that the amendments to the Company's Corporate Governance Guidelines address a number of the concerns expressed regarding the plurality vote system, it intends to continue to evaluate the issue of majority voting as part of its ongoing review of corporate governance practices and in light of any future changes in corporate law.

For a shareholder proposal to be included in the proxy statement for our next annual meeting, the proposal must be received by the Corporation at its principal offices no later than November 24, 2006. Also, under our By-laws, shareholders must give advance notice of nominations for director or other business to be addressed at the meeting not later than the close of business on March 13, 2007 and not earlier than February 21, 2007.

By order of the Board of Directors,

/s/ Robert v.d. Luft

Robert v.d. Luft
Chairman of the Board
Dated: March 24, 2006

The Board

The Audit Committee is appointed by the Board of Directors and assists the Board in oversight of (1) the integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) the system of internal controls, (4) the independent auditor's qualifications and independence, and (5) the performance of the internal audit function and independent auditors. The Committee reports to the Board on a quarterly or as-needed basis.

The Audit Committee shall prepare the report, required by Securities and Exchange Commission (SEC) rules, to be included in Entergy's annual Proxy Statement.

General : The Committee has unrestricted authority to investigate any Entergy or subsidiary activity. The Committee may request assistance from the independent auditors, internal auditors, management, and others with special competence. It also has the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or other advisors. Entergy shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report or performing other audit, review, or attest services to any advisors employed by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Financial Reporting : Recommend to the Board whether the audited financial statements should be included in Entergy's Form 10-K.

Compliance : Advise the Board with respect to policies and procedures regarding compliance with applicable laws and regulations and with Entergy's Code of Conduct for management and employees.

Independent Auditor : The independent auditor reports directly to the Audit Committee and the Committee has sole authority to appoint or replace the independent auditor. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services. The Committee shall pre-approve all auditing services and permitted non-audit services to be performed for Entergy by its independent auditor. The Committee shall adopt policies that help assure the independent auditor's independence, including policies for Entergy's hiring of the independent auditor's employees or former employees.

Internal Audit : The Committee shall review and approve the Internal Audit Charter and the appointment or dismissal of the Vice President, Risk Management & General Auditor or person performing a similar function.

Financial Reporting :

1. Discuss the annual audited financial statements and quarterly unaudited financial statements with management and the independent auditor, including Entergy's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations."
2. Discuss with management, the independent auditor, and internal auditors significant financial reporting issues and judgments made in connection with the preparation of Entergy's financial statements, including critical accounting policies and estimates, off-balance sheet structures, significant changes in the selection or application of accounting principles, significant transactions, the impact of proposed accounting rules or other regulatory actions, any major issues as to the adequacy of Entergy's system of accounting and financial controls, and any special steps adopted in light of material control deficiencies.
3. Discuss with management Entergy's earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information disclosed and presentations made). The Audit Committee need not discuss in advance each earnings release or each instance in which Entergy may provide earnings guidance.
4. Review SEC-required disclosures made by Entergy's certifying Officers in conjunction with their reviews of the Form 10-K and Form 10-Q.

Business Risks :

1. Discuss with management Entergy's major risk exposures and the steps management has taken to monitor and control such exposures, including risk assessment and risk management policies.
2. Discuss with management, the independent auditor, and internal auditors, Entergy's conformity with applicable legal and regulatory requirements and its Code of Conduct for management and employees. At least annually, review management reports regarding compliance with the Entergy Code of Conduct for management and employees and material legal and regulatory matters.
3. Establish procedures for the receipt, retention, and treatment of complaints received by Entergy regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Independent Auditor :

1. Review and discuss the independent auditor's annual audit plan including its risk assessment, approach, focus, and resources.
2. Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards (SAS) No. 61, as amended by SAS 89 and SAS 90, and as the same may be further modified or supplemented, relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of the activities or access to requested information, any significant disagreements with management, and any significant issues discussed with the independent auditor's national office.
3. Periodically, and at least in conjunction with the annual audit of Entergy's financial statements, receive reports from the independent auditor on:
1. All critical accounting policies and practices to be used
2. All material alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor.
3. Other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences.
4. Review and discuss the independent auditor's report on management's internal control report required by section 404 of the Sarbanes-Oxley Act and SEC rules.
5. Review and discuss with the independent auditor the responsibilities, budget, and staffing of the internal audit function.
6. Obtain and review a report from the independent auditor at least annually regarding:

1. The independent auditor's internal quality control procedures;
2. Any material issues raised by the most recent internal quality control review or peer review of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;
3. Any steps taken to deal with any such issues; and
4. All relationships between the independent auditor and Entergy.
7. Annually, evaluate the qualifications, performance and independence of the independent auditor, including the audit team lead partner, taking into account the opinions of management and internal auditors, and report the Committee's conclusions to the Board.
8. Take steps as required in connection with the rotation of the audit team lead partner, the reviewing partner, and any other audit partner, as required by the Sarbanes-Oxley Act and SEC rules.

Internal Audit :

1. Review the adequacy of Entergy's system of internal controls by reviewing audit results with the internal auditors and obtaining auditors' opinions on the adequacy of internal controls.
2. Ensure internal audit's adequate performance through review of the risk assessment process, annual audit plan, budget, staffing, and audit results.

Committee Effectiveness and Scope :

1. The Committee shall assess its performance and Charter annually.
2. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that Entergy's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.
3. In carrying out their oversight responsibilities, the Audit Committee and the Board will necessarily rely on the expertise, knowledge, and integrity of Entergy's management, and internal and independent auditors.

Consistent with New York Stock Exchange listing requirements, this Charter will be included on Entergy's website and will be made available in print upon a request sent to Entergy's Secretary. Entergy's Annual Report on Form 10-K filed with the SEC will state that this Charter is available on Entergy's website and that it will also be available in print upon a request sent to Entergy's Secretary.

Approved this 30 ^th day of January 2004 by the Board of Directors, Entergy Corporation.

The purposes of this 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries are to promote the interests of Entergy (as defined in Section 2.12) and its shareholders by (i) attracting and retaining executive personnel and other key employees and directors of outstanding ability; (ii) motivating executive personnel and other key employees and directors by means of performance-related incentives, to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of Entergy.

The following words and phrases shall have the respective meanings under the Plan as hereinafter set forth unless the context clearly requires a different meaning:

The undersigned hereby appoints J. Wayne Leonard, Robert v.d. Luft and Maureen S. Bateman, jointly and severally, as attorneys and proxies, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote on behalf of the undersigned all of the shares of Common Stock of Entergy Corporation that the undersigned is entitled in any capacity to vote if personally present at the 2006 Annual Meeting of Shareholders to be held on May 12, 2006, and at any adjournments or postponements thereof, in accordance with the instructions set forth on the reverse and with the same effect as though the undersigned were present in person and voting their shares. The proxies are authorized in their discretion to vote for the election of a person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, upon all matters incident to the conduct of the meeting, and upon such other business as may properly come before the meeting.

(Continued, and to be marked, dated and signed, on the other side.)

You may now access your Entergy Corporation account online.
Access your Entergy Corporation shareholder account online via Investor ServiceDirect (ISD).

Mellon Investor Services LLC, Transfer Agent for Entergy Corporation, now makes it easy and convenient to obtain current information on your shareholder account.

Internet and telephone voting is available through 11:59 PM Eastern Time on Tuesday, May 9, 2006 for shares held in the Savings Plans and through 11:59 PM Eastern Time on Thursday, May 11, 2006 for all other shares.